Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement, all Covered Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any third-party insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance or indemnification, contribution or similar proceeds in respect of such amounts facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds, after deducting the amount of any Covered Losses suffered by the Indemnifying Party that were not satisfied by the applicable indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each , and the Indemnified Party shall use commercially use, and cause its Affiliates to use, reasonable best efforts to collect any amounts available seek full recovery under all insurance and indemnity, contribution or similar provisions covering such insurance coverage and from Loss to the same extent as it would if such other Person alleged Loss were not subject to have any responsibility for such Lossindemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. (b) In determining the amount of Covered Losses suffered or incurred by Purchaser or Seller in connection with a breach of a representation or warranty in this Agreement(but not whether a breach of inaccuracy of any representation or warranty has occurred), such determination shall be made without regard to any qualification or exception contained in such representation or warrant relating to “material”, “materiality”, or “Business Material Adverse Effect” (other than references to “material” or “materiality” (x) solely with respect to the standard that must be met to create an obligation to include items in a list set forth in the Seller Disclosure Schedules or (y) contained within the definition of “Business Material Adverse Effect” or the definition of “Permitted Lien”). This Section 9.6(b) shall not apply to any of the representations and warranties in Section 3.6(b), Section 3.7 and/or Section 3.8(b). (c) Notwithstanding anything to the contrary herein, Seller shall have no liability or obligation with respect to any Covered Loss to the extent that such Covered Loss in any way arises from or relates to any investigation, cleanup, remediation, corrective action restoration, treatment, monitoring or sampling or testing of soil, subsurface strata, underground storage tanks, groundwater, surface water or sediments or any other similar action taken by or on behalf of Purchaser or any of its Affiliates following the Closing, in each case that goes beyond that which is required by applicable requirements of Environmental Laws or Specified Business Contracts in effect at Closing.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX X, all Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the third-party insurance and indemnity proceeds that are actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual the costs or expenses incurred in connection with securing or obtaining such proceedsof recovery, shall be deducted from the amount of such Losses third-party insurance or indemnity proceeds (it being agreed that if any third-party insurance or indemnification proceeds in respect of such amounts facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Any indemnification payment made pursuant to this Agreement shall be reduced by the amount of any net Tax benefit actually realized by the Indemnified Party through a reduction in Taxes otherwise due as a result of the damages incurred or suffered by the Indemnified Party, calculated by computing the amount of Taxes of the Indemnified Party before and after inclusion of any Tax deductions attributable to such damages (treating such Tax deductions as the last items claimed). The Indemnified Party shall use use, and cause its Affiliates to use, commercially reasonable efforts to collect seek full recovery under all insurance policies and indemnity provisions covering any amounts available under Losses for which it is seeking indemnification hereunder, to the same extent as it would if such insurance coverage Loss were not subject to indemnification hereunder. For the avoidance of doubt, except with respect to the second sentence of Section 3.6, any inaccuracy in or breach of any provision in Article III and from Article IV and any Losses incurred as a result thereof shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in and otherwise applicable to such other Person alleged to have any responsibility provision for such Loss. purposes of determining indemnification obligations and Losses contained in this Article X. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, subrogated to the extent of such paymentpayment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement: (i) all Losses shall be required net of any amounts that have been recovered by the Indemnified Party pursuant to use commercially reasonable efforts to mitigate any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss (after deducting therefrom (A) the Lossamount of the reasonable, including taking documented and out-of-pocket expenses incurred in procuring such recovery and (B) in the case of an insurance policy, any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party actual increases in premiums of such policies as a result of such recovery); (ii) Seller shall not be liable for any Loss Losses suffered by any Purchaser Indemnified Party to the extent that such Loss is Losses relate to Taxes for or attributable to any taxable period beginning after the Closing Date or, with respect to a Straddle Period, the portion of such Straddle Period beginning after the Closing Date; and (iii) Seller shall not be liable for any Losses suffered by any Purchaser Indemnified Party’s failure , and Purchaser shall not be liable for any Losses suffered by any Seller Indemnified Party, in each case, to mitigate the Lossextent that such Losses result from any act or omission by such Indemnified Party. (b) In calculating any case where the amount of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under (or their Affiliates) recovers pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement any amount not previously taken into account in respect of a matter for which such Indemnified Party was indemnified pursuant to any claimSection 10.2 or Section 10.3, recoveryas applicable, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the such Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted pay over to the Indemnifying Party to the extent amount so recovered or realized (after deducting therefrom the amount of the indemnification payment madereasonable, documented and out-of-pocket expenses incurred in procuring such recovery or realization, including, in the case of an insurance policy, any actual increases in premiums as a result of such recovery). Each , but not in excess of the sum of (i) any amount previously so paid pursuant to Section 10.2 or Section 10.3, as applicable, to or on behalf of such Indemnified Party in respect of such matter and (ii) any amount expended by Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) Neither the Purchaser Indemnified Parties nor the Seller Indemnified Parties shall use commercially reasonable efforts be entitled to collect any amounts available recover for the same Loss more than once under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent X or otherwise under this Agreement or any Ancillary Agreement even if a claim for indemnification or otherwise in respect of such paymentLoss has been made as a result of a breach of more than one covenant, to agreement or representation or warranty contained in this Agreement or any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyAncillary Agreement.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, the amount of Covered Losses shall be net of (a) Any any third-party that becomes aware of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered (net of any costs incurred to recover such proceeds) by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance or indemnification, contribution or similar proceeds in respect of such amounts facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each , and the Indemnified Party shall use use, and cause its Affiliates to use, commercially reasonable efforts to collect seek recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder, and (b) any amounts available under net Tax benefit actually realized by an Indemnified Party or any Affiliate thereof with respect to the Covered Losses giving rise to such insurance coverage and from such other Person alleged to have any responsibility claim for such Lossindemnification. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. In any case where an Indemnified Party recovers from a third party any amount in respect of a matter with respect to which an Indemnifying Party has indemnified it pursuant to this Agreement (other than, for the avoidance of doubt, any such case addressed by Sections 6.5(d) and 6.5(e)), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such matter, and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter.

Additional Indemnification Provisions. (a) Any party that becomes aware The parties hereto agree, for themselves and on behalf of a Loss for which it seeks their respective Affiliates and Representatives, that, with respect to each indemnification under obligation in this Article IX Agreement, (i) all Losses shall be required to use commercially reasonable efforts to mitigate net of any Eligible Insurance Proceeds (as set forth in subsection (e) below) and (ii) in no event shall the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable have liability to the Indemnified Party for any Loss punitive, incidental, special, indirect or consequential damages, except to the extent such Loss is attributable to that the Indemnified Party’s failure Party pays punitive, incidental, special, indirect or consequential damages to mitigate the Lossa third party in respect of a Third Party Claim. (b) Any amount payable by an Indemnifying Party pursuant to this Article VIII shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds or Retained Insurance Proceeds. In calculating the any case where an Indemnified Party recovers from a third Person, any amount in respect of any Loss for which indemnification is sought hereundersuch Indemnified Party has actually been reimbursed by an Indemnifying Party pursuant to this Article VIII (other than Retained Insurance Proceeds), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such Loss and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) The parties hereto shall, for all tax and financial accounting purposes, to the extent permitted by Law, treat the assumption and payment of liabilities hereunder by Indemnitor as a distribution by Indemnitor to the Company occurring prior to the Closing, and, accordingly, as not includible in the taxable income of Acquiror. Correspondingly, the proceeds actually received parties hereto shall, for all tax and financial accounting purposes, to the extent permitted by Law, treat any payment from Acquiror to Indemnitor pursuant to this Article VIII as a capital contribution by the Company to Indemnitor occurring prior to the Closing, and, accordingly, as not includible in the taxable income of Indemnitor. (d) All payments required to be made by an Indemnifying Party under this Article VIII to any Indemnified Party under shall be without set-off, counterclaim or deduction of any kind. (e) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance policy or pursuant coverage (each, an "Insurance Policy"), the Indemnified Party shall promptly give notice thereof to any claimthe Indemnifying Party (a "Notice of Insurance"). If the Indemnifying Party so requests within 30 days after receipt of a Notice of Insurance, recoverythe Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder, settlement or payment by or against any other Person in which event (including pursuant to any indemnityi) all such proceeds actually received, contribution or similar proceeds recovered net of costs reasonably incurred by the Indemnified Party in seeking such collection, shall be considered "Eligible Insurance Proceeds" and (ii) the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs incurred in connection with such collection and the amount of any prospective or retroactive increase in premiums actually paid by the Indemnified Party under the Insurance Policy (as such increased premiums are incurred) directly related to the payment of Eligible Insurance Proceeds for such Loss for three years following the next renewal of such Insurance Policy. If the Indemnifying Party does not request that the Indemnified Party seek coverage of any portion of such Loss under the Insurance Policy within 30 days after receipt of a Notice of Insurance, (i) any proceeds that the Indemnified Party may receive thereunder shall be considered "Retained Insurance Proceeds" and (ii) the Indemnifying Party shall have no liability for any premium increases thereunder relating to the collection of such Retained Insurance Proceeds. (f) If the indemnification provided for in Subsections 8.01(a)(i) and 8.02 (a) (i) with respect to Losses relating to any inaccuracy of any representation or warranty contained in Sections 3.26 and 4.09 is unavailable or insufficient to hold harmless an Indemnified Party, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Acquiror Indemnified Parties, on the one hand, and the Seller Indemnified Parties, on the other hand, from the sale of the shares of common stock of Acquiror in the Private Placement and the use of the proceeds of the Private Placement or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of Acquiror Indemnified Parties, on the one hand, and the Seller Indemnified Parties, on the other hand, in connection with the facts statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Company, Indemnitor, Seller or Acquiror and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. (g) Notwithstanding anything to the contrary in this Article VIII, to the extent that the Indemnified Party or an Affiliate realizes an actual Tax benefit as a result of the event giving rise to the right indemnity payment hereunder (such as, by way of indemnificationexample but not limitation, a Tax savings resulting from the payment of an indemnified amount that is deductible by the Indemnified Party, in a case in which the indemnity payment itself does not give rise to gross income for Tax purposes), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, the Indemnified Party shall be deducted from promptly rebate to the Indemnifying Party the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyTax benefit.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement: (i) each such obligation shall be required reduced by any Tax benefit actually recognized by the Indemnified Party as the result of the Loss giving rise to use commercially reasonable efforts the indemnification obligation and which results in an actual reduction of cash Taxes paid by the Indemnified Party in the taxable year of the Loss giving rise to mitigate the Lossobligation or any of the subsequent five (5) taxable years (determined in each of such taxable years on a “with and without basis” by comparing the Indemnified Parties’ liability for Taxes in such year with and without taking into account such Loss and the Tax consequences of any reduction in the Buyer’s Tax basis in the Shares resulting from the indemnification payment (“Share Basis Reduction”)); provided, including taking however, that if (A) such Tax benefit is recognized after an indemnification payment is made (but within such five (5) taxable year period), the relevant Indemnified Party will pay within fifteen (15) days of so recognizing such Tax benefit to the relevant Indemnifying Party an amount equal to such reduction in cash Taxes paid, and (B) if any actions reasonably requested Tax cost is incurred by an Indemnified Party after the indemnification payment is made (but within such five (5) taxable year period on account of the indemnification payment (including, without limitation, the Tax effect of any Share Basis Reduction resulting therefrom)), the relevant Indemnifying PartyParty will pay within fifteen (15) days of the Indemnified Party recognizing such Tax cost to the relevant Indemnified Party an amount equal to such cost (which amount shall in no event exceed in the aggregate the amount of the related Tax benefit which resulted in a reduction of an indemnification obligation or payment by the relevant Indemnified Party to the relevant Indemnifying Party pursuant to this Section 12.07(a)), (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss (including the recovery or reimbursement of payments from a Taxing Authority), (iii) all Losses will be determined after deducting therefrom the amount of any reserve with respect to such matter on the Financial Statements, (iv) no representation or warranty of Seller or Parent shall be deemed untrue or incorrect as a consequence of the existence of any fact, circumstance or event that is disclosed in connection with another representation or warranty contained in this Agreement, and an Indemnifying Party (v) Seller shall not be liable for any Loss Losses to the extent that such Loss is attributable Losses suffered by any Buyer Indemnified Party, on the one hand, and Parent shall not be liable for any Losses to the extent that such Losses suffered by any Seller Indemnified Party’s , on the other hand, (A) result from any act or omission by such Buyer Indemnified Party or Seller Indemnified Party, as applicable, (B) result from the failure of such Buyer Indemnified Party or Seller Indemnified Party, as applicable, to take reasonable action to mitigate such Losses, (C) are taken into account in the Loss. calculation of Final Working Capital, (bD) In calculating result from the amount operation of Company, Company Subsidiary or the Business, in the case of a Buyer Indemnified Party, or any Loss for which indemnification is sought hereunderevent or occurrence, after the proceeds actually received by Closing, (E) result from the operation of Company, Company Subsidiary or the Business, in the case of a Seller Indemnified Party, or any Indemnified Party under any insurance policy event or pursuant occurrence, prior to any claimthe Closing, recovery, settlement or payment (F) are caused by or against result from any other Person action (1) that Seller or Parent is required, permitted or requested to take pursuant Section 6.01 (including pursuant to any indemnitythe consent of Buyer or Seller, contribution as applicable) or similar proceeds recovered by (2) that Seller or Parent having sought Buyer’s or Seller’s consent, as applicable, pursuant to Section 6.01, did not take as a result of Buyer or Seller, as applicable, having unreasonably withheld, conditioned or delayed the requested consent. With respect to clause (i) of this Section 12.07(a), the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall first use commercially reasonable efforts to collect any amounts available under such indemnification agreements, insurance coverage policies or other sources of reimbursement to the same extent as they would if such Loss were not subject to indemnification hereunder or otherwise; provided that, (x) in accordance with and subject to the terms of this Article XII, the Indemnified Party may submit a claim for indemnification prior to or simultaneously with satisfying such commercially reasonable efforts to collect such amounts prior to being indemnified with respect to such Losses, and (y) recovery for any such claims from the Indemnifying Party shall be permitted in accordance with and subject to the terms of this Article XII in the event that an insurance, indemnity, reimbursement or similar recovery is not actually and fully realized, to the extent of such other Person alleged Losses, by the Indemnified Party within one hundred twenty (120) days of the date of such claim by the Indemnified Party in accordance with and subject to the terms of this Article XII; and provided, further, that the diligence findings, opinions or disposition of any insurance company with respect to any claim for indemnification, the determination of such insurance company regarding whether to deny or pay any claim in whole or in part, and all communications between such insurance company and any Indemnified Party, shall not be binding on the Parties, any Buyer Indemnified Party or any Seller Indemnified Party or have any responsibility force or effect with respect to any claim for indemnification hereunder. If an Indemnified Party receives any such Loss. Upon making insurance proceeds or indemnity, reimbursement or similar payments after being indemnified hereunder with respect to some or all of such Losses, the Indemnified Party shall pay to the Indemnifying Party the lesser of (I) the amount of such insurance proceeds or indemnity, reimbursement or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (II) the aggregate amount paid by the Indemnifying Party to any Indemnified Party with respect to such Losses. (b) The Indemnified Parties shall not have any right to indemnification under this Agreement with respect to, or based on, Taxes to the extent such Taxes (i) except in the case of a claim for indemnification based on a breach of the representations and warranties set forth in Section 4.17(i) or Section 5.24(i) or, with respect to Buyer Indemnified Parties, a breach of a covenant set forth in Section 6.01(a)(vi), are attributable to Tax periods (or portions thereof) beginning after the Closing Date, (ii) are due to the unavailability in any Tax period (or portion thereof) beginning after the Closing Date of any net operating losses, credits or other Tax attribute from a Tax period (or portion thereof) ending on or before the Closing Date, (iii) result from any transactions or actions taken by, or omissions by, Buyer or any of its Affiliates (including, for the avoidance of doubt, Company and Company Subsidiary) after the Closing, on the one hand, or Seller or any of its Affiliates, on the other hand, that are not specifically contemplated by this Agreement, (iv) result from any Parent or Buyer, on the one hand, or Seller, on the other hand, financing transaction undertaken after the Closing Date (for this purpose, a financing transaction means an issuance of stock or debt by Buyer or Parent, on the one hand, or Seller, on the other hand, after the Closing Date) or (v) except, (A) in the case of a claim for indemnification based on a breach of the representations and warranties set forth in Section 4.17(i) or Section 5.24(i) or, with respect to Buyer Indemnified Parties, a breach of a covenant set forth in Section 6.01(a)(vi) or (B) with respect to Buyer Indemnified Parties and with respect to any Taxes originally due after the Closing (or due after Closing as the result of extending the due date of a Tax Return) that relate to a Tax period (and the portion of any Straddle Period) ending on or before the Closing Date, do not result from a Tax Claim. (c) If an Indemnifying Party makes any payment to the for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article IXXII, the such Indemnifying Party shall be subrogated, to the extent of such payment, to any all rights which and remedies of the Indemnified Party may have against to any Person insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the subject matter underlying claim giving rise to such indemnification claimLosses. (d) The Parties agree that the covenants of Seller, on the one hand, and Buyer, on the other hand, contained in this Agreement may not be used to circumvent the negotiated limitations (e.g., knowledge qualifiers, materiality standards, dollar thresholds, survival periods and the like) contained in such representations and warranties and procedures with respect to the recovery by a Buyer Indemnified party on account of the breach by Seller of any of the representations made in Article IV or the recovery by Seller Indemnified Party shall assign on account of the breach by Parent of any such rights of the representations made in Article V. (e) The Parties agree that any indemnification payments by Seller for Losses incurred by a Buyer Indemnified Party pursuant to this Article XII (i) first, for amounts up to the Indemnifying Partyamount of the Closing Cash Payment, shall be paid in cash and (ii) then, for amounts in excess of the amount of the Closing Cash Payment, shall be paid in Parent Preferred Stock until all such Parent Preferred Stock then held by Seller is exhausted, and (iii) then, for any remaining amounts, in Parent Common Stock; provided, that the value of (A) each share of Parent Preferred Stock shall be equal to the issue price as set forth in the Certificate of Designation and (B) each share of Parent Common Stock shall be equal to the volume-weighted average trading price of the Parent Common Stock for the twenty (20) trading days preceding the applicable date of payment for the purposes of this Section 12.07(e).

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation in this Article IX Agreement (i) each such obligation shall be required to use commercially reasonable efforts to mitigate the Loss, including taking calculated on an After-Tax Basis and (ii) all Losses shall be net of any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable actual non-refundable recoveries to the Indemnified Party’s failure to mitigate the LossParty described in Section 16.6(b). (b) In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurer, any amount in respect of any Loss paid by an Indemnifying Party pursuant to this Article XVI, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net of any Expenses incurred by such Indemnified Party in procuring such recovery, which Expenses shall not exceed the amount so recovered), and, if applicable, net of such Indemnified Party’s (i) retroactive or prospective premium adjustments associated with such recovery from a third-party insurer and (ii) actual increase(s) in such Person’s and its Affiliates’ insurance premium that is reasonably attributable to such Loss (collectively, the “Premium Increase”), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XVI would reasonably be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable third-party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party shall use reasonable best efforts to collect the maximum amount recoverable from such third party, in which event the Indemnifying Party shall reimburse the Indemnified Party for (i) all reasonable costs and expenses incurred in connection with such collection (which costs and expenses of collection shall not exceed the amount recoverable from such third party) and (ii) any related Premium Increase. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XVI could have been recovered from a third party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such third party as are necessary to permit the Indemnifying Party to recover from such third party any amount actually paid by the Indemnifying Party pursuant to this Article XVI, net of any related Premium Increase for which the Indemnifying Party has not already reimbursed the Indemnified Party pursuant to the immediately preceding sentence. (d) For purposes of determining whether a breach of any representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss for which indemnification is sought hereunderunder this Article XVI, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant each representation and warranty contained in this Agreement shall be read without regard to any claim“materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” or other similar qualification contained in or otherwise applicable to such representation or warranty, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by than the Indemnified Party representations and warranties in connection with the facts giving rise to the right of indemnificationSection 15.1(j)(v) and Section 15.1(m)(ii), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party each case to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment relating to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyCovered Liabilities.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be (a) Any party that becomes aware reduced by any cash Tax benefits (whether in the form of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate reduction in Taxes payable, a cash Tax refund or a credit in lieu of a Tax refund), determined on a “with and without” basis, actually realized by the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Indemnified Party shall not be liable for any Loss to or its Affiliates in connection with the extent incurrence of such Loss is attributable to in the Indemnified Party’s failure to mitigate taxable year of such Loss or the Loss. following six (6) taxable years and (b) In calculating reduced by the amount of any Loss for which indemnification is sought hereunder, the third-party insurance or reimbursement proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any such amounts cash Tax benefit or proceeds in respect of such facts is received or are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, the amount of such amount cash Tax benefit or proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification payment madeobligations). Each , and the Indemnified Party shall use commercially use, and cause its Affiliates to use, reasonable best efforts to collect any amounts available seek full recovery under all insurance and other indemnity and reimbursement provisions covering such insurance coverage and from Losses to the same extent as it would if such other Person alleged Losses were not subject to have any responsibility for such Lossindemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement: (i) all Losses shall be required net of any amounts that have been recovered by the Indemnified Party pursuant to use commercially reasonable efforts to mitigate any indemnification by, or indemnification agreement with, any Third Party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss (after deducting therefrom (A) the Lossamount of the reasonable, including taking documented and out-of-pocket expenses incurred in procuring such recovery and (B) in the case of an insurance policy, any actions reasonably requested deductible, co-payment or other amount of such recovery borne by an Indemnifying Partythe Indemnified Party or increases in premium of such policies incurred as a result of such recovery); (ii) solely for purposes of determining Losses (and not for determining whether or not any breaches of representations or warranties have occurred), the representations and an Indemnifying Party warranties of Buyer and Sellers shall not be deemed qualified by any references to materiality or to Material Adverse Effect, except that references to the word “Material” as used in the defined term “Material Contracts” and reference to “Material Adverse Effect” contained in Section 2.06 shall not be disregarded. (iii) for the avoidance of doubt, no Seller shall be liable for any Loss Losses suffered by any Buyer Indemnified Party to the extent that such Loss is Losses relate to Taxes for or attributable to any Post-Closing Tax Period (except for Losses relating to Excluded Taxes or Taxes resulting from a breach of the Indemnified Party’s failure to mitigate the Lossrepresentation in Section 2.11(a)(viii)). (b) In calculating any case where the Indemnified Party (or its Affiliates) recovers any amount pursuant to (i) any indemnification by, or indemnification agreement with, any Third Party or (ii) any insurance policy or other cash receipts or sources of reimbursement in respect of a matter for which such Indemnified Party was indemnified pursuant to Section 5.02 or Section 5.03, as applicable, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered or realized (after deducting therefrom the amount of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered Losses incurred by the Indemnified Party in connection with the facts giving rise to the right excess of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered paid by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent Indemnified Party and the reasonable, documented and out-of-pocket expenses incurred in procuring such recovery or realization, including, in the case of an insurance policy, any deductible, co-payment or other amount of such recovery borne by the Indemnified Party or increases in premium of such policies incurred as a result of such recovery), but not in excess of the indemnification payment made). Each sum of (x) any amount previously so paid by the Indemnifying Party to or on behalf of such Indemnified Party in respect of such matter and (y) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) Neither the Buyer Indemnified Parties nor the Seller Indemnified Parties shall use commercially reasonable efforts be entitled to collect recover for the same Loss amount more than once under this Article V or otherwise under this Agreement or any other Transaction Document, even if a claim for indemnification or otherwise in respect of such Loss has been made as a result of a breach of more than one covenant, agreement or representation or warranty contained in this Agreement or any other Transaction Document. To the extent that any Indemnified Party has an unpaid final dollar amount due pursuant to this Article V to an Indemnifying Party, notwithstanding Section 4.07(b), such Indemnified Party may set off such amount against any undisputed amounts available under then due and unpaid by such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment Indemnifying Party to the Indemnified Party pursuant to this Article IX, within the Indemnifying Party shall be subrogated, to the extent of time period allowed for such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to the indemnification under obligations contained in this Article IX IX: all Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under from any insurance policy arrangement or pursuant to any claimindemnification by, reimbursement or cash receipts from, or indemnification agreement with any Third-Party (each such source of recovery, settlement or payment by or against any other Person (including pursuant a “Collateral Source”) that have been paid to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net less the amount of out-of-pocket costs incurred to obtain such proceeds (any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, “Collateral Source Proceeds”) and shall be deducted from calculated on an After-Tax Basis. Purchaser shall not make any claim for indemnification under this Article IX in respect of any matter that was actually taken into account in the amount determination of such Losses (it being agreed that if Working Capital or the calculation of any such amounts are recovered by the Indemnified Party subsequent adjustment to the Indemnifying Purchase Price pursuant to Article II, as it is the intention of Seller and Purchaser that the procedures set forth in Article II shall provide the sole and exclusive remedies for such claims. Seller shall not be required to indemnify any Purchaser Indemnified Party’s making of an indemnification payment, such amount and Purchaser shall not be promptly remitted required to the Indemnifying Party indemnify any Seller Indemnified Party, to the extent of the indemnification payment made). Each Indemnified Party any Losses that a court of competent jurisdiction shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged have determined by final judgment to have any responsibility for such Loss. Upon making resulted from the bad faith, gross negligence or willful misconduct of the party seeking indemnification. (b) If an Indemnifying Party makes any payment to the for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article IX, the such Indemnifying Party shall be subrogated, to the extent of such payment, to any all rights which and remedies of the Indemnified Party may have against to any Person insurance benefits of the Indemnified Party with respect to such Losses and with respect to the subject matter underlying claim giving rise to such Losses. (c) Any costs and expenses incurred by any Controlling Party in connection with a Third-Party Claim, including legal costs and expenses, shall be deemed to be Losses for purposes of determining the amount of Losses with respect to such Third-Party Claim. (d) Purchaser and Seller agree that, for purposes of computing the amount of any indemnification payment under this Article IX, any such indemnification claimpayment shall be treated as an adjustment to the Purchase Price for all Tax purposes, and the Indemnified Party shall assign any such rights adjustment shall be allocated to the Indemnifying PartyPurchase Price of the Purchased Interest or Purchased Asset to which such adjustment most closely relates. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of the definition of “Seller Taxes” and indemnification under this Agreement, references to “Seller Taxes” shall be deemed to include amounts that would have constituted “Seller Taxes” but for the set-off or other utilization of any loss, deduction or credit generated by Purchaser or any Affiliate thereof other than any Purchased Entity in any taxable period or any Purchased Entity in any Post-Closing Tax Period.

Additional Indemnification Provisions. (a) Any The Transferor Parties and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Section 7.14 and this Article X: (i) all Losses shall be reduced by (A) any insurance or other proceeds actually received by the Indemnified Party from any third party (including reinsurance or insurance proceeds and any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any such third party, and after taking into account any deductibles, copayments or other cost sharing arrangements) on account of the Losses, in each case, net of the present value of any increase in insurance premiums or other charges paid by the Indemnified Party resulting from such Losses and all costs and expenses reasonably incurred by the Indemnified Party in recovering such proceeds from such third party (such proceeds, “Eligible Third-Party Proceeds”) and (B) the amount of any Tax benefit, over the amount of any Tax detriment (“Net Tax Benefit”) actually realized by the Indemnified Party (or by its direct or indirect holders, in the case of an entity treated as a partnership for U.S. federal income tax purposes, calculated using the Assumed Tax Rate (but only taking into account the federal, state and local income taxes to the extent applicable in respect of such tax benefits and detriments)) for the year of the Loss and the three years following the year of the Loss as a result of sustaining any Losses, and (ii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any Losses to the extent arising from special circumstances of the Indemnified Party that becomes aware were not communicated prior to the date hereof by the Indemnified Party to the Indemnifying Party, (B) any punitive or special Losses other than punitive or special Losses recovered by third parties in connection with a Third-Party Claim, (C) any indirect or consequential Losses to the extent not the direct and reasonably foreseeable result of any breach by the Indemnifying Party of a Loss for which it seeks representation, warranty or covenant contained in this Agreement (provided, that this clause (C) shall not apply to any Losses that are recovered by third parties in connection with a Third-Party Claim), (D) any Losses to the extent based on reputational harm (other than any such Losses that are recovered by a third party in connection with a Third-Party Claim); and (E) any costs and expenses of investigation, assertion, dispute, enforcement, defense or resolution, including attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses, to the extent incurred in connection with any claim or dispute among the parties hereto as to whether a Transferor Indemnified Party, on the one hand, or an Acquiror Indemnified Party, on the other hand, is entitled to indemnification under Section 7.14 or this Article IX X for any particular Loss or Losses or to specific enforcement under Section 11.13 except to the extent that an Indemnified Party prevails with respect to a direct claim (for the avoidance of doubt, the limitations in this subsection (E) shall not apply with respect to costs and expenses relating to the investigation, assertion, dispute, enforcement, defense or resolution in respect of any Third-Party Claim, including reasonable attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses in respect of any Third-Party Claim, which costs and expenses shall be required subject to use commercially reasonable efforts the provisions of Section 10.4. No multiplier or similar concept shall be applied for the purposes of calculating Losses. In the event that an Indemnified Party actually realizes a Net Tax Benefit with respect to mitigate the Loss, including taking any actions reasonably requested a Loss subsequent to being indemnified for such Loss by an Indemnifying Party, and an such Indemnified Party shall, as promptly as practicable, reimburse such Indemnifying Party shall not be liable for any Loss the amount of such Net Tax Benefit, to the extent such Loss amount of Net Tax Benefit exceeds, at such time, the amount of any outstanding indemnification claims pursuant to Article X or Section 7.14. In connection with the determination of the amount of any pending or finally determined indemnification claim pursuant to Article X or Section 7.14, the amount of any Net Tax Benefit actually realized by any Indemnified Party at the time of such determination over the amount, at such time, of any outstanding indemnification claims pursuant to Article X or Section 7.14, shall be taken into account in the determination of the amount of such pending or finally determined indemnification claim. To the extent that any Net Tax Benefit is attributable actually realized following a forfeiture of Securities pursuant to Section 10.7, and prior to the Indemnified Party’s failure time that Class G Interests and Class H Interests can no longer convert to mitigate Class E Units, then such forfeited Securities shall, as promptly as practicable, be restored to Holding or the Lossapplicable Holder, as applicable, in an amount equal to the amount of such Net Tax Benefit actually realized over the amount, at such time, of any outstanding indemnification claims pursuant to Article X or Section 7.14, divided by the Market Price as of the date of such restoration (with such restored Securities allocated among Holding and each Holder in the same proportions, and as the same class of Securities, as the applicable forfeiture). (b) Any amount payable by an Indemnifying Party pursuant to this Article X or Section 7.14 shall be paid, subject to Section 10.7, promptly and payment shall not be delayed pending any determination of Eligible Third-Party Proceeds. In calculating the any case where an Indemnified Party recovers from a third Person any Eligible Third-Party Proceeds or any other amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to Section 7.14 or this Article X, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount of such Eligible Third-Party Proceeds, but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. In connection with the determination of the amount of any pending or finally determined indemnification is sought hereunderclaim pursuant to Article X or Section 7.14, the proceeds actually received amount of any Eligible Third-Party Proceeds recovered by any Indemnified Party under any insurance policy at the time of such determination shall be taken into account in the determination of the amount of such pending or finally determined indemnification claim. To the extent that Eligible Third-Party Proceeds are received following a forfeiture of Securities pursuant to Section 10.7, and prior to the time that Class G Interests and Class H Interests can no longer convert to Class E Units, then such forfeited Securities shall, as promptly as practicable, be restored to Holding or the applicable Holder, as applicable, in an amount equal to the amount of such Eligible Third-Party Proceeds received divided by the Market Price as of the date of such restoration (with such restored Securities allocated among Holding and each Holder in the same proportions, and as the same class of Securities, as the applicable forfeiture). (c) The parties hereto shall treat any claim, recovery, settlement or indemnification payment by or against made under this Agreement and any other Person (including adjustment thereto pursuant to any indemnitySection 10.9 as an adjustment to the consideration hereunder for all federal, contribution or similar proceeds recovered by state, local and foreign Tax purposes and the parties agree to file their Tax Returns accordingly. (d) If the Indemnified Party becomes aware that any portion of Losses reimbursed or to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third party insurance coverage provided by a third party insurer or by indemnification or other contribution provided by a third party under a Contract between or among the Indemnified Party and such third party, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use, if requested in writing by the Indemnifying Party, its commercially reasonable efforts at the sole cost of the Indemnifying Party to collect such insurance or other recoverable proceeds with respect to any such Losses. (e) The parties hereto acknowledge and agree that the same Loss may be subject to indemnification under more than one subsection of Section 10.2 or Section 10.3(a), respectively; provided, however, that, in no event shall the Transferor Indemnified Parties, on the one hand, or the Acquiror Indemnified Parties, on the other hand, be entitled to duplicative recoveries for the same underlying Loss. (f) Notwithstanding anything to the contrary in this Agreement, in no event shall the Holders or Holding or any Indemnifying Party related to any Holder or Holding be liable for any Losses that constituted a Current Liability for purposes of determining Closing Date Net Working Capital in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent calculation of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party Final Deficit Amount pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartySection 2.8.

Additional Indemnification Provisions. (a) Any party The Transferor Parties and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that becomes aware of a Loss for which it seeks with respect to each indemnification under obligation set forth in Section 7.14 and this Article IX X: (i) all Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking reduced by (A) any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the insurance or other proceeds actually received by any the Indemnified Party under from any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person third party (including pursuant to reinsurance or insurance proceeds and any indemnity, contribution or other similar proceeds payment actually recovered by any Indemnified Party from any such third party, and after taking into account any deductibles, copayments or other cost sharing arrangements) on account of the Losses, in each case, net of the present value of any increase in insurance premiums or other charges paid by the Indemnified Party resulting from such Losses and all costs and expenses reasonably incurred by the Indemnified Party in recovering such proceeds from such third party (such proceeds, “Eligible Third-Party Proceeds”) and (B) the amount of any Tax benefit, over the amount of any Tax detriment (“Net Tax Benefit”) actually realized by the Indemnified Party (or by its direct or indirect holders, in the case of an entity treated as a partnership for U.S. federal income tax purposes, calculated using the Assumed Tax Rate (but only taking into account the federal, state and local income taxes to the extent applicable in respect of such tax benefits and detriments)) for the year of the Loss and the three years following the year of the Loss as a result of sustaining any Losses, and (ii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any Losses to the extent arising from special circumstances of the Indemnified Party that were not communicated prior to the date hereof by the Indemnified Party to the Indemnifying Party, (B) any punitive or special Losses other than punitive or special Losses recovered by third parties in connection with the facts giving rise a Third-Party Claim, (C) any indirect or consequential Losses to the right extent not the direct and reasonably foreseeable result of indemnificationany breach by the Indemnifying Party of a representation, warranty or covenant contained in this Agreement (provided, that this clause (C) shall not apply to any Losses that are recovered by third parties in connection with a Third-Party Claim), net (D) any Losses to the extent based on reputational harm (other than any such Losses that are recovered by a third party in connection with a Third-Party Claim); and (E) any costs and expenses of any deductible investigation, assertion, dispute, enforcement, defense or actual costs or expenses resolution, including attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses, to the extent incurred in connection with securing any claim or obtaining such proceedsdispute among the parties hereto as to whether a Transferor Indemnified Party, shall be deducted from on the amount of such one hand, or an Acquiror Indemnified Party, on the other hand, is entitled to indemnification under Section 7.14 or this Article X for any particular Loss or Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent or to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party specific enforcement under Section 11.13 except to the extent of the indemnification payment made). Each that an Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person prevails with respect to a direct claim (for the subject matter underlying such indemnification claimavoidance of doubt, the limitations in this subsection (E) shall not apply with respect to costs and the Indemnified Party shall assign any such rights expenses relating to the Indemnifying Party.investigation, assertion, dispute, enforcement, defense or resolution in respect of any Third-Party Claim, including reasonable

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement, all Covered Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any third-party insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance or indemnification, contribution or similar proceeds in respect of such amounts Covered Loss are actually recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation with respect to such Covered Loss, such amount proceeds (net of the reasonable out-of-pocket costs of securing the same) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each , and the Indemnified Party shall use use, and cause its Affiliates to use, commercially reasonable efforts to collect seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder and shall be permitted to offset against any amounts available under recovery the reasonable out-of-pocket costs of seeking such insurance coverage and from such other Person alleged to have any responsibility for such Lossrecovery. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties (other than customers of the Business and any material suppliers to the Business) with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. The indemnification obligations of Purchaser and Seller in respect of the allocation of Assumed Liabilities and Retained Liabilities shall not govern the allocation of responsibility for Liabilities between Purchaser, Seller and their respective Affiliates in respect of any commercial arrangements unrelated to this Agreement between the parties, such matters being addressed in the terms thereof.

Additional Indemnification Provisions. (a) Any party AIG and the Purchaser agree, for themselves and on behalf of their respective Affiliates and Representatives, that becomes aware of a Loss for which it seeks with respect to each indemnification under obligation in this Article IX Agreement, any Transaction Documents or any other document executed or delivered in connection with the Closing (i) each such obligation shall be required to use commercially reasonable efforts to mitigate calculated on an After Tax Basis, (ii) all Losses once finally determined shall be net of any Eligible Insurance Proceeds and (iii) in no event shall the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable have liability to the Indemnified Party’s failure to mitigate the LossParty for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items. (b) In calculating the Any amount of any Loss for which indemnification is sought hereunder, the proceeds actually received payable by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the an Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, VII shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds. In any case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds or any other amount in respect of any Losses for which an Indemnifying Party has actually reimbursed it pursuant to this Article VII such Indemnified Party shall promptly pay over to the Indemnifying Party shall be subrogatedthe amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to the extent or on behalf of such payment, to any rights which the Indemnified Party may have against in respect of such claim and (ii) any Person with respect amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) The parties shall and shall cause each of their respective Affiliates to treat the amount of any indemnification payment made under this Article VII, Section 1.3(b)(v), Section 6.4 or Sections 5.1(d) or (e) as an adjustment to the subject matter underlying such indemnification claimPurchase Price for all Tax purposes. (d) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, and in whole or in part, by third party insurance coverage, the Indemnified Party shall assign any such rights promptly give notice thereof to the Indemnifying PartyParty (a “Notice of Insurance”). If the Indemnifying Party so requests within one hundred eighty (180) days after receipt of a Notice of Insurance, the Indemnified Party shall use its reasonable efforts to collect the maximum amount of insurance proceeds thereunder, in which event all such proceeds actually received shall be considered “Eligible Insurance Proceeds.”

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be (a) Any party that becomes aware net of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate any Tax benefits actually realized by the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Indemnified Party shall not be liable for any Loss to in connection with the extent incurrence of such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. and (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any third-party insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance or indemnification, contribution or similar proceeds in respect of such amounts facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each , and the Indemnified Party shall use use, and cause its Affiliates to use, commercially reasonable efforts to collect any amounts available seek full recovery under all insurance and indemnity, contribution or similar provisions covering such insurance coverage and from Loss to the same extent as it would if such other Person alleged Loss were not subject to have any responsibility for such Lossindemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXVI, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. For purposes of this Section 6.06, a Tax benefit shall be deemed to have been actually realized if, and to the extent, the hypothetical Tax liability, if any, of the Indemnified Party (or any affiliated, combined, consolidated or unitary group of which the Indemnified Party is a member) for any taxable year, calculated without taking into account any Tax items attributable to the Loss, exceeds the actual Tax liability, if any, of the Indemnified Party (or any affiliated, combined, consolidated or unitary group of which the Indemnified Party is a member) for such taxable year, calculated by taking into account any Tax items attributable to such Loss.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX shall be required to use commercially reasonable efforts to mitigate the LossAgreement, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount of Covered Losses shall calculated net of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any third-party insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance or indemnification, contribution or similar proceeds in respect of such amounts facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each , and the Indemnified Party shall use use, and cause its Affiliates to use, commercially reasonable efforts to collect any amounts available seek full recovery under all insurance and indemnity, contribution or similar provisions covering such insurance coverage and from Covered Loss to the same extent as it would if such other Person alleged Covered Loss were not subject to have any responsibility for such Lossindemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. The amount of Covered Losses shall be calculated without any adjustment for Tax benefits to the Indemnified Party. If a payment for a Covered Loss has been made pursuant to this Article IX and the Indemnified Party actually receives (including through a reduction in Taxes otherwise paid or required to be paid) a net Tax benefit (calculated on a “with and without” basis and taking into account the intended Tax treatment of indemnification payments under this Agreement in accordance with Section 9.9, any reduction in Tax attributes of the Indemnified Party, including depreciable and/or amortizable Tax basis and any costs and out of pocket expenses incurred in connection with the realization and receipt of such Tax benefit) with respect to the corresponding Covered Loss in the Tax year in which the Covered Loss is suffered or the next succeeding Tax year, the Indemnified Party shall pay to the Indemnifying Party an amount equal to such net Tax benefit actually received; provided, that the Indemnified Party shall not be obligated, in any event, to pay to the Indemnifying Party more than the amount of the corresponding payment made by the Indemnifying Party to the Indemnified Party with respect to the applicable Covered Loss.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be decreased by (a) Any party that becomes aware any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the such Covered Loss, including taking any actions net of costs reasonably requested incurred by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. Party in connection therewith and (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any third-party insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of costs reasonably incurred by the Indemnified Party in seeking such collection or indemnity and any deductible or actual costs or expenses incurred increase in connection with securing or obtaining such proceeds, shall be deducted from premiums as a result of the amount of such Losses associated claims (it being agreed that if any such amounts third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party Party, subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, the amount of any such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each The Indemnified Party shall use commercially use, and cause its Affiliates to use, reasonable best efforts to collect seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder; provided that nothing set forth in this Section 9.6 shall require any amounts available Indemnified Party to pursue any claim under any such insurance coverage and from such other Person alleged policy prior to have any responsibility for such Losspursuing an indemnification claim against the Indemnifying Party. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty to such extent.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement: (i) each such obligation shall be required reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) realizable by the Indemnitee that arises out of the Losses giving rise to use commercially reasonable efforts the indemnity obligation, (i) all Losses shall be net of any amounts that have been recovered by the Indemnitee pursuant to mitigate the any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss, including taking (iii) all Losses will be determined after deducting therefrom the amount of any actions reasonably requested by an Indemnifying Party, specific reserve with respect to such matter on the Final Purchase Price Statement; and an Indemnifying Party (iv) Seller shall not be liable for any Loss Losses to the extent that such Loss is attributable Losses suffered or incurred by any Buyer Indemnified Party were credited to Buyer in the Indemnified Party’s failure to mitigate calculation of the LossPurchase Price as reflected on the Final Purchase Price Statement. Tax benefits and Tax costs shall be calculated on an assumed basis using reasonable assumptions as agreed upon by the Indemnitee and the Indemnitor with any disputes related thereto treated as a Tax Dispute for purposes of Section 9.08 and shall be reflected in any indemnity obligation at the time of payment. (b) In calculating the amount of If an Indemnitor makes any Loss payment for which indemnification is sought hereunder, the proceeds actually received any Losses suffered or incurred by any Indemnified Party under any insurance policy or an Indemnitee pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right provisions of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentthis Article XII, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party Indemnitor shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnitee to any rights which insurance benefits or other claims of the Indemnified Party may have against any Person Indemnitee with respect to such Losses and with respect to the claim giving rise to such Losses. (c) For purposes of determining the amount of Losses subject matter underlying to indemnification pursuant to Section 12.02, but not for purposes of determining whether the representations and warranties giving rise to such right to indemnification claimhave been breached, such Losses shall be determined without regard to any qualifications or exceptions contained in such representation and the Indemnified Party shall assign any such rights warranty relating to the Indemnifying Partymateriality or similar qualification.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be (a) Any party reduced by any Tax benefits arising from or in connection with the incurrence of such Covered Loss (determined on a “with and without basis”) that becomes aware of are actually realized by the Indemnified Party or its Affiliates (in cash or as a reduction in Taxes otherwise due) in the taxable period in which such Covered Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Partyis incurred, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any third-party insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance or indemnification, contribution or similar proceeds in respect of such amounts facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each , and indemnification shall not be available hereunder unless the Indemnified Party shall use first uses, and causes its Affiliates to use, commercially reasonable efforts to collect any amounts available seek full recovery under all insurance and indemnity, contribution or similar provisions covering such insurance coverage and from Covered Loss to the same extent as it would if such other Person alleged Covered Loss were not subject to have any responsibility for such Lossindemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement or any other Transaction Document: (i) all Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the third-party insurance proceeds that have been actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance or indemnification proceeds in respect of such amounts Losses are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any use its good faith efforts to seek full recovery under all insurance provisions covering such rights Loss to the same extent as it would if such Loss were not subject to indemnification hereunder; provided that, the amount deemed to be recovered under insurance policies will be net of the deductible for such policies as well as any increase in the premium (and retro-premium adjustments) for such policies to the extent arising out of or in connection with such Losses; and (ii) in no event shall the Indemnifying PartyParty have liability to the Indemnified Party for any Losses computed on (A) a multiple of earnings, book value or similar basis or (B) diminution in value, lost profits or consequential (except to the extent such diminution in value, lost profits or consequential damages are the reasonably foreseeable result of the applicable breach giving rise thereto), special, speculative, incidental, indirect or punitive damages or similar items, in each case, except to the extent such Losses are payable by the applicable Indemnified Party in connection with a Third-Party Claim. (b) For purposes of determining the amount of Losses subject to indemnification pursuant to Section 10.2(a)(i) and Section 10.3(a)(i), but not for purposes of determining whether the representations and warranties giving rise to such right to indemnification have been breached, such Losses shall be determined without regard to any “Material Adverse Effect,” “materiality” or similar qualifications contained therein or applicable thereto.

Additional Indemnification Provisions. (ai) Any party that becomes aware of If any event occurs which would otherwise entitle any Indemnified Party to assert a Loss claim for which it seeks indemnification under this Article IX shall Section 9.1, no Losses will be required deemed to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested have been sustained by an Indemnifying Party, and an Indemnifying such Indemnified Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any actually receives indemnification or other recovery for such Losses from a third party, including an insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person company (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification)each case, net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceedsdeductibles, shall be deducted from the amount co-insurance and cost of such Losses (it being agreed recovery); provided, however, that if any such amounts are recovered by the Indemnified Party subsequent receives any insurance proceeds or other compensation from third parties, with respect to any particular Losses, after having received any indemnification payment under this Agreement with respect to the Indemnifying Party’s making of an indemnification paymentsame Losses, such amount shall be Indemnified Party will promptly remitted refund and pay to the Indemnifying Party an amount equal to such insurance proceeds or other compensation from third parties 121 (ii) Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have no right to indemnification under this Section 9.1 with respect to any Losses or alleged Losses to the extent of such Losses or alleged Losses are specifically included in the indemnification payment made). Each Indemnified Final Purchase Price, as finally determined in accordance with Section 2.3, resulting in a Final Purchase Price that is lower than if such amount had not been included. (iii) If an Indemnifying Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making makes any payment to the for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article IXSection 9.1, the such Indemnifying Party shall be subrogated, to the extent of such payment, to any all rights which and remedies of the Indemnified Party may have against to any Person insurance benefits of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (iv) Any costs and expenses incurred by any Controlling Party in connection with a Third-Party Claim, including legal costs and expenses, shall be deemed to be Losses for purposes of determining the amount of Losses with respect to such Third- Party Claim. (v) Any amount subject matter underlying to indemnification pursuant to this Section 9.1 shall be calculated (A) net of any insurance proceeds actually received on account of such indemnification claim, Losses in accordance with Section 9.1(f)(i) and (B) net of any Tax benefits actually realized by the Indemnified Party shall assign any in the form of a reduction in Taxes payable by such rights Indemnified Party (as determined on a “with and without” basis) in the taxable year in which such loss is sustained by such Indemnified Party, which reduction is directly attributable to the Indemnifying deductibility of such Loss, and shall be increased by any Taxes incurred (or that would be incurred in the absence of any net operating loss generated in a Post-Closing Period) as a result of the receipt of any insurance proceeds or indemnity payment hereunder (as determined on a “with and without” basis) in the taxable year in which such Losses are sustained by such Indemnified Party, which reduction is directly attributable to the deductibility of such Losses. (vi) Any payments made by Purchaser, MIC, Seller, the Company, any Company Subsidiary, or any of their respective Affiliates pursuant to this Section 9.1 shall be treated as an adjustment to the purchase price for U.S. federal, state, local and foreign income Tax purposes to the extent permitted by Law 122 (vii) Nothing in this Agreement will limit any requirements imposed on the Indemnified Parties under applicable Law to mitigate Losses.

Additional Indemnification Provisions. (a) Any party that becomes aware The amount of a Loss for which it seeks indemnification any and all Losses under this Article IX VIII shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested reduced by an Indemnifying Partyamount equal to: (i) any Tax benefit actually realized through a reduction in Taxes otherwise payable in the taxable period of the Loss and the two following taxable periods by any party seeking indemnification hereunder arising in connection with the accrual, and incurrence or payment of any such Losses (but increased by an Indemnifying Party shall not be liable for amount equal to any Loss to tax imposed because of the extent such Loss is attributable to receipt by the Indemnified Party’s failure to mitigate the Loss. Party of such indemnity payments) and (bii) In calculating the amount of any Loss for which indemnification is sought hereunderinsurance, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution reimbursement arrangement, contract or similar other proceeds that have been recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification), net of indemnification (less any deductible or actual costs or and expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making in connection with recovery of such insurance proceeds and any related increases in insurance premiums) (each, an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made“Alternative Recovery”). Each The Indemnified Party shall use commercially reasonable efforts to collect seek full recovery under all such Alternative Recoveries with respect to any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment Loss to the same extent as such Indemnified Party pursuant would if such Loss were not subject to this Article IX, the Indemnifying Party shall be subrogatedindemnification hereunder. Each party hereby waives, to the extent of such paymentpermitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any rights which indemnifiable Losses. In the event that the Indemnified Party may have against receives recovery of any Person with respect amount pursuant to an Alternative Recovery for which it has already been indemnified by the subject matter underlying such indemnification claimIndemnifying Party hereunder, and the Indemnified Party shall assign any such rights will as soon as reasonably practicable refund an equal amount to the Indemnifying Party. (b) Notwithstanding anything to the contrary contained in this Agreement; (i) absent Fraud, the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a) shall be $330 million; provided, that such limitation with respect to Losses arising out of or resulting from a breach of a Seller Fundamental Representation shall be $660 million; (ii) absent Fraud, the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a), other than a claim for indemnification arising out of or resulting from a breach of a Seller Fundamental Representation or a breach of the representation set out in Section 3.13(f), unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller equals or exceeds $20 million (the “Basket Amount”), in which case the Seller shall be liable for the entire Loss (not just the Losses in excess of the Basket Amount); provided, however, that no Losses, other than Losses arising out of or resulting from a breach of a Seller Fundamental Representation, may be claimed by any Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for purposes of this clause other than Losses in excess of $165,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iii) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that a specific, identifiable accrual or reserve for the amount of such Loss was reflected in the Financial Statements; (iv) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 2.9; (v) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or 57 opportunity relating to the breach or alleged breach of this Agreement, except to the extent payable to a third party; (vi) in determining whether a breach of a representation or warranty hereunder has occurred, or calculating the amount of Losses indemnifiable hereunder, any qualifications as to materiality (including the word “material”), “Material Adverse Effect”, or other similar materiality qualifications included in any representation or warranty hereunder shall be disregarded; (vii) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent arising out of or resulting from a breach of the representations and warranties in Section 3.15 or a Seller Environmental Liability if and to the extent that such Loss arises out of or results from: (A) a change in the use of any Real Property from use as an industrial manufacturing facility to a nonindustrial use, as such use is classified under the Environmental Laws applicable to the relevant Real Property; (B) any invasive investigations, sampling or monitoring of any Real Property from and after Closing (including “Phase 2” soil and groundwater testing) unless (i) required by Environmental Law, an Environmental Permit, a Governmental Authority, or an order, judgment or an arbitral award pursuant to Environmental Laws; (ii) reasonably necessary to investigate or ▇▇▇▇▇ an imminent hazard as defined by Environmental Law; (iii) reasonably necessary to respond to a third-party claim if such invasive investigation, sampling or monitoring is recommended by a licensed environmental consultant based upon prior sampling that indicates a release has occurred on the Real Property in question; (iv) conducted as part of a bona fide construction, demolition, de-commissioning, closure or necessary repair of subsurface utilities or features, in all cases, if soil or groundwater testing is required pursuant to any Environmental Law in connection with such activity or required to characterize and dispose of Hazardous Substances offsite; or (v) required by the terms of an applicable lease; (C) the new release of Hazardous Substances by any Person unrelated to the Seller or its Affiliates after Closing, provided, that the migration or degradation of Hazardous Substances existing on, under or about the Real Property as of the Closing Date shall not be considered a new release; and (D) passage of, or any change in, any Law after the Closing Date; provided, that if a claim relates to non-compliance with Environmental Laws on or prior to the Closing Date, the remediation shall be measured relative to compliance with Environmental Laws at the time of the remediation, even if such Environmental Law may have changed since the Closing Date. (viii) upon receipt of Regulatory Closure at any Real Property, the Seller shall have no further obligation or responsibility under this Agreement with respect to related Seller Environmental Liabilities unless a Governmental Authority subsequently requires additional remediation due to contamination at the applicable Real Property which predates Closing.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement: (i) each such obligation shall be required reduced by any Tax benefit actually realized in cash by the Indemnified Party during the taxable period in which such Loss arises or any of the three succeeding taxable periods (excluding, for the avoidance of doubt, any Tax benefit that represents only an acceleration of the timing with respect to use commercially reasonable efforts which a loss, deduction, or other tax attribute is taken into account rather than a Tax benefit that results in permanent reduction in Tax Liability), (ii) all Losses shall be net of any amounts (less Recovery Expenses) that have been recovered by the Indemnified Party pursuant to mitigate the any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss, including taking (ii) all Losses shall be net of any actions reasonably requested amounts (less Recovery Expenses) that have been recovered by an Indemnifying Partythe Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss, (iii) all Losses will be determined after deducting therefrom the amount of any reserve with respect to such matter on the Final Closing Statement and an Indemnifying Party (iv) Seller shall not be liable for any Loss Losses to the extent that such Loss is attributable Losses suffered by any Buyer Indemnified Party (A) result from the failure of such Buyer Indemnified Party to the Indemnified Party’s failure take reasonable action to mitigate such Losses, (B) are taken into account in the Losscalculation of Final Working Capital, or (C) are caused by or result from any action taken at the request of Buyer. (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of If an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making makes any payment to the for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article IXXII, the such Indemnifying Party shall be subrogated, to the extent of such payment, to any all rights which and remedies of the Indemnified Party may have against to any Person insurance benefits or other Claims of the Indemnified Party with respect to such Losses and with respect to the subject matter underlying Claim giving rise to such indemnification claimLosses, and the Indemnified Party shall assign any such rights in each case, to the Indemnifying Partyextent permitted by the applicable insurance policies.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX X, all Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the third-party insurance and 92 indemnity proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered that are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification), indemnification in each case net of any deductible or copayment, the costs of filing a claim, arbitration costs, the Indemnified Party’s actual increase in applicable insurance or other premiums attributable to such recovery and all other out-of-pocket costs or expenses incurred in connection with securing or obtaining related to such proceeds, shall be deducted from the amount of such Losses recovery (it being agreed that if any third-party insurance or indemnification proceeds in respect of such amounts facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each The Indemnified Party shall use use, and cause its Affiliates to use, commercially reasonable efforts to collect seek recovery under all insurance and indemnity provisions covering any amounts available under Losses for which it is seeking indemnification hereunder to the same extent as it would if such insurance coverage and from such other Person alleged Loss were not subject to have any responsibility for such Lossindemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement, all Covered Losses shall be required to use commercially reasonable efforts to mitigate net of (i) any Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits actually realized in cash by the LossPurchased Entity or its Subsidiaries (excluding, including taking for the avoidance of doubt, any actions reasonably requested Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits realized by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss the direct or indirect owners of the Purchased Entity) with respect to the extent taxable period in which such Covered Loss is attributable to arises, any prior taxable period, or any of the Indemnified Party’s failure to mitigate the Loss. six succeeding taxable periods, which amount shall be measured on a “with and without” basis and (bii) In calculating the amount of any Loss for which indemnification is sought hereunder, the third-party insurance proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance proceeds in respect of such amounts facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds (net of associated fees, costs and expenses actually incurred in collecting such proceeds) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each , and an Indemnified Party shall use commercially reasonable best efforts to collect any amounts recover from such third party insurance, but indemnification shall be available hereunder regardless of whether an Indemnified Party recovers under such insurance coverage and from in respect of such other Person alleged to have any responsibility for such Covered Loss. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person insurance carrier with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder. (b) In no event shall any Indemnified Party be entitled to duplicative recovery directly or indirectly for the same Covered Loss, including in the case of either Seller or Purchaser (or any of their respective Affiliates), in their respective capacities as direct or indirect holders of Purchased Entity Equity Interests following the Closing (it being understood that the intent of this provision is to avoid “double counting”). In the case of any indemnification pursuant to Section 10.2, no Purchaser Indemnified Party, and in the case of any indemnification pursuant to Section 10.4, no Seller Indemnified Party, shall be entitled to recover Covered Losses in respect of Liabilities of the Purchased Entity or any of its Subsidiaries indirectly borne by any Seller Indemnified Party or Purchaser Indemnified Party, as applicable, as a result of its direct or indirect equity investment in the Purchased Entity and its Subsidiaries or any diminution in value of such equity investment attributable thereto.

Additional Indemnification Provisions. (a) Any party that becomes aware of With respect to each indemnification obligation contained in a Loss for which it seeks indemnification under this Article IX Transaction Agreement (i) all Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the third-party insurance proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance proceeds in respect of such amounts facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each , and the Indemnified Party shall use use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder; and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party for any consequential, special, incidental, indirect or punitive damages. From and after the Closing, Buyer shall cause the Business Subsidiaries not to commute, settle or otherwise diminish the insurance coverage available as of the Closing Date with respect to the Specified Matters or with respect to obligations of the Business Subsidiaries under the Specified Contracts or relating to the businesses divested pursuant to the Specified Contracts, and to cooperate fully with Seller in connection with efforts to claim and collect any amounts available under such insurance coverage insurance. (b) The rights and from remedies of any party in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts or circumstances upon which any claim of any such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall inaccuracy or breach is based may also be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, warranties and covenants of Seller and Buyer’s rights to indemnification with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of Buyer (including by any of its advisors, consultants or representatives) or by reason of the fact that Buyer or any of such indemnification claimadvisors, and the Indemnified Party shall assign consultants or representatives knew or should have known that any such rights to the Indemnifying Partyrepresentation or warranty is, was or might be inaccurate or by reason of Buyer’s waiver of any condition set forth in Section 8.02.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses and Excluded Taxes shall be (a) Any party that becomes aware of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the Loss, including taking reduced by any actions reasonably requested Tax benefits actually realized by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate Party or its Affiliates in connection with the Loss. incurrence of such Covered Loss or Tax and (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any third-party insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered or are recoverable (net of any Taxes or other expenses incurred in connection with such recovery) by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance or indemnification, contribution or similar proceeds in respect of such amounts facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and indemnification shall not be available hereunder unless the Indemnified Party first uses, and causes its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss or Tax to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Each Without limiting the foregoing, in the event that (i) the Indemnifying Party elects to estimate and prepay to the Indemnified Party a Covered Loss or Excluded Tax upon receipt of notification from the Indemnified Party of an Indemnified Tax Proceeding, Third Party Claim or other indemnification claim, and (ii) such estimated prepaid amounts are subsequently determined, subject to and in accordance with the terms of this Article X, to be in excess of the actual amount of the Covered Loss or Excluded Tax, the Indemnified Party shall use commercially reasonable efforts promptly remit to collect the Indemnifying Party such excess amount. As an exception to the foregoing and for the avoidance of doubt, neither the Purchaser nor any amounts available of its Affiliates shall be obliged to first seek recovery under such the Seller’s insurance coverage and policies pursuant to the terms of Section 5.8 before seeking indemnification from such the Seller or its Affiliates under this Agreement or any of the other Person alleged to have any responsibility for such LossTransaction Documents. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder. ▇▇▇▇▇▇▇▇▇ agrees that the R&W Insurance Policy will expressly exclude any right of subrogation against Seller and its Affiliates, except in case of Fraud. No Indemnified Party shall be entitled to recover more than once in respect of the same Covered Loss, and for the avoidance of doubt, no indemnification shall be owed to any Indemnified Party pursuant to this Article X for any Covered Losses the extent that such Covered Losses are reflected, reserved, accrued, recorded or included in the Working Capital, the Adjustment Amount or Indebtedness, in each case as finally determined pursuant to Section 2.5.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement, all Covered Losses shall be required to use commercially reasonable efforts to mitigate net of (i) any Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits actually realized in cash by the LossPurchased Entity or its Subsidiaries or Washington and its Subsidiaries, including taking as applicable, (excluding, for the avoidance of doubt, any actions reasonably requested Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits realized by an Indemnifying Partythe direct or indirect owners of the Purchased Entity or Washington, and an Indemnifying Party shall not be liable for any Loss as applicable) with respect to the extent taxable period in which such Covered Loss is attributable to arises or any of the Indemnified Party’s failure to mitigate the Loss. three succeeding taxable periods, which amount shall be measured on a “with and without” basis and (bii) In calculating the amount of any Loss for which indemnification is sought hereunder, the third-party insurance proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance proceeds in respect of such amounts facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds (net of associated fees, costs, deductibles and other losses and expenses actually incurred in collecting such proceeds (including any resulting increase in insurance premiums)) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each , and an Indemnified Party shall use commercially reasonable best efforts to collect any amounts recover from such third party insurance, but indemnification shall be available hereunder regardless of whether an Indemnified Party recovers under such insurance coverage and from in respect of such other Person alleged to have any responsibility for such Covered Loss. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXXIII, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person insurance carrier with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder. (b) In no event shall any Indemnified Party be entitled to duplicative recovery directly or indirectly for the same Covered Loss.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) Any party that becomes aware any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. and (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the third-party insurance or reimbursement proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any such amounts proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification payment madeobligations). Each , and the Indemnified Party shall use commercially use, and cause its Affiliates to use, reasonable best efforts to collect any amounts available seek full recovery under all insurance and other indemnity and reimbursement provisions covering such insurance coverage and from Losses to the same extent as it would if such other Person alleged Losses were not subject to have any responsibility for such Lossindemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss If Losses with respect to any claim for which it seeks indemnification under this Article IX Section 6.2 may be covered by an insurance policy of any Indemnifying Party, at the request of an Indemnified Party and without further consideration, such Indemnifying Party shall be required to use commercially reasonable efforts to mitigate the Loss, including taking seek and recover all payments under any actions reasonably requested by an Indemnifying Party, and an such insurance policy to which such Indemnifying Party shall not may be liable for any Loss entitled with respect to such Losses and pay over such amounts to the extent such Loss is attributable to the applicable Indemnified Party’s failure to mitigate the Loss. (b) The Seller Indemnifying Parties shall have no indemnity obligation with respect to any claim for Losses that are wholly or partly attributable to any voluntary act, omission, transaction or arrangement of the Buyer Parties from and after the Closing Date. (c) In calculating no event shall any party have any liability pursuant to this Article VI for any consequential, special, incidental, indirect or punitive damages, lost revenue, profits or income, diminution in value, loss of business reputation or opportunity or similar items. (d) With respect to the amount indemnification obligation set forth in this Article VI; (x) all Losses shall be calculated on an After-Tax Basis; (y) all Losses shall be net of any Loss for which indemnification is sought hereunder, the third-party insurance proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification); and (z) each party shall mitigate any Losses for which that party seeks indemnification pursuant to this Article VI. In any case where an Indemnified Party recovers from a third party any amount in respect of a matter for which an Indemnifying Party has previously indemnified it pursuant to this Article VI, net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted pay over to the Indemnifying Party to the extent amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the indemnification payment made). Each Indemnified sum of (i) any amount previously paid by the Indemnifying Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to or on behalf of the Indemnified Party pursuant to this Article IXin respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. Upon payment in full of any such amounts recovered, the Indemnifying Party shall be subrogated, subrogated to the extent of such payment, payment to any the rights which of the Indemnified Party may have against any Person (other than an Indemnified Party) with respect to the subject matter underlying of such indemnification claim, and the . Any Indemnified Party shall assign any such rights to or otherwise reasonably cooperate with the Indemnifying PartyParty to pursue any claims against, or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation in this Article IX IX, all Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking net of any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Lossrelated Eligible Insurance Proceeds (as defined below). (b) In calculating any case where the Indemnified Party or its Affiliates recovers from a third party any amount in respect of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered paid by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of reasonable costs incurred by it or its Affiliates in procuring such recovery, which costs shall not exceed the amount so recovered) but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such Loss. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article IX could be recovered from a third party not affiliated with the Indemnified Party based on the underlying claim or demand asserted against the Indemnifying Party, then the Indemnified Party shall promptly give notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party, shall use commercially reasonable efforts to collect the maximum amount recoverable from such third party, in which event the Indemnifying Party shall be subrogatedreimburse the Indemnified Party for all reasonable costs and expenses incurred in connection with such collection (which costs and expenses of collection shall not exceed the amount recoverable from such third party). If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article IX could have been recovered from a third party not affiliated with the Indemnified Party based on the underlying claim or demand asserted against the Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such paymentthird party as are necessary to permit the Indemnifying Party to recover from such third party any amount actually paid by the Indemnifying Party pursuant to this Article IX. (d) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article IX may be covered, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claimin whole or in part, and by third-party insurance coverage, the Indemnified Party shall assign any such rights promptly give notice thereof to the Indemnifying Party; provided, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall, and shall cause its Affiliates to, use commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increase in insurance premiums or other charges paid or reasonably expected to be paid by the Indemnified Party or its Affiliates arising out of such Loss) shall be considered “Eligible Insurance Proceeds.” (e) The Indemnifying Party shall not be liable under this Article IX in respect of any Loss which is contingent unless and until such contingent Loss becomes an actual liability and is due and payable. (f) The Indemnified Party shall, and shall cause its Affiliates to, procure that all commercially reasonable steps are taken, and all commercially reasonable assistance is given (g) The parties hereto acknowledge and agree that the same Loss may be subject to indemnification under more than one subsection of Section 9.1(a) or Section 9.2(a), respectively; provided, however, that in no event shall the Seller Indemnified Parties, on the one hand, or the Purchaser Indemnified Parties, on the other hand, be entitled to duplicative recoveries for the same underlying Loss; and, provided, further, that there shall be no indemnification pursuant to Section 9.1 or Section 9.2 with respect to any Losses which are expressly subject to indemnification under any of the other Transaction Documents, the sole remedy for which shall be as set forth in such other Transaction Documents. (h) If, prior to the Closing, Purchaser or Purchaser Parent has knowledge of any breach by any of Seller, Seller Parent or UIM, as applicable, of any representation, warranty, covenant or agreement contained in this Agreement, Purchaser and Purchaser Parent shall be deemed to have waived such breach, and Purchaser, Purchaser Parent and the other Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to Section 9.1 to ▇▇▇ for Losses or to assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein. SECTION 9.7

Additional Indemnification Provisions. (ai) The parties hereto agree, for themselves and on behalf of any of their respective Related Parties and Representatives, that, with respect to each indemnification obligation in this Section 17, (i) all Losses shall be net of any Eligible Insurance Proceeds (as defined below) and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party for any punitive, incidental, special, indirect or consequential damages, except to the extent that the Indemnified Party pays punitive, incidental, special, indirect or consequential damages to a third party in respect of a Third Party Claim. (ii) Any party that becomes aware of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested amount payable by an Indemnifying Party, Party pursuant to this Section 17 shall be paid promptly and an Indemnifying Party payment shall not be liable for delayed pending any Loss to the extent such Loss is attributable to the determination of Eligible Insurance Proceeds or Retained Insurance Proceeds (as defined below). In any case where an Indemnified Party’s failure to mitigate the Loss. (b) In calculating the Party recovers from a third Person, any amount in respect of any Loss for which indemnification is sought hereundersuch Indemnified Party has actually been reimbursed by an Indemnifying Party pursuant to this Section 17 (other than Retained Insurance Proceeds), such Indemnified Party shall promptly pay over to the proceeds actually received Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such Loss and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (iii) All payments required to be made by an Indemnifying Party under this Section 17 to any Indemnified Party under shall be without set-off, counterclaim or deduction of any kind. (iv) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance policy or pursuant coverage (each, an "Insurance Policy"), the Indemnified Party shall promptly give notice thereof to any claimthe Indemnifying Party (a "Notice of Insurance"). If the Indemnifying Party so requests within 30 days after receipt of a Notice of Insurance, recoverythe Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder, settlement or payment by or against any other Person in which event (including pursuant to any indemnityi) all such proceeds actually received, contribution or similar proceeds recovered net of costs reasonably incurred by the Indemnified Party in seeking such collection, shall be considered "Eligible Insurance Proceeds" and (ii) the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs incurred in connection with such collection and the amount of any prospective or retroactive increase in premiums actually paid by the Indemnified Party under the Insurance Policy (as such increased premiums are incurred) directly related to the payment of Eligible Insurance Proceeds for such Loss for three years following the next renewal of such Insurance Policy. If the Indemnifying Party does not request that the Indemnified Party seek coverage of any portion of such Loss under the Insurance Policy within 30 days after receipt of a Notice of Insurance, (i) any proceeds that the Indemnified Party may receive thereunder shall be considered "Retained Insurance Proceeds" and (ii) the Indemnifying Party shall have no liability for any premium increases thereunder relating to the collection of such Retained Insurance Proceeds. (v) If the indemnification provided for in this Section 17 is unavailable or insufficient to hold harmless an Indemnified Party, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of Guarantor, on the one hand, and PSLT-ALS Holdings, on the other hand, in connection with the facts statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by PSLT-ALS Holdings, on the one hand, or by Guarantor, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. (vi) Notwithstanding anything to the contrary in this Section 17, to the extent that the Indemnified Party or an Affiliate realizes an actual Tax (as defined below) benefit as a result of the event giving rise to the right indemnity payment hereunder (such as, by way of indemnificationexample but not limitation, a Tax savings resulting from the payment of an indemnified amount that is deductible by the Indemnified Party, in a case in which the indemnity payment itself does not give rise to gross income for Tax purposes), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, the Indemnified Party shall be deducted from promptly rebate to the Indemnifying Party the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyTax benefit.

Additional Indemnification Provisions. (a) Any party AIG, AHAC and TRH agree, for themselves and on behalf of their respective Affiliates and Representatives, that becomes aware of a Loss for which it seeks with respect to each indemnification under this obligation set forth in Article IX VIII, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) each such obligation shall be required calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to use commercially reasonable efforts an Indemnified Party for: (A) any Losses to mitigate the Loss, including taking any actions reasonably requested extent arising from special circumstances of the Indemnified Party that were not communicated prior to the date hereof by an the Indemnified Party to the Indemnifying Party, and an Indemnifying (B) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party shall not be liable for Claim, (C) any Loss Losses to the extent such Loss is not the probable and reasonably foreseeable result of any breach by the Indemnifying Party of a representation and warranty or covenant contained in this Agreement (provided that this clause (C) shall not apply to any Losses that are recovered by third parties in connection with a Third Party Claim), (D) any damages solely attributable to diminution of value or lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party’s failure Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (E) any Losses to mitigate the Lossextent incurred in connection with a party's assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement. (b) Any amount payable by an Indemnifying Party pursuant to this Article VIII shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds. In calculating the any case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds or any other amount in respect of any Loss for which indemnification is sought hereunderan Indemnifying Party has actually reimbursed it pursuant to this Article VIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount of such Eligible Insurance Proceeds, but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a "Notice of Insurance"). If the Indemnifying Party so requests within one hundred and eighty (180) days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder, in which event all such proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claimreceived, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered net of costs reasonably incurred by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining seeking such proceedscollection, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Partyconsidered "Eligible Insurance Proceeds."

Additional Indemnification Provisions. (a) Any party Each of Seller, the Shareholder and Buyer agree that becomes aware of a Loss for which it seeks with respect to each indemnification under obligation set forth in this Article IX VI: (i) all Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking net of any actions reasonably requested by an Indemnifying PartyEligible Insurance Proceeds, and (ii) in no event shall an Indemnifying Party shall not be liable have any liability to an Indemnified Party for any Loss punitive or special damages other than punitive or special damages payable to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Lossthird parties in connection with a Third Party Claim. (b) Any amount payable by an Indemnifying Party pursuant to this Article VI shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds. In calculating the amount any case where an Indemnified Party recovers any Eligible Insurance Proceeds in respect of any Loss for which indemnification is sought hereunderan Indemnifying Party has actually reimbursed it pursuant to this Article VI, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount of such Eligible Insurance Proceeds, but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) If any portion of Losses to be reimbursed by the Indemnifying Party shall be covered, in whole or in part, by third party insurance coverage (including the insurance policies maintained for the benefit of Seller prior to the Closing), then any such insurance proceeds actually received by any the Indemnified Party under any insurance policy or pursuant to any claimParty, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered net of costs reasonably incurred by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining seeking such proceedscollection, shall be deducted from the amount of such Losses (considered “Eligible Insurance Proceeds”, it being agreed understood that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially its reasonable efforts to collect make any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss All payments for which it seeks indemnification under indemnifiable Damages made pursuant to this Article IX VIII shall be required treated as adjustments to use commercially reasonable efforts the Purchase Price. If Seller has an obligation to mitigate provide indemnification pursuant to the Loss, including taking any actions reasonably requested by an Indemnifying Partyterms and conditions, and an Indemnifying Party shall not be liable for any Loss subject to the extent limitations, contained in this Article VIII, then Buyer may take any action or exercise any remedy available to it against Seller by appropriate legal proceedings to collect such Loss is attributable to the Indemnified Party’s failure to mitigate the Lossindemnifiable Damages. (b) In calculating Each Indemnitor shall pay the indemnification amount of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered claimed by the Indemnified Party in connection immediately available funds promptly within ten (10) days after the Indemnified Party provides the Indemnitor with written notice of an Action hereunder unless the facts giving rise Indemnitor in good faith disputes such Action. If the Indemnitor disputes such Action in good faith, then promptly after the resolution of such dispute, the amount finally determined to be due shall be paid by the Indemnitor to the right Indemnified Party in immediately available funds within ten (10) days of indemnification), net of any deductible or actual costs or expenses incurred such dispute being finally resolved and in connection with securing or obtaining such proceeds, shall be deducted from the event the Indemnitor fails to pay the Indemnified Party the amount of such Losses indemnification Action within such ten (it being agreed that if any such amounts are recovered by 10) day period, the Indemnitor shall pay the Indemnified Party subsequent interest on the amount of such indemnification Action at an annual rate of six percent (6%) from the date of the final resolution of such indemnification Action until the indemnification Action is paid in full. (c) Subject to the Indemnifying Party’s making of limitations set forth in this Article VIII, if any Indemnitor fails to comply with its obligations to make cash payments to an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts in an aggregate amount sufficient to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to reimburse the Indemnified Party pursuant to this Article IXfor all Damages resulting from an indemnified Action, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have pursue any and all rights and remedies against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyIndemnitor available in law or in equity.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement, all Covered Losses shall be required to use commercially reasonable efforts to mitigate decreased by (i) any net Tax Benefit actually realized by the Loss, including taking any actions reasonably requested by an Indemnifying Party, Indemnified Party or its Affiliates in connection with the incurrence of such Covered Loss (determined on a “with and an Indemnifying Party shall not be liable for any Loss to without” basis) in the extent taxable year in which such Covered Loss is attributable to incurred and the following four (4) taxable years, net of costs reasonably incurred by the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount of Party in connection therewith and any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any third-party insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of costs reasonably incurred by the Indemnified Party in seeking such collection or indemnity and any deductible or actual costs or expenses incurred increase in connection with securing or obtaining such proceeds, shall be deducted from premiums as a result of the amount of such Losses associated claims (it being agreed that if any such amounts third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party Party, subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, the amount of any such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each The Indemnified Party shall use use, and cause its Affiliates to use, commercially reasonable efforts to collect seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder; provided that nothing set forth in this Section 9.6 shall require any amounts available Indemnified Party to pursue any claim under any such insurance coverage and from such other Person alleged insurance, indemnity, contribution or similar arrangement prior to have any responsibility for such Losspursuing an indemnification claim against the Indemnifying Party. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty to such extent. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) no Indemnified Party will be entitled to any indemnification hereunder to the extent that such indemnification would constitute a duplicative payment for the same Covered Losses; (ii) (A) the aggregate indemnification obligation of Seller under Section 9.2(a)(i) shall in no event exceed 50% of the Base Purchase Price (it being understood, for clarity, that such limitation will not apply to any other indemnification obligation under Section 9.2) and (B) the aggregate indemnification obligation of Purchaser under Section 9.3(a)(i) shall in no event exceed 50% of the Base Purchase Price (it being understood, for clarity, that such limitation will not apply to any other indemnification obligation under Section 9.3); and (iii) neither Party (and its respective Affiliates) shall have any liability under this Agreement for any Covered Losses to the extent such Covered Losses arise out of or result from an item to the extent (but only to the extent) that such Party was actually compensated therefor through the Adjustment Amount, Closing Cash Amount, Closing Funded Debt or Closing Transaction Expenses, each as finally determined pursuant to Section 2.9.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the The amount of any Loss for which indemnification is sought hereunder, provided under this Article X shall be net of (i) any amounts actually recovered by the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person policies (including pursuant the R&W Insurance Policy) with respect to such Loss, (ii) any net Tax benefits actually realized as a reduction in cash taxes payable by the Indemnified Party or its Affiliates arising as a result of such Loss (calculated on a “with and without” basis) in the year the indemnity payment is made (or any prior year) and (iii) any amounts actually recovered under indemnity, contribution or similar proceeds recovered by contractual provisions under Contracts of the Indemnified Party Transferred Entities (after in each case giving effect to any applicable deductible, retention, collection costs and expenses (including attorney’s fees), retrospectively rated premiums and increase in future premiums as a result of or incurred in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses claim) (it being agreed that if any such amounts third-party insurance (including the R&W Insurance Policy) or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying PartyIndemnitor’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party Indemnitor to the extent of and not in excess of the indemnification payment previously made), and, without duplication of any amount otherwise taken into account in clause (ii) and solely with respect to any amount received by an Indemnified Party that is organized under the laws of a jurisdiction set forth in Section 2.05(a) of the Disclosure Letter, shall be increased by any net Tax detriment actually realized as an increase in cash taxes payable (including by way of deduction or withholding) by such Indemnified Party as a result of the receipt of the indemnity payment in the year the indemnity payment is made (or any prior year). (b) The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under the R&W Insurance Policy to the extent it covers any Loss that is subject to indemnification hereunder to the same extent as it would if such Loss were not subject to indemnification hereunder. For the avoidance of doubt, if a Loss incurred or suffered by a Purchaser Related Party arises out of or could result from a claim for which coverage is available under the R&W Insurance Policy and Section 10.01(b), then the Purchaser shall use its commercially reasonable efforts to pursue a claim for such Loss from the R&W Insurance Policy to the same extent as it would if such Loss were not subject to indemnification hereunder. (c) Each Indemnified Party shall use take, and cause its Affiliates to take, all commercially reasonable efforts steps to collect mitigate any amounts available Loss to the extent required under such insurance coverage and from such other Person alleged Delaware Law in respect of the applicable underlying claim giving rise to have the right to indemnification under this Article X, upon becoming aware of any responsibility for event or circumstance that would be reasonably expected to, or does, give rise to such Loss. Upon making any payment to the . (d) No Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogatedentitled to recover, more than once, the same Losses that may have resulted from a breach of more than one representation, warranty, covenant or agreement arising from the same facts and circumstances. (e) After the Closing, no party may bring any Action seeking the equitable remedy of rescission of the Transactions or this Agreement. (f) Notwithstanding any provision to the contrary in this Article X, the Seller shall not be obligated to defend, indemnify and hold harmless each Purchaser Related Party under the terms of this Article X from and against any CTA Losses to the extent such CTA Losses (A) result from an investigation of environmental conditions involving physically invasive testing procedures, such paymentas soil or groundwater sampling, undertaken at any Real Property by or for any Purchaser Related Party after the Closing Date (other than any such investigation required under applicable Environmental Laws (including the CTA obligations of the Transferred U.S. Entity set forth in Section 7.17 of this Agreement), required by any Governmental Authority, approved by the Seller in writing, required to a▇▇▇▇ or prevent an imminent and material threat to human health and safety or the environment, required to respond to a third-party claim, reasonably conducted in connection with construction activities or otherwise reasonably conducted in the ordinary course for a legitimate business purpose (which legitimate business purpose shall not include conducting such an investigation solely for the purpose of triggering an indemnification right under this Agreement)), (B) are in excess of a reasonably cost effective method required to achieve minimum compliance with applicable Environmental Laws, in light of remediation standards applicable to the use of the relevant property as of the Closing Date (it is expressly recognized that the use of institutional controls, deed restrictions and other activity or use limitations for the property shall be considered a reasonably cost-effective method to the extent such controls, restrictions or limitations are permitted under applicable Environmental Law, permitted or approved by the relevant Governmental Authority and do not materially interfere with any rights Purchaser Related Party operations) or (C) arise or result from any Release of Hazardous Material first occurring after the Closing Date (including any such Release identified as a result of any requirement to conduct any investigation pursuant to the CTA due to a transaction after the Closing Date unrelated to the Transactions contemplated by this Agreement) other than the migration after the Closing Date of any Release of Hazardous Material occurring prior to the Closing Date on, at, under or from the Bloomfield Property or (ii) for which the Indemnified Party may have against any Person with respect Purchaser Related Parties are not actually indemnified or held harmless under the indemnification provided for pursuant to Schedule 1.6(b)(vi)(5)(a)(2) of the Celtics SDA due to the subject matter underlying such indemnification claimfailure of any claim by a Purchaser Related Party to satisfy or comply with any applicable procedures set forth in Schedule 1.6(b)(vi)(5)(b) of the Celtics SDA, and the Indemnified for which a Purchaser Related Party shall assign any could have been entitled to indemnification had such rights Purchaser Related Party submitted a claim that satisfied or complied with such procedures (except to the Indemnifying Partyextent such failure to satisfy or comply with such procedures is the result of Seller's breach of its obligations under Section 7.17).

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement, all Covered Losses shall be required to use commercially reasonable efforts to mitigate net of (i) any Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits actually realized in cash by the LossPurchased Entity or its Subsidiaries or Washington and its Subsidiaries, including taking as applicable, (excluding, for the avoidance of doubt, any actions reasonably requested Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits realized by an Indemnifying Partythe direct or indirect owners of the Purchased Entity or Washington, and an Indemnifying Party shall not be liable for any Loss as applicable) with respect to the extent taxable period in which such Covered Loss is attributable to arises or any of the Indemnified Party’s failure to mitigate the Loss. three succeeding taxable periods, which amount shall be measured on a “with and without” basis and (bii) In calculating the amount of any Loss for which indemnification is sought hereunder, the third-party insurance proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third- party insurance proceeds in respect of such amounts facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds (net of associated fees, costs, deductibles and other losses and expenses actually incurred in collecting such proceeds (including any resulting increase in insurance premiums)) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each , and an Indemnified Party shall use commercially reasonable best efforts to collect any amounts recover from such third party insurance, but indemnification shall be available hereunder regardless of whether an Indemnified Party recovers under such insurance coverage and from in respect of such other Person alleged to have any responsibility for such Covered Loss. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXXIII, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person insurance carrier with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder. (b) In no event shall any Indemnified Party be entitled to duplicative recovery directly or indirectly for the same Covered Loss.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement, all Covered Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any third-party insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar cash proceeds that have been actually recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification), net of reasonable, documented and out-of-pocket costs incurred by the Indemnified Party in seeking such collection or indemnity and any deductible or actual costs or expenses incurred increase in connection with securing or obtaining such proceeds, shall be deducted from premiums as a result of the amount of such Losses associated claims (it being agreed that if any third-party insurance or indemnification, contribution or similar cash proceeds in respect of such amounts facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount cash proceeds (net of reasonable, documented and out-of-pocket costs incurred by the Indemnified Party in seeking such collection or indemnity and any increase in premiums as a result of the associated claims) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each The Indemnified Party shall use commercially use, and causes its Affiliates to use, reasonable best efforts to collect seek full recovery under all insurance and indemnity, contribution or similar provisions covering any amounts available Covered Loss indemnifiable under this ‎Article X to the same extent as it would if such insurance coverage Covered Loss were not subject to indemnification hereunder, and, to the extent any such Covered Loss may be recoverable any under any such agreements or rights, shall not be permitted to make a claim for indemnification hereunder in respect of a Covered Loss unless and to the extent recovery has been so sought and not obtained; provided that the Indemnified Party shall not be required to seek to recover indemnity from such other Person alleged any commercial partner where the Indemnified Party reasonably determines doing so would be detrimental to have any responsibility for such Lossa commercial relationship. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX‎Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder.

Additional Indemnification Provisions. (ai) The parties hereto agree, for themselves and on behalf of any of their respective Related Parties and Representatives, that, with respect to each indemnification obligation in this Section 17, (i) all Losses shall be net of any Eligible Insurance Proceeds (as defined below) and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party for any punitive, incidental, special, indirect or consequential damages, except to the extent that the Indemnified Party pays punitive, incidental, special, indirect or consequential damages to a third party in respect of a Third Party Claim. (ii) Any party that becomes aware of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested amount payable by an Indemnifying Party, Party pursuant to this Section 17 shall be paid promptly and an Indemnifying Party payment shall not be liable for delayed pending any Loss to the extent such Loss is attributable to the determination of Eligible Insurance Proceeds or Retained Insurance Proceeds (as defined below). In any case where an Indemnified Party’s failure to mitigate the Loss. (b) In calculating the Party recovers from a third Person, any amount in respect of any Loss for which indemnification is sought hereunder, the proceeds actually received by any such Indemnified Party under any insurance policy or has actually been reimbursed by an Indemnifying Party pursuant to this Section 17 (other than Retained Insurance Proceeds), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any claim, recovery, settlement amount previously paid by the Indemnifying Party to or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by on behalf of the Indemnified Party in connection with respect of such Loss and (ii) any amount expended by the facts giving rise Indemnifying Party in pursuing or defending any claim arising out of such matter. (iii) All payments required to be made by an Indemnifying Party under this Section 17 to any Indemnified Party shall be without set-off, counterclaim or deduction of any kind. (iv) If any portion of Losses to be reimbursed by the right of indemnificationIndemnifying Party may be covered, in whole or in part, by third-party insurance coverage (each, an "Insurance Policy"), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted give notice thereof to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.(a "

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX X, all Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking determined net of (i) any actions reasonably requested Tax Benefit actually realized in cash or by an Indemnifying Party, a reduction of Taxes otherwise due and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered payable by the Indemnified Party or its Affiliates in the taxable year of such Losses (or in a prior taxable year) and (ii) any third-party insurance and indemnity proceeds that are actually recovered (net of costs of actual recovery, including any deductible amount and premium increase) by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance or indemnification proceeds in respect of such amounts facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each The Indemnified Party shall use its commercially reasonable efforts to collect mitigate its Losses upon and after becoming aware of any amounts available under event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. (b) Nothing in this Agreement shall be deemed to limit any Party’s rights or remedies based on fraud or willful misconduct committed by the other Party. (c) For the purposes of determining whether there has been a breach of any representation, warranty or covenant herein or the amount of Losses resulting or arising therefrom, the representations and warranties set forth in this Agreement shall be considered without regard to any materiality or material adverse effect qualification (including terms such insurance coverage as “material,” “materially,” “Material Adverse Effect” and “Buyer Material Adverse Effect”) set forth therein as if such qualification were deleted from such other Person alleged representation and warranty; provided that for the purposes of determining whether there has been a breach of any representation, warranty or covenant herein, this Section 10.6(c) shall not apply to have any responsibility for such Loss. Upon making any payment to (x) the Indemnified Party pursuant to this Article IXrepresentations and warranties set forth in Sections 3.5 and 3.6(a) and (y), the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person solely with respect to the subject matter underlying such indemnification claimstandard that must be met to create an obligation to list any item in the Seller Disclosure Schedule, the representations and the Indemnified Party shall assign any such rights to the Indemnifying Partywarranties set forth in Sections 3.9, 3.10(a), 3.14(a), 3.16 and 3.24.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement, all Covered Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any third-party insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered or are recoverable (unless the Indemnified Party has exhausted commercially reasonable efforts to receive the proceeds without the proceeds being recovered) by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance or indemnification, contribution or similar proceeds in respect of such amounts facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each , and the Indemnified Party shall use use, and cause its Affiliates to use, commercially reasonable efforts to collect any seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder; provided that all deductibles, co-pay amounts available under and costs or expenses reasonably incurred in connection with such recovery, including all premiums and other costs of such insurance coverage policies (and from any increase in premium payable by such other Person alleged to have indemnified party, or any responsibility retroactive adjustment under any such policy) shall constitute Covered Losses and nothing set forth herein shall require that any party or Affiliate thereof take any legal action against any insurer or third party provider for such Lossindemnification or contribution or similar payment. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third party insurers and any third parties that do not have any material ongoing relationship with Purchaser, its Affiliates or the Business with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party upon the written request of the Indemnifying Party.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement, all Losses shall be required to use commercially reasonable efforts to mitigate the Lossnet of (i) any third-party, including taking any actions reasonably requested by an Indemnifying Party, representation and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the warranty or other insurance and indemnity proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from less the amount of out-of-pocket costs incurred to collect such Losses proceeds (it being agreed that if any third-party insurance or indemnification proceeds in respect of such amounts facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such proceeds less the amount of out-of-pocket costs incurred to collect such proceeds shall be promptly remitted to the Indemnifying Party); and (ii) any Tax Benefit to the Indemnified Party or its Affiliates arising directly from such Loss that is actually realized with respect to the taxable year to which such Loss relates or any of the three (3) succeeding taxable years (the “Benefit Taxable Years”) (net of any out-of-pocket expenses incurred by the Indemnified Party or its Affiliates in the Benefit Taxable Years with respect to such Tax Benefit and Taxes with respect to such Tax Benefit actually paid by the Indemnified Party or its Affiliates with respect to the Benefit Taxable Years, it being agreed and understood that the only loss of deductions resulting from the loss of basis resulting from the receipt of the indemnity payment that shall be taken into account in calculating such Taxes shall be a loss of deductions for the Benefit Taxable Years resulting from a loss of Tax basis as a direct result of the receipt of the indemnity payment). The Indemnified Party shall, or shall cause its relevant Affiliates to, claim, to the extent legally able to claim, any Tax Benefit arising directly from the relevant Loss (a) to which the Indemnifying Party is entitled, or (b) which would reduce a Loss, under this Section 10.6. Any Tax Benefit described in clause (ii) above that is actually realized with respect to the Benefit Taxable Years after the relevant indemnification payment has been made, or otherwise not taken into account in the relevant indemnification payment, shall be paid over by the Indemnified Party or its Affiliates within fifteen (15) days of actual realization (for the absence of doubt, without duplication, net of the indemnification payment madeamounts set forth in the parenthetical set forth in clause (ii) above). Each The Indemnified Party shall use commercially use, and cause its Affiliates to use, reasonable best efforts to collect seek prompt and full recovery under all insurance and indemnity provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder. Except as set forth herein, from and after the Closing Date, no member of the Supervalu Group shall have any right of contribution or indemnification against any of the Save-A-Lot Entities for any amounts available paid to any Purchaser Indemnified Party as a result of any claim for indemnification under such insurance coverage and this Article X or any claim under this Article X arising from such or relating to a breach by Supervalu or any of the Save-A-Lot Entities or their respective Subsidiaries of any representations, warranties, covenants or other Person alleged to have any responsibility for such Lossagreements contained in this Agreement or in the Services Agreement. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to Article VII or this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties (other than customers or store licensees of the Business, the Purchaser or any of its Subsidiaries, including the Save-A-Lot Entities) with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect such claim on behalf of the Indemnifying Party. For purposes of this Section 10.6 and Section 10.7, “Indemnified Party” shall include any Party entitled to be indemnified under Article VII, and “Indemnifying Party” shall include any Party liable for such indemnification.

Additional Indemnification Provisions. (a) Any party The Sellers and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that becomes aware of a Loss for which it seeks with respect to each indemnification under obligation in this Article IX Agreement or any other document executed in connection with the Closing (i) all Losses shall be required to use commercially reasonable efforts to mitigate net of any Eligible Insurance Proceeds (as set forth in subsection (e) below) and (ii) in no event shall the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable have liability to the Indemnified Party for any Loss punitive damages or damages that are not a reasonably foreseeable consequence of the condition or event giving rise to the claim for indemnification, except to the extent such Loss is attributable that the Indemnified Party pays punitive damages or damages that are not a reasonably foreseeable consequence of the condition or event giving rise to the Indemnified Party’s failure claim for indemnification to mitigate the Lossa third party in respect of a Third Party Claim. (b) Any amount payable by an Indemnifying Party pursuant to this Article X shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds or Retained Insurance Proceeds. In calculating the any case where an Indemnified Party recovers from a third Person any amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to this Article X (other than “Retained Insurance Proceeds”), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) The parties shall treat any indemnification is sought hereunderpayment made under this Agreement as an adjustment to the Purchase Price. (d) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance coverage (each, an “Insurance Policy”), the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a “Notice of Insurance”). If the Indemnifying Party so requests within 30 days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder, in which event (i) all such proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claimreceived, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered net of costs reasonably incurred by the Indemnified Party in connection with seeking such collection, shall be considered “Eligible Insurance Proceeds” and (ii) the facts giving rise to Indemnifying Party shall reimburse the right of indemnification), net of any deductible or actual Indemnified Party for all reasonable costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from collection and the amount of such Losses (it being agreed that if any such amounts are recovered prospective or retroactive increase in premiums actually paid by the Indemnified Party subsequent under the Insurance Policy (as such increased premiums are incurred) directly related to the Indemnifying Party’s making payment of an indemnification payment, Eligible Insurance Proceeds for such amount shall be promptly remitted to Loss for two years following the next renewal of such Insurance Policy. If the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to does not request that the Indemnified Party pursuant to this Article IXseek coverage of any portion of such Loss under the Insurance Policy within 30 days after receipt of a Notice of Insurance, (i) any proceeds that the Indemnified Party may receive thereunder shall be considered “Retained Insurance Proceeds” and (ii) the Indemnifying Party shall be subrogated, have no liability for any premium increases thereunder relating to the extent collection of such paymentRetained Insurance Proceeds. (e) Subject to the limitations set forth in this subsection (e), if Sellers shall make an indemnification payment to Acquiror and its Affiliates pursuant to the provisions of Article X hereof, then Acquiror shall pay to Sellers the amount of any rights net reduction in Taxes later realized by the Acquiror and its Affiliates (the “Net Tax Benefit”) as the result of their sustaining or paying the Losses for which the Indemnified Party may indemnification payment was made (including as the result of facts or circumstances due to which the Acquiror and its Affiliates sustained or paid such Losses). Acquiror and its Affiliates shall be required to pay over to Sellers only Net Tax Benefits realized within five years of the related indemnification payment. Whenever Acquiror and its Affiliates realize a Net Tax Benefit that would be required to be paid over to Sellers pursuant to this subsection (e), then they shall promptly (i) prepare a certificate, executed by the Tax Director of American International Group, Inc., setting forth the amount and calculation of the Net Tax Benefit and (ii) pay to Sellers, by wire transfer of immediately available funds to an account designated by Sellers, the amount of the Net Tax Benefit. Sellers shall have the reasonable opportunity to review the Acquiror’s certificate and to ask questions of the personnel of Acquiror familiar with the matters certified to therein. Sellers will not, however, have the right to make any examination of Acquiror’s or any Transferred Company’s Tax Returns or supporting work papers or other documents or to obtain such Tax Returns or supporting work papers or other documents in connection with any Action against the Acquiror or any Person with respect to of its Affiliates (including the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyTransferred Companies) under this Section 10.06(e).

Additional Indemnification Provisions. (a) Any party Seller and Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that becomes aware of a Loss for which it seeks with respect to each indemnification under obligation in this Article IX Agreement, any Transaction Agreement or any other document, instrument or certificate executed or delivered in connection with the Closing (i) each such obligation shall be required to use commercially reasonable efforts to mitigate calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds (as set forth in Section 13.06(e) below), (iii) the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable indemnify the Indemnified Party for any Loss punitive, exemplary, indirect, consequential or other special damages or lost profits for which a valid indemnification claim is made hereunder only to the extent such Loss is attributable paid to an unaffiliated third party or Governmental Authority and (iv) in no event shall Seller have any liability or obligation to any Buyer Indemnified Person to the Indemnified Party’s failure to mitigate extent that any Loss, or portion thereof, as applicable, for which indemnification is sought hereunder is reflected or reserved for or otherwise taken into account in determining the LossFinal Net Worth, Final HLIC Recapture Payment or Final Net Monthly Settlement Balances. (b) In calculating the any case where an Indemnified Party recovers from a third Person any amount in respect of any Loss for which indemnification is sought hereunderan Indemnifying Party has reimbursed it pursuant to this Article XIII, the proceeds actually received by any such Indemnified Party under shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any insurance policy amount previously paid by the Indemnifying Party to or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by on behalf of the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount respect of such Losses claim and (it being agreed that if ii) any such amounts are recovered amount expended by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) If any portion of Losses to be reimbursed by the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Indemnifying Party pursuant to this Article IXXIII could be recovered from a third party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly give notice thereof to the Indemnifying Party and, after payment of such Losses in full to the Indemnified Party by the Indemnifying Party and upon the reasonable request of the Indemnifying Party, shall (unless inconsistent with any applicable Law) use reasonable best efforts to collect the maximum amount recoverable from such third party, in which event the Indemnifying Party shall be subrogatedreimburse the Indemnified Party for all reasonable costs incurred in connection with such collection. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XIII could have been recovered from a third party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable under applicable Law, such of its rights to proceed against such paymentthird party as are necessary to permit the Indemnifying Party to recover from such third party such portion actually paid by the Indemnifying Party pursuant to this Article XIII. Notwithstanding the foregoing, this Section 13.06(c) shall not apply to any rights which amounts payable to Buyer Reinsurer pursuant to the Indemnified Berkshire Retrocession Agreement. (d) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price. (e) If any portion of Losses to be reimbursed by the Indemnifying Party may have against any Person with respect to the subject matter underlying such indemnification claimbe covered, and in whole or in part, by third-party insurance coverage (each, an “Insurance Policy”), the Indemnified Party shall assign any such rights promptly give notice thereof to the Indemnifying PartyParty (a “Notice of Insurance”). “Insurance Policies” do not include reinsurance or retrocession arrangements. The Indemnified Party shall use all reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually received shall be considered “Eligible Insurance Proceeds”.

Additional Indemnification Provisions. (a) Any party that becomes aware In any case where an Indemnified Party recovers from a third person any amount in respect of a Loss matter for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party has previously indemnified it pursuant to this Article 8, the Indemnified Party shall not be liable for any Loss promptly pay over to the extent such Loss is attributable to Indemnifying Party the Indemnified Party’s failure to mitigate the Loss. amount so recovered (b) In calculating after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any Loss for which indemnification is sought hereunder, amount previously paid by the proceeds actually received by any Indemnified Indemnifying Party under any insurance policy to or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by on behalf of the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount respect of such Losses claim and (it being agreed that if ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. Upon payment in full of any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IXrecovered, the Indemnifying Party shall be subrogated, subrogated to the extent of such payment, payment to any the rights which of the Indemnified Party may have against any Person person (other than an Indemnified Party) with respect to the subject matter underlying of such indemnification claim, and the . Any Indemnified Party shall assign any such rights to or otherwise reasonably cooperate with the Indemnifying PartyParty to pursue any claims against, or otherwise recover amounts from, any person liable or responsible for any Damages for which indemnification has been received pursuant to this Agreement. The obligations of the Seller to indemnify and hold harmless any Purchaser Indemnitees with respect to any representation, warranty or covenant under this Article 8 shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 8.4. No Purchaser Indemnitee shall have the right to assert any claim for indemnification against the Seller unless such claim has been made with reasonable specificity pursuant to Section 8.3 within the time periods provided in the preceding sentence. The obligations of the Purchaser to indemnify and hold harmless any Seller Indemnitees with respect to any representation, warranty or covenant under this Article 8 shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 8.4. No Seller Indemnitee shall have the right to assert any claim for indemnification against the Purchaser unless such claim has been made with reasonable specificity pursuant to Section 8.3 within the time periods provided in the preceding sentence.

Additional Indemnification Provisions. (a) Any With respect to each indemnification or reimbursement obligation contained in this Agreement: (i) all Damages shall be reduced (A) by any amounts that have been actually recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Damages (including the recovery or reimbursement of payments from a Taxing Authority) and (B) by all other amounts actually recovered from an unaffiliated third party pursuant to indemnification or otherwise in respect of such Damages, in each case of clauses (A) and (B), less the related deductibles, fees, costs and expenses, increases in insurance premiums, retroactive premiums or increases thereto or other out-of-pocket amounts paid, incurred or suffered by such Indemnified Party in connection with recovering such amount (the “Recovery Losses”). If an Indemnified Party recovers and actually receives any amounts in respect of Damages that becomes aware are subject of indemnification hereunder from any third party at any time after an Indemnifying Party has paid all or a Loss for which it seeks indemnification under portion of such Damages to such Indemnified Party pursuant to the provisions of this Article IX IX, then such Indemnified Party shall promptly pay or cause to be paid to the Indemnifying Party the amount so received net of the related Recovery Losses; (ii) all Damages will be determined after deducting therefrom any portion thereof included in the calculations of either Net Working Capital, Indebtedness or Transaction Expenses in the determination of any Adjustment Amount, as finally determined in accordance with Section 2.04; (iii) no Indemnified Party shall be required entitled to recover any Damages arising pursuant to one provision of this Agreement to the extent that such Damages have already been recovered pursuant to any other provision of this Agreement or any other Transaction Document; and (iv) the Indemnified Party shall, and shall cause its Affiliates to, use commercially reasonable efforts to mitigate seek full recovery under all insurance and indemnity, contribution or similar provisions covering the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying applicable Damages for which such Indemnified Party shall not would be liable for any Loss indemnified or reimbursed pursuant to this Agreement to the same extent as it would if such Loss is attributable Damages were not subject to the Indemnified Party’s failure indemnification pursuant to mitigate the Lossthis Agreement. (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of If an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making makes any payment to the for any Damages suffered or incurred by an Indemnified Party pursuant to the provisions of this Article IX, the such Indemnifying Party shall be subrogated, to the extent of such payment, to any all rights which and remedies of the Indemnified Party may have to any insurance benefits or other claims of the Indemnified Party against any Person insurer with respect to such Damages and with respect to the subject matter underlying claim giving rise to such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyDamages.

Additional Indemnification Provisions. (a) Any No party that becomes aware or Person shall have any claim for indemnification hereunder with respect to (i) any Tax liabilities arising by reason of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the Lossany reduction or disallowance of deductions from taxable income in one taxable year, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year or (ii) the shifting of items of income from one taxable year to another; provided that the Indemnified Party’s failure to mitigate party or Person who then recognizes the Lossincome also receives the economic benefit of such income. (b) In calculating the The amount of any Loss claim for which indemnification is sought hereunder, the proceeds actually received by provided under this Article VI shall be net of any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds amount recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible party or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an Person seeking indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person policies with respect to the subject matter of such claim. If, following the receipt by a party or Person of any indemnity hereunder, such party or Person shall receive any insurance recovery or indemnity payment from a third party in respect of the same underlying such indemnification claim, and such party or Person shall reimburse the Indemnified Party shall assign any party from whom such rights indemnity payment was received to the Indemnifying Partyextent of such insurance recovery or third party indemnity payment. (c) In no event shall the aggregate liability of the Sellers under this Article VI with respect to indemnification claims based on breaches of representations and warranties (except for breaches of Section 2.31 of this Agreement) exceed the value of the purchase price received by the Sellers hereunder (including any additional purchase consideration paid pursuant to Section 4.10). No indemnification shall be required to be made by Sellers under this Article VI unless the dollar amount of the claims made against any or all of the Sellers in the aggregate exceeds $25,000, in which case indemnification shall be made by Sellers for all amounts. (d) In no event shall the aggregate liability of AmeriPath under this Article VI with respect to indemnification claims based on breaches of representations and warranties exceed the value of the purchase price received by the Sellers hereunder (including any additional purchase consideration paid pursuant to Section 4.10). No indemnification shall be required to be made by AmeriPath under this Article VI unless the dollar amount of the claims made against AmeriPath exceeds $25,000 in the aggregate, in which case indemnification shall be made by AmeriPath for all amounts. (e) Subsections (c) and (d) above shall not apply to indemnification claims made under Section 1.2 or this Article VI (i) based on breaches of covenants hereunder, (ii) by AmeriPath against any Seller with respect to Retained Liabilities, (iii) by AmeriPath based on breaches of Section 2.31 of this Agreement, (iv) by AmeriPath under Sections 6.2(c) hereof, (v) by Seller against AmeriPath with respect to Assumed Liabilities or Post-Closing Date Liabilities or (vi) based on the fraudulent actions of any party hereto.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX XII: (i) each such obligation shall be required reduced to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount take account of any Loss for net Tax benefit actually realized by the Buyer Parties or any of their respective Affiliates in cash or a reduction in Taxes otherwise payable in the tax year in which such indemnification payment is sought hereunder, the proceeds made or any preceding tax year; (ii) all Losses shall be net of any amounts actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in connection with the facts giving rise to the right respect of indemnification), such Loss (net of any deductible reasonable, actual costs, expenses, Taxes, deductibles or actual costs or expenses premiums incurred in connection with securing or obtaining such proceeds, ); and (iii) the Seller Parties shall not be deducted liable for any Losses to the extent that such Losses suffered or incurred by any Buyer Indemnified Party result from the operation of the Advisor or the Business after the Second Closing. (b) If an Indemnified Party recovers an amount from a third party in respect of a Loss that is the subject of indemnification hereunder after all or a portion of such Losses (it being agreed that if any such amounts are recovered Loss has been paid by an Indemnifying Party pursuant to this Article XII, the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted remit to the Indemnifying Party to the extent excess (if any) of (i) the indemnification payment madeamount paid by the Indemnifying Party in respect of such Loss, plus the amount received from the third party in respect thereof (net of any reasonable, actual costs, expenses, Taxes, deductibles or premiums incurred in connection with securing or obtaining such proceeds), less (ii) the full amount of such Loss. Each Indemnified Party shall use commercially reasonable efforts to collect recover all such amounts from third parties and shall notify the Indemnifying Party of such rights and keep the Indemnifying Party reasonably informed of the efforts employed by such Indemnified Party in recovering any such amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making third parties. (c) If an Indemnifying Party makes any payment to the for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article IXXII, the such Indemnifying Party shall be subrogated, to the extent of such payment, to any all rights which and remedies of the Indemnified Party may have against to any Person insurance benefits or other claims of the Indemnified Party with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyLosses.

Additional Indemnification Provisions. The Seller and the Purchaser agree for themselves and on behalf of their respective Affiliates that, with respect to each indemnification obligation contained in this Agreement or any other document executed in connection with the transactions contemplated hereby, (a) Any party that becomes aware of a Loss for which it seeks indemnification under this Article IX each such obligation shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable calculated after reduction for any Post-Closing Date Tax Benefit that arises in connection with the payment of the Loss or otherwise with respect to the extent underlying claims giving rise to such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. and (b) In calculating the amount all Losses shall be net of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any third-party insurance policy or pursuant to any claim, recovery, settlement or payment recoverable by or against any other Person (including pursuant to any indemnity, contribution for the benefit of the indemnified party from its own or similar proceeds recovered by the Indemnified Party its Affiliates' insurance policies in connection with the facts giving rise to the right of indemnification). If a payment is made by the Seller in accordance with this Article IX, net and if in a subsequent taxable year a Post-Closing Date Tax Benefit is realized, then the Purchaser promptly shall pay to the Seller, at the time of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceedsrealization, shall be deducted from the amount of such Losses (it being agreed Post-Closing Date Tax Benefit to the extent that such amount would have resulted in a reduction in the indemnification obligations of the Seller under this Article IX if the Post-Closing Date Tax Benefit had been obtained in the taxable year that the Seller made such indemnification payment; provided that if any such amounts are recovered Post-Closing Date Tax Benefit is subsequently disallowed, Purchaser shall notify Seller of such disallowance and Seller shall promptly pay to Purchaser the amount by which Seller's indemnity payment to Purchaser was reduced by such Post-Closing Date Tax Benefit, or the Indemnified Party subsequent amount paid by Purchaser to Seller under the immediately preceding sentence, as the case may be. In no event shall the Seller or the Purchaser be liable for consequential damages under this Agreement. Notwithstanding anything to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IXcontrary herein, the Indemnifying Party Seller shall be subrogated, have no obligation to the extent of such payment, indemnify Purchaser with respect to any rights which the Indemnified Party may have against any Person matter that was subject to a dispute with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights Closing Balance Sheet under Section 2.08 but did not result in an adjustment to the Indemnifying Party.Purchase Price pursuant to Section 2.08. The

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement, all Losses shall be required increased to use commercially reasonable efforts to mitigate take into account any Tax costs actually incurred by the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Indemnified Party shall not be liable for any Loss or its Affiliates in connection with the incurrence the receipt of the indemnity payment (to the extent such Loss is attributable to Taxes are (x) not already covered in the computation of the Losses and (y) payable in respect of the taxable year in which such Losses are incurred or either of the two succeeding taxable years) but shall be reduced by (a) any Tax benefits actually realized by the Indemnified Party’s failure to mitigate Party or its Affiliates in connection with the Loss. incurrence of such Losses in the taxable year in which such Losses are incurred or either of the two succeeding taxable years and (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the third-party insurance or reimbursement proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any such amounts proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification payment madeobligations). Each , and the Indemnified Party shall use commercially use, and cause its Subsidiaries to use, reasonable best efforts to collect any amounts available seek full recovery under all insurance and other indemnity and reimbursement provisions covering such insurance coverage and from Losses to the same extent as it would if such other Person alleged Losses were not subject to have any responsibility for such Lossindemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to the indemnification under obligations contained in this Article IX ARTICLE IX, all Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under from any insurance policy arrangement or pursuant to any claimindemnification by, reimbursement or cash receipts from, or indemnification agreement with any Third-Party (each such source of recovery, settlement a “Collateral Source”) that have been paid or payment by or against any other Person (including pursuant are payable to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net less the amount of Taxes, expenses or out-of-pocket costs incurred to obtain such proceeds (any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, “Collateral Source Proceeds”). Purchaser shall be deducted from not make any claim for indemnification under this ARTICLE IX in respect of any matter that was taken into account in the amount determination of such Losses (it being agreed that if Working Capital or the calculation of any such amounts are recovered by the Indemnified Party subsequent adjustment to the Indemnifying Purchase Price pursuant to ARTICLE II, as it is the intention of Seller and Purchaser that the procedures set forth in ARTICLE II shall provide the sole and exclusive remedies for such claims. Seller shall not be required to indemnify any Purchaser Indemnified Party’s making of an indemnification payment, such amount and Purchaser shall not be promptly remitted required to the Indemnifying Party indemnify any Seller Indemnified Party, to the extent of the indemnification payment made). Each Indemnified Party any Losses that a court of competent jurisdiction shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged have determined by final judgment to have any responsibility for such Loss. Upon making resulted from the bad faith, gross negligence or willful misconduct of the party seeking indemnification. (b) If an Indemnifying Party makes any payment to the for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article ARTICLE IX, the such Indemnifying Party shall be subrogated, to the extent of such payment, to any all rights which and remedies of the Indemnified Party may have against to any Person insurance benefits of the Indemnified Party with respect to such Losses and with respect to the subject matter underlying claim giving rise to such Losses. (c) For the avoidance of doubt, any costs and expenses incurred by the Controlling Party in connection with a Third-Party Claim, including legal costs and expenses, shall not be deemed to be Losses for purposes of determining the indemnifiable amount of Losses with respect to such Third-Party Claim. (d) Purchaser and Seller agree that, any indemnification claimpayment under this ARTICLE IX, and the Indemnified Party shall assign any such rights be treated as an adjustment to the Indemnifying PartyPurchase Price for all Tax purposes except as otherwise required by applicable Law.

Additional Indemnification Provisions. The Seller and the Acquiror agree for themselves and on behalf of their respective Affiliates and Representatives that with respect to each indemnification obligation in this Agreement, any Transaction Agreement or any other document, instrument or certificate executed or delivered in connection with the Closing (a) Any party that becomes aware of a Loss for which it seeks indemnification under this Article IX each such obligation shall be required to use commercially reasonable efforts to mitigate the Losscalculated on an After-Tax Basis, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount all Losses shall be net of any Loss for third-party insurance proceeds which indemnification is sought hereunder, the proceeds have been actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred (c) in connection with securing or obtaining such proceeds, no event shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to indemnifying party have any responsibility for such Loss. Upon making any payment liability to the Indemnified Party for any consequential damages or punitive damages, other than any such damages actually awarded and paid to an unaffiliated Person in connection with Third-Party Claims; provided that, notwithstanding the foregoing or anything to the contrary contained in this Agreement, the Indemnified Party shall be entitled to recover damages for lost profits (whether or not such lost profits damages constitute consequential damages and including lost profits damages used by a trier of fact to determine diminution in value, but specifically excluding any damages calculated as a multiple of lost profits or lost revenue) if such damages constitute actual damages awarded by a court of competent jurisdiction applying applicable Law in any Action seeking indemnification under this Agreement, and (d) in no event shall the Seller have any liability or obligation to any Acquiror Indemnified Person to the extent that any Loss, or portion thereof, as applicable, for which indemnification is sought hereunder is specifically reflected or reserved for in the Most Recent Balance Sheet or taken into account in the calculation of the final Total Adjusted Capital. In any case where an Indemnified Party actually recovers from a third Person any amount in respect of a matter for which an indemnifying party has indemnified it pursuant to this Article IXVIII, such Indemnified Party shall promptly pay over to the indemnifying party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the 52 indemnifying party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party shall be subrogated, in pursuing or defending any claim arising out of such matter. Notwithstanding anything to the extent contrary in this Agreement, for purposes of such payment, to determining the existence or amount of Losses for which any rights which the Indemnified Party may be entitled to indemnification under this Article VIII for any breach of a representation or warranty, each such representation or warranty shall be deemed to have against been made without any Person with respect qualifications or limitations as to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign materiality (including any qualifications or limitations made by reference to a Material Adverse Effect) other than any such rights to limitation or qualification contained in Section 3.25 (Absence of Certain Changes), or that is inherent in the Indemnifying Partymethods, procedures and practices that constitute GAAP or SAP for purposes of Section 3.06 (Financial Information; Absence of Liabilities).

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) Any party that becomes aware any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis), net of costs reasonably incurred by the Indemnified Party’s failure to mitigate the Loss. Party in connection therewith and (b) In calculating the amount of any Loss for which indemnification is sought hereunderthird-party insurance, the or other indemnity or reimbursement proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any such amounts proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification payment madeobligations) net of the cost of recovery (including any increased premiums). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article X to the extent any Losses were attributable to such Indemnified Party’s own fraud.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement, all Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the third-party insurance and indemnity proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from less the amount of out-of-pocket costs incurred to obtain such Losses proceeds (it being agreed that if any third-party insurance or indemnification proceeds in respect of such amounts facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such proceeds, less the amount of out-of-pocket costs incurred to obtain such proceeds, shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each , and the Indemnified Party shall use use, and cause its Affiliates to use, commercially reasonable efforts to collect any amounts available seek full recovery under all insurance policies and indemnity provisions covering such insurance coverage and from Loss to the same extent as it would if such other Person alleged Loss were not subject to have any responsibility for such Lossindemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX10, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. From and after the Closing Date, no member of the Parent Group shall have any right of contribution or indemnification against any of the Transferred Entities for any amounts paid to any Purchaser Indemnified Party as a result of any claim for indemnification under this Agreement arising from or relating to a breach by Sellers or, prior to the Closing, any of the Transferred Entities of any representations, warranties, covenants or other agreements contained in this Agreement or any Ancillary Agreement.

Additional Indemnification Provisions. In addition to any other limitations contained in Article IX, the obligations of the Ceding Company and the Reinsurer to indemnify any Reinsurer Indemnified Party or Ceding Company Indemnified Party, as the case may be, are subject to the following: (a) Any party that becomes aware The amount of a Loss for which it seeks any indemnification under payments finally determined to be due to an Indemnified Party pursuant to this Article IX shall be required decreased by the amount of any Tax benefit (in the form of cash actually received or reduction in cash Taxes actually paid) actually recognized by any Indemnified Party in respect of such Loss prior to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested end of the taxable year in which an indemnity payment is made by an Indemnifying Party to an Indemnified Party with respect to such Loss, to the extent that such Tax benefit does not exceed the amount of the indemnity payment received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in pursuing such Tax benefit, and (ii) increased by the amount of any Tax cost realized prior to the end of such taxable year by any Indemnified Party as a result of the receipt or accrual of the indemnity payment with respect to such Loss. If any such Tax benefit (or portion thereof) is disallowed, as a result of an audit or otherwise, the applicable Indemnifying Party shall not be liable for any Loss promptly pay to the extent applicable Indemnified Party the amount of such Loss is attributable to disallowed Tax benefit within 30 days after the Indemnified Party’s failure Party notifies the Indemnifying Party that the adjustment with respect to mitigate the Losssuch disallowance has been paid or otherwise taken into account. (b) In calculating the amount Upon making any indemnification payment in respect of any a Loss for with respect to all or a portion of which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnificationcould have recovered from an unaffiliated third party (other than a Taxing Authority), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent shall have received full payment of all Losses with respect to the Indemnifying Party’s making of an indemnification paymentunderlying claim, such amount shall be promptly remitted to the Indemnifying Party will, to the extent of such payment and to the indemnification extent permitted under Applicable Law and any applicable contractual obligations to third parties, be subrogated to all rights of the Indemnified Party against such unaffiliated third party in respect of the Loss to which the payment made)relates. Each such Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation rights. (c) The amount of any Losses sustained by an Indemnified Party and owed by an Indemnifying Party shall be reduced by any amount actually recovered by such Indemnified Party with respect thereto under any insurance or reinsurance coverage, or from any other party alleged to be responsible therefor. The Indemnified Party shall use commercially reasonable best efforts to collect any amounts available under such insurance or reinsurance coverage and from such other Person party alleged to have responsibility. If, at any responsibility for such Loss. Upon making time subsequent to any payment to the Indemnified Party indemnification actually having been paid pursuant to this Article IX, the Indemnified Party receives an amount under insurance or reinsurance coverage or from such other party with respect to Losses so indemnified, then such Indemnified Party shall promptly reimburse by that amount the applicable Indemnifying Party for any such indemnification payment actually made by such Indemnifying Party up to the amount received by the Indemnified Party, net of any expenses incurred by the Indemnified Party in collecting any such amount and any increases in insurance premiums attributable to such recovery; PROVIDED that such reimbursement shall only be subrogated, required to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to would otherwise retain an amount greater than the subject matter underlying such indemnification claim, and full amount of the Losses incurred by the Indemnified Party as a result of the underlying claim. (d) For the avoidance of doubt, Ceding Company shall assign not be under any obligation to indemnify any Reinsurer Indemnified Party for any Loss that was specifically reflected or reserved for on the Reinsurer Closing Statement, as finally determined pursuant to SECTION 3.1, or that was otherwise specifically included in the calculation of the Initial Reinsurance Premium as reflected on such rights Reinsurance Closing Statement. For the avoidance of doubt, amounts recorded in a general ledger account or in the supporting workpapers or other detail to a balance sheet used to calculate amounts reflected on the Indemnifying PartyReinsurance Closing Statement shall be considered included in the calculation of the Initial Reinsurance Premium on such Reinsurance Closing Statement.

Additional Indemnification Provisions. (a) Any party Parent and Purchaser agree, for themselves and on behalf of their respective Affiliates and Representatives, that becomes aware of a Loss for which it seeks with respect to each indemnification under obligation set forth in this Article IX VIII, any Ancillary Agreement or any other document executed or delivered in connection with the Closing: (i) each such obligation shall be required calculated net of any Eligible Insurance Proceeds and (ii) in no event shall Parent have any liability or obligation to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Indemnified Party shall not be liable for any Loss to the extent such Loss that any Loss, or any portion thereof, for which indemnification is attributable to sought hereunder is specifically reserved for in the Indemnified Party’s failure to mitigate the LossFinal Closing Statement. (b) Any amount payable by the Indemnifying Party pursuant to this Article VIII shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds. In calculating the any case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds or any other amount in respect of any Loss for which indemnification is sought hereunderthe Indemnifying Party has actually reimbursed it pursuant to this Article VIII, the proceeds actually received by any such Indemnified Party under shall promptly pay over to the Indemnifying Party the amount of such Eligible Insurance Proceeds, but not in excess of the sum of (i) any insurance policy amount previously paid by the Indemnifying Party to or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by on behalf of the Indemnified Party in connection with respect of such claim and (ii) any amount expended by the facts giving rise Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) The Parties shall treat any indemnification payment made under this Agreement as an adjustment to the right Closing Consideration. (d) If any portion of indemnification)Losses to be reimbursed by the Indemnifying Party may be covered, net of any deductible in whole or actual costs or expenses incurred in connection with securing or obtaining such proceedspart, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by third-party insurance coverage, the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted give notice thereof to the Indemnifying Party to the extent (a “Notice of the indemnification payment madeInsurance”). Each If the Indemnifying Party so requests within one hundred eighty (180) days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to collect any amounts available (at the Indemnifying Party’s expense) the Eligible Insurance Proceeds. (e) The Parties acknowledge and agree that the same Loss may be subject to indemnification under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the more than one subsection of Section 8.02(a), respectively; provided, however, that in no event shall an Indemnified Party pursuant be entitled to duplicative recoveries for the same underlying Loss under this Article IXVIII or under any Ancillary Agreement. (f) For purposes of this Article VIII, in respect of the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claimrepresentations and warranties set forth in Article III (except for Section 3.08(b)) and Article IV, and the Indemnified Party covenants set forth in this Agreement, any and all “Material Adverse Effect”, “material adverse effect”, “materiality” and similar exceptions and qualifiers and any similar thresholds set forth in such representations, warranties and covenants shall assign be disregarded (or, in the case of “Material Adverse Effect”, be read as “adverse effect”) for purposes of determining whether any such rights to representation or warranty has been breached or determining the Indemnifying Partyamount of Losses resulting therefrom.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be (a) Any party reduced by any Tax benefits actually realized by the Indemnified Party or its Affiliates in the taxable year in which such Covered Loss is paid or accrued or in the two succeeding years (it being agreed that becomes aware if any such Tax benefit is realized after the relevant indemnification payment is made (such that such indemnification payment was not reduced by the amount of a Loss for which it seeks indemnification under this Article IX such Tax benefit), the Indemnified Party shall be required pay to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent amount of the such Loss Tax benefit no later than fifteen (15) days after such Tax benefit is attributable to the Indemnified Party’s failure to mitigate the Loss. actually realized) and (b) In calculating the amount net of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any third-party insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have actually been recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any third-party insurance or indemnification, contribution or similar proceeds in respect of such amounts facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each ) and indemnification shall not be available hereunder unless the Indemnified Party shall use commercially first uses, and causes its Affiliates to use, reasonable best efforts to collect any amounts available seek full recovery under all insurance and indemnity, contribution or similar provisions covering such insurance coverage and from Covered Loss to the same extent as it would if such other Person alleged Covered Loss were not subject to have any responsibility for such Lossindemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder.

Additional Indemnification Provisions. (a) Any Notwithstanding anything to the contrary contained in this Article VIII, the amount of any Losses suffered by the Purchaser Indemnified Parties or Seller Indemnified Parties, as applicable, under this Agreement will be reduced by any insurance proceeds actually received by the Purchaser Indemnified Parties or the Selling Shareholder Indemnified Parties, as applicable, on account of such Losses (net of any reasonable expenses to the extent actually incurred by such indemnified party in obtaining such recovery) (such amount, the “Insurance Proceeds”). In no event will an indemnified party be required to commence litigation in order to recover Insurance Proceeds unless all costs and expenses incurred in connection with such litigation or proceeding are paid for in full by the indemnifying party. Purchaser shall promptly make a claim for Losses under applicable insurance policies to the extent that becomes aware of a Loss for which it seeks is commercially reasonable to do so. Notwithstanding anything to the contrary in this Agreement, all indemnification payments under this Article IX shall VIII will be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, made when otherwise due hereunder and an Indemnifying Party shall such payments will not be liable for delayed in anticipation of Insurance Proceeds; provided, that if an indemnified party actually receives any Loss insurance proceeds with respect to Losses after it receives payment or other credit under this Agreement with respect to such Losses, then a refund equal to the extent such Loss is attributable Insurance Proceeds will be made to the Indemnified Party’s failure to mitigate indemnifying party promptly after the Lossindemnified party receives such insurance proceeds. (b) In calculating Notwithstanding anything to the contrary contained in this Article VIII, the amount of any Loss for which indemnification is sought hereunderLosses suffered by an indemnified party under this Agreement will be reduced by an amount equal to the net actual tax benefit realized by an indemnified party or any of its Affiliates (the “Tax Benefit Recipient”) from any deduction, the proceeds actually received by any Indemnified Party under any insurance policy expense, loss, credit or pursuant refund directly attributable to any claim, recovery, settlement or payment by or against any other Person Losses (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party “Net Tax Reduction”) for the taxable year of the Tax Benefit Recipient in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of which such Losses are incurred or otherwise taken into account under applicable income Tax law. (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent c) A good faith dispute between Seller and Purchaser as to the Indemnifying Party’s making whether an indemnity obligation exists under Article VIII shall not constitute a breach of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available a covenant or obligation under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyAgreement.

Additional Indemnification Provisions. 6.10.1 Any indemnification payments made or payable by one or more Sellers or Option Escrow Participants under this Section 6 to any Buyer Indemnified Persons, including any payments made from the Representations and Warranties Escrow, shall be deemed to decrease on a dollar for dollar basis the Purchase Price. 6.10.2 No Buyer Indemnified Person shall be entitled to any payment from any Seller or Option Escrow Participant under this Section 6, including under Section 6.7, unless and until the entire Representations and Warranties Escrow has been released and disbursed by Escrow Agent pursuant to the Escrow Agreement. In no event shall any Buyer Indemnified Person seek to recover any payment under this Section 6 from any Joining Seller or any Optionholder (aother than an Option Escrow Participant and then only with respect to the amounts in the Representations and Warranties Escrow). 6.10.3 Except with respect to claims based on actual fraud, the rights and remedies of the Parties under this Section 6 regarding Breaches of representations and warranties contained herein or in any certificate delivered hereunder shall be the sole and exclusive remedies of such Parties and their respective Affiliates, including all Buyer Indemnified Persons. Without limited to the generality of the foregoing, in no event (other than actual fraud where damages would not be an adequate remedy) Any party that becomes aware shall Buyer or any other Buyer Indemnified Persons be entitled to claim or seek rescission of a Loss the Contemplated Transactions consummated hereunder. 6.10.4 Damages for which it seeks indemnification is provided under this Article IX Section 6 shall be required net of any amounts recovered or recoverable by the indemnified party under insurance policies with respect to use commercially reasonable efforts such Damages and be reduced to mitigate take account of any net tax benefit of the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable indemnified party which arises or will arise from the incurrence or payment for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) Damages. In calculating computing the amount of any Loss for which indemnification is sought hereundersuch tax cost or tax benefit, the proceeds actually received by indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement item arising from the incurrence or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible indemnified loss, liability, cost or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claimexpense, and the Indemnified Party indemnified party shall assign be deemed to be subject to tax at the highest effective statutory Federal, state and local corporate income tax rates that could apply to such indemnified party or the consolidated group of which it is a member, as applicable, for the relevant period under applicable law. Notwithstanding the foregoing, nothing contained in this Agreement shall be construed to limit or otherwise alter the rights of any such rights third party provider of insurance to Buyer, Parent or the Indemnifying PartyCompany.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) Any party that becomes aware any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate the such Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the third-party insurance or reimbursement proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses indemnification (it being agreed that if any such amounts proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such amount proceeds shall be promptly remitted to the Indemnifying Party to the extent of such proceeds would have reduced the Indemnifying Party’s indemnification payment madeobligations). Each , and the Indemnified Party shall use commercially use, and cause its Affiliates to use, reasonable best efforts to collect any amounts available seek full recovery under all insurance and other indemnity and reimbursement provisions covering such insurance coverage and from Losses to the same extent as it would if such other Person alleged Losses were not subject to have any responsibility for such Lossindemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any Person third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party.

Additional Indemnification Provisions. (a) Any party The Seller and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that becomes aware of a Loss for which it seeks with respect to each indemnification under obligation in this Article IX Agreement or any other document executed in connection with the Closing (i) all Losses shall be required to use commercially reasonable efforts to mitigate net of any Eligible Insurance Proceeds (as set forth in subsection (e) below) and (ii) in no event shall the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable have liability to the Indemnified Party for any Loss punitive damages or damages that are not a reasonably foreseeable consequence of the condition or event giving rise to the claim for indemnification, except to the extent such Loss is attributable that the Indemnified Party pays punitive damages or damages that are not a reasonably foreseeable consequence of the condition or event giving rise to the Indemnified Party’s failure claim for indemnification to mitigate the Lossa third party in respect of a Third Party Claim. (b) Any amount payable by an Indemnifying Party pursuant to this Article X shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds or Retained Insurance Proceeds. In calculating the any case where an Indemnified Party recovers from a third Person any amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to this Article X (other than “Retained Insurance Proceeds”), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) The parties shall treat any indemnification is sought hereunderpayment made under this Agreement as an adjustment to the Purchase Price. (d) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance coverage (each, an “Insurance Policy”), the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a “Notice of Insurance”). If the Indemnifying Party so requests within 30 days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder, in which event (i) all such proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claimreceived, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered net of costs reasonably incurred by the Indemnified Party in connection with seeking such collection, shall be considered “Eligible Insurance Proceeds” and (ii) the facts giving rise to Indemnifying Party shall reimburse the right of indemnification), net of any deductible or actual Indemnified Party for all reasonable costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from collection and the amount of such Losses any increase in premiums (it being agreed that if including any such amounts are recovered prospective or retroactive increase) actually paid by the Indemnified Party subsequent under the Insurance Policy (as such increased premiums are incurred) directly related to the Indemnifying Party’s making payment of an indemnification payment, Eligible Insurance Proceeds for such amount shall be promptly remitted to Loss for two years following the next renewal of such Insurance Policy. If the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to does not request that the Indemnified Party pursuant to this Article IXseek coverage of any portion of such Loss under the Insurance Policy within 30 days after receipt of a Notice of Insurance, (i) any proceeds that the Indemnified Party may receive thereunder shall be considered “Retained Insurance Proceeds” and (ii) the Indemnifying Party shall be subrogated, have no liability for any premium increases thereunder relating to the extent collection of such paymentRetained Insurance Proceeds. (e) Subject to the limitations set forth in this subsection (e), if the Seller shall make an indemnification payment to the Acquiror and its Affiliates pursuant to the provisions of Article X hereof, then the Acquiror shall pay to the Seller the amount of any rights net reduction in Taxes later realized by the Acquiror and its Affiliates (the “Net Tax Benefit”) as the result of their sustaining or paying the Losses for which the Indemnified Party may have against any Person with respect indemnification payment was made (including as the result of facts or circumstances due to which the Acquiror and its Affiliates sustained or paid such Losses). The Acquiror and its Affiliates shall be required to pay over to the subject matter underlying Seller only Net Tax Benefits realized within five years of the related indemnification payment. Whenever the Acquiror and its Affiliates realize a Net Tax Benefit that would be required to be paid over to the Seller pursuant to this subsection (e), then they shall promptly (i) prepare a certificate, executed by the Tax Director of American International Group, Inc., setting forth the amount and calculation of the Net Tax Benefit and (ii) pay to the Seller, by wire transfer of immediately available funds to an account designated by the Seller, the amount of the Net Tax Benefit. The Seller shall have the reasonable opportunity to review the Acquiror’s certificate and to ask questions of the personnel of Acquiror familiar with the matters certified to therein. The Seller will not, however, have the right to make any examination of the Acquiror’s, the Company’s or any Insurance Subsidiary’s Tax Returns or supporting work papers or other documents or to obtain such indemnification claim, Tax Returns or supporting work papers or other documents in connection with any Action against the Acquiror or any of its Affiliates (including the Company and the Indemnified Party shall assign any such rights to the Indemnifying PartyInsurance Subsidiaries) under this Section 10.06(e).

Additional Indemnification Provisions. (a) Any party Parent and the Acquiror agree, each for themselves and on behalf of their respective Affiliates and Representatives, that becomes aware with respect to each indemnification obligation set forth in Article VII or this Article X: (i) each such obligation shall be calculated net of any Eligible Insurance Proceeds, (ii) Losses shall be calculated net of any Tax benefit actually realized in cash by an Indemnified Party in the taxable period in which such Losses occurred as a result of the event giving rise to the indemnification, provided however, that such benefit in respect of U.S. federal and state income Taxes shall be deemed to be zero in the case of indemnification obligations in respect of a Loss for which it seeks indemnification under this Article IX Section 338(h)(10) Subsidiary and (iii) notwithstanding anything to the contrary herein, in no event shall be required Parent have any liability or obligation to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Acquiror Indemnified Party shall not be liable for any Loss to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder (A) has already been collected under any other Transaction Agreement, (B) for any duplicate recovery in respect of the same Loss under different provisions of this Agreement and (C) if such Loss Loss, or related amount, description, liability or reserve, is attributable to reserved for in the Indemnified Party’s failure to mitigate Closing Statement, or taken into account in the Losscalculation of the Closing Tangible Book Value. (b) Any amount payable by an Indemnifying Party pursuant to this Article X shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds. In calculating the any case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds or any other amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to this Article X, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount of such Eligible Insurance Proceeds, but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) the reasonable out-of-pocket costs actually incurred by the Indemnifying Party in pursuing or defending any claim arising out of such matter in compliance with this Agreement. The parties hereto shall treat any indemnification is sought hereunderpayment made under this Agreement as an adjustment to the Purchase Price. (c) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a “Notice of Insurance”). If the Indemnifying Party so requests within one hundred and eighty (180) days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to collect (at the Indemnifying Party’s expense) the maximum amount of cash insurance proceeds thereunder, in which event all such cash proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claimreceived, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered net of out-of-pocket costs reasonably incurred by the Indemnified Party in connection with the facts giving rise to the right of indemnificationseeking such collection, shall be considered “Eligible Insurance Proceeds.” (d) All indemnifiable Losses under Section 5.10, Section 5.26, Section 6.01(b), net Section 6.01(c), Article VII or this Article X shall be determined without duplication of recovery under other provisions of this Agreement (including any deductible section or actual costs or expenses incurred subsection of such Articles), any certificate delivered in connection with securing this Agreement or obtaining any other Transaction Agreement. (e) For purposes of Article VII and this Article X, in respect of the representations and warranties set forth in Article III or Article IV herein, any and all “Company Material Adverse Effect,” “Acquiror Material Adverse Effect,” “material adverse effect,” and “materiality” (including, “material to the Company Group Entities (taken as a whole)”) exceptions and thresholds and any equivalent exceptions and qualifiers set forth in such proceeds, representations and warranties shall be deducted from disregarded (or, in the case of “Company Material Adverse Effect,” “Acquiror Material Adverse Effect”, “material adverse effect”, or any equivalent exceptions and qualifications, be read as “adverse effect”) for purposes of determining whether any such representation and warranty has been breached or for determining the amount of Losses resulting therefrom, provided that (i) the word “Material” in the use of the term “Material Contracts” and “Material Reinsurance Contract” shall not be disregarded and (ii) such Losses exceptions and qualifiers shall not be disregarded in the representations and warranties set forth in Section 3.07(b). (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent f) Notwithstanding anything to the Indemnifying Party’s making contrary, in no event shall the Acquiror Indemnified Parties be indemnified for any Losses resulting from the inaccuracy or breach of an indemnification paymentany representation or warranty in Section 3.14 relating to any severance or other termination benefits (including notice periods or garden leave) for the Employees, such amount shall be promptly remitted to the Indemnifying Party except to the extent that such Loss results from the failure to disclose severance or termination benefits (including notice periods or garden leave) that are substantially more generous to the Employee than both (i) what has been disclosed on in Section 3.14 of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage Parent Disclosure Schedule and from such other Person alleged to have any responsibility (ii) market practice for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person similarly situated employees (including with respect to position, tenure and seniority) of peer companies in the subject matter underlying industry in the applicable jurisdiction. For purpose of clarity, Acquiror shall not have an indemnifiable Loss if such indemnification claim, and severance or termination benefits are otherwise payable from the Indemnified Party shall assign any such rights to the Indemnifying PartyHuman Capital Pool.

Additional Indemnification Provisions. (a) Any It is the intent of the Parties to this Agreement and the Reinsurance Agreement that no party that becomes aware of a Loss for which it seeks shall make any indemnification under this Article IX shall be required or reinsurance payment with respect to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss hereunder to the extent that such indemnification or reinsurance payment would result in the duplication of any indemnification or reinsurance payment already made with respect to such Loss is attributable to the Indemnified Party’s failure to mitigate the Lossunder any of such agreements. (b) In calculating Notwithstanding anything contained in this Agreement to the amount contrary, (i) Losses of an Indemnified Party shall be determined without duplication of any other Loss for which an indemnification claim has been previously paid under any other representation, warranty, covenant, or agreement and (ii) in no event shall Seller have any liability or obligation to any Purchaser Indemnitee to the extent that any Loss, or portion thereof, as applicable, for which indemnification is sought hereunderhereunder was reflected and carried in a specific tax reserve appearing on the Closing Balance Sheet, which had the proceeds actually received by any effect of reducing the Purchase Price, and the Seller shall be liable only for that portion of the Loss in excess of such reserve. (c) Notwithstanding anything contained in this Agreement to the contrary, all Losses of an Indemnified Party for which an indemnification claim has been made hereunder shall be calculated on an After-Tax Basis and shall be determined net of any third party insurance or other third party recoveries (including under any insurance policy or pursuant to any claimthird party insurance policy, recoveryindemnity, settlement reimbursement agreement or payment by or against any other Person (including contract pursuant to which or under which an Indemnified Party is a party or has rights) actually received by the Indemnified Party (after taking into account any indemnitydeductibles, contribution copayments or similar proceeds recovered other cost-sharing arrangements) for such indemnified Losses, net of all out-of-pocket costs and expenses reasonably incurred by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the recovery. The Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party Parties shall use commercially reasonable efforts Commercially Reasonable Efforts to collect any amounts available under third party insurance policies or recoverable from non-Affiliated persons with respect to Losses sustained by such Indemnified Party; provided, however, that the fact that such Indemnified Party asserts a claim under such policies or against such non-Affiliated Persons shall not in any way relieve the Indemnifying Party of its obligation to indemnify, defend and hold harmless the Indemnified Party under the terms of this Article IX and shall not affect such Indemnified Party’s rights under this Article IX in any way except as expressly provided in this Section 9.14(c). If the Indemnified Party receives or any of its Affiliates on behalf of the Indemnified Party receive any amounts under applicable third party insurance coverage and policies, or from such other any non-Affiliated Person alleged to have be responsible for any responsibility Losses, in satisfaction of any Losses of the Indemnified Party, but subsequent to an indemnification payment by the Indemnifying Party for such Loss. Upon making Losses of the Indemnified Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment of such Losses previously made to the Indemnified Party pursuant to this Article IX, the by such Indemnifying Party shall be subrogated, up to the extent of such payment, to any rights which amount previously received by the Indemnified Party may have against any Person with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Partyor received on its behalf by one of its Affiliates.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation in this Article IX Agreement (i) each such obligation shall be required to use commercially reasonable efforts to mitigate calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds and (iii) in no event shall the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party have liability to the Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits, diminution of value or similar items (other than any such damages, lost profits or similar items actually paid to any unaffiliated third party) and Losses shall not be liable for calculated by using multiples or any Loss to valuation methodologies or similar measures used in arriving at, or that may be reflective of, the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the LossPurchase Price. (b) In calculating the any case where an Indemnified Party recovers from a third Person any amount in respect of any Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds recovered paid by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment to the Indemnified Party pursuant to this Article IXXIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of reasonable costs incurred by it in procuring such recovery, which costs shall not exceed the amount so recovered), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such Loss. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII could be recovered from a third party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly give notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party, shall use reasonable best efforts to collect the maximum amount recoverable from such third party, in which event the Indemnifying Party shall be subrogatedreimburse the Indemnified Party for all reasonable costs incurred in connection with such collection (which costs of collection shall not exceed the amount recoverable from such third party). If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XIII could have been recovered from a third party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such payment, third party as are necessary to permit the Indemnifying Party to recover from such third party any rights which amount actually paid by the Indemnified Indemnifying Party may have against pursuant to this Article XIII. (d) The parties shall treat any Person with respect indemnification payment made under this Agreement as an adjustment to the subject matter underlying such indemnification claimPurchase Price. (e) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII may be covered, and in whole or in part, by third-party insurance coverage, the Indemnified Party shall assign any such rights promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually received shall be considered “Eligible Insurance Proceeds.”

Additional Indemnification Provisions. (a) Any party that becomes aware With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis (provided that, if any Tax benefit or detriment properly taken into account in the definition of After-Tax Basis is realized following the date on which an indemnity payment is made, the parties shall promptly cause a Loss for which it seeks indemnification corrective payment to be made), (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 13.07(b) and (iii) in no event shall AFG or Seller have any liability or obligation under this Article IX shall be required XIII to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss Buyer Indemnified Parties to the extent such Loss that any Loss, or portion thereof, as applicable, for which indemnification is attributable to sought hereunder is expressly reflected or reserved for on the Indemnified Party’s failure to mitigate the LossFinal Statement. (b) In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurer, but excluding any amount in respect of any Loss paid by an Indemnifying Party pursuant to this Article XIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net of any Expenses incurred by such Indemnified Party in procuring such recovery, which Expenses shall not exceed the amount so recovered), and, if applicable, net of such Indemnified Party’s (i) retroactive or prospective premium adjustments associated with such recovery from a third-party insurer and (ii) actual increase(s) in such Person’s and its Affiliates’ insurance premium that is reasonably attributable to such Loss (collectively, the “Premium Increase”), but not in excess of the sum of (A) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (B) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) An Indemnified Party shall use reasonable best efforts to mitigate the amount of its Losses upon and after becoming aware of any facts or circumstances that would reasonably be expected to result in any Losses that are indemnifiable hereunder. (d) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII would reasonably be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable third-party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party, shall use reasonable best efforts to collect the maximum amount recoverable from such third party, in which event the Indemnifying Party shall reimburse the Indemnified Party for (i) all reasonable costs and expenses incurred in connection with such collection (which costs and expenses of collection shall not exceed the amount recoverable from such third party) and (ii) any related Premium Increase. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XIII could have been recovered from a third party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such third party as are necessary to permit the Indemnifying Party to recover from such third party any amount actually paid by the Indemnifying Party pursuant to this Article XIII. (e) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price for applicable tax purposes. (f) For purposes of determining whether a breach of any representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss for which indemnification is sought hereunderunder this Article XIII, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant each representation and warranty contained in this Agreement shall be read without regard to any claim“materiality,” “Company Material Adverse Effect,” “Buyer Material Adverse Effect” or other similar qualification contained in or otherwise applicable to such representation or warranty, recovery, settlement or payment by or against any other Person than (including pursuant to any indemnity, contribution or similar proceeds recovered by i) the Indemnified Party representations and warranties in connection with the facts giving rise to the right of indemnificationSection 5.04(b), net Section 5.09(a), Section 5.12, and the second sentence of Section 5.13(b) and (ii) any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party to the extent use of the indemnification payment made). Each Indemnified Party defined terms “Material Contract” or “Material Distributor.” (g) Neither Buyer nor Seller shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making right to set off any payment to the Indemnified Party unresolved indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have XIII against any Person with respect payment due pursuant to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign Article II or Article III or any such rights to the Indemnifying Partyother Transaction Agreement.

Additional Indemnification Provisions. (a) Any party that becomes aware of a Loss for which it seeks With respect to each indemnification under obligation contained in this Article IX Agreement, all Losses shall be required to use commercially reasonable efforts to mitigate the Loss, including taking net of (i) any actions reasonably requested by an Indemnifying Party, third-party insurance and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (b) In calculating the amount of any Loss for which indemnification is sought hereunder, the indemnity proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from less the amount of out-of-pocket costs incurred to obtain such Losses proceeds (it being agreed that if any third-party insurance or indemnification proceeds in respect of such amounts facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification paymentpayment in satisfaction of its applicable indemnification obligation, such proceeds, less the amount of out-of-pocket costs incurred to obtain such proceeds, shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and (ii) any Net Tax Benefits. Each The Indemnified Party shall use use, and cause its Affiliates to use, commercially reasonable efforts to collect any amounts available seek full recovery under all insurance and indemnity provisions covering such insurance coverage and from Loss to the same extent as it would if such other Person alleged Loss were not subject to have any responsibility for such Lossindemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against under any Person third-party insurance policies with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall shall, to the extent permitted under such insurance policies, assign any such rights to the Indemnifying Party. From and after the Closing Date, no member of the Parent Group shall have any right of contribution or indemnification against any of the Transferred Companies or their respective Subsidiaries for any amounts paid to any Purchaser Indemnified Party as a result of any claim for indemnification under this Agreement or any claim arising from or relating to a breach by Parent, Sellers or, prior to the Closing, any of the Transferred Companies or their respective Subsidiaries of any representations, warranties, covenants or other agreements contained in this Agreement or in any Ancillary Agreement.