Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party 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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement Agreement: (i) each such obligation shall be calculated reduced by any Tax benefit actually recognized by the Indemnified Party as the result of the Loss giving rise to 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 the obligation 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, however, that if (A) such Tax benefit is recognized after an After-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 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 and Reduction resulting therefrom)), the relevant Indemnifying Party 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 actual non-refundable recoveries to amounts that have been recovered by the Indemnified Party described 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 (v) Seller shall not be liable for any Losses to the extent that such 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, 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 calculation of Final Working Capital, (D) result from the operation of Company, Company Subsidiary or the Business, in the case of a Buyer Indemnified Party, or any event or occurrence, after the Closing, (E) result from the operation of Company, Company Subsidiary or the Business, in the case of a Seller Indemnified Party, or any event or occurrence, prior to the Closing, or (F) are caused by or result from any action (1) that Seller or Parent is required, permitted or requested to take pursuant Section 16.6(b6.01 (including pursuant to the consent of Buyer or Seller, as applicable) or (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 shall first use commercially reasonable efforts to collect any amounts under such indemnification agreements, insurance 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, (bx) In 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 case where 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 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 force or effect with respect to any claim for indemnification hereunder. If an Indemnified Party recovers from a third Person not affiliated receives any such insurance proceeds or indemnity, reimbursement or similar payments after being indemnified hereunder with respect to some or all of such Indemnified PartyLosses, including any third-party insurer, any amount in respect of any Loss paid by an Indemnifying Party pursuant to this Article XVI, such the Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered lesser of (net of any Expenses incurred by such Indemnified Party in procuring such recovery, which Expenses shall not exceed I) the amount so recovered), and, if applicable, net of such Indemnified Partyinsurance proceeds or indemnity, reimbursement or similar payment, less reasonable attorney’s (i) retroactive or prospective premium adjustments associated fees and other reasonable out-of-pocket expenses incurred in connection with such recovery from a third-party insurer and (iiII) 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 aggregate amount previously 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 behalf 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 Party Parties, a breach of a covenant set forth in respect of such claim and 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 amount expended 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 Indemnifying Party 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 pursuing the case of a claim for indemnification based on a breach of the representations and warranties set forth in Section 4.17(i) or defending 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 claim arising out Taxes originally due after the Closing (or due after Closing as the result of such matterextending 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 portion payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article XII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (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 paid 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 Indemnifying breach by Seller of any of the representations made in Article IV or the recovery by Seller Indemnified Party on account of the breach by Parent of any 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 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 XII (i) all reasonable costs and expenses incurred in connection with such collection (which costs and expenses of collection shall not exceed first, for amounts up to the amount recoverable from such third party) of the Closing Cash Payment, shall be paid in cash and (ii) any related Premium Increase. If any portion then, for amounts in excess 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 under this Article XVIthe Closing Cash Payment, each representation and warranty contained in this Agreement shall be read without regard to paid in Parent Preferred Stock until all such Parent Preferred Stock then held by Seller is exhausted, and (iii) then, for any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii)remaining amounts, in Parent Common Stock; provided, that the value of (A) each case share of Parent Preferred Stock shall be equal to the extent relating issue price as set forth in the Certificate of Designation and (B) each share of Parent Common Stock shall be equal to the Covered Liabilitiesvolume-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) With 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 Agreement Section 17, (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries Eligible Insurance Proceeds (as defined below) and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party described 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 Section 16.6(b)respect of a Third Party Claim. (b) Any amount payable by an Indemnifying Party pursuant to this Section 17 shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds or Retained Insurance Proceeds (as defined below). In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurerPerson, any amount in respect of any Loss paid for which such Indemnified Party has actually been reimbursed by an Indemnifying Party pursuant to this Article XVISection 17 (other than Retained Insurance Proceeds), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses expenses incurred by such Indemnified Party it 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 Loss and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) 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. (d) If any portion of Losses to be paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably may be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable covered, in whole or in part, by third-party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying Partycoverage (each, then an "Insurance Policy"), the Indemnified Party shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party and, upon the request (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 best efforts to collect the maximum amount recoverable from such third partyof insurance proceeds thereunder, in which event (i) all such proceeds actually received, 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 (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 of any prospective or retroactive increase in premiums actually paid by the Indemnified Party under the Insurance Policy (as such third partyincreased 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) any related Premium Increase. If any portion of Losses actually paid by the Indemnifying Party pursuant shall have no liability for any premium increases thereunder relating to the collection of such Retained Insurance Proceeds. (e) If the indemnification provided for in this Article XVI could have been recovered from a third party not affiliated with the relevant Section 17 is unavailable or insufficient to hold harmless an Indemnified Party based on the underlying claim or demand asserted against such Indemnifying 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-BLC Holdings, on the other hand, in connection with the 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-BLC 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. (f) 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 indemnity payment hereunder (such as, by way of example 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), the Indemnified Party shall transfer, promptly rebate 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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesTax benefit.

Additional Indemnification Provisions. (a) With 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 Agreement Section 17, (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries Eligible Insurance Proceeds (as defined below) and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party described 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 Section 16.6(b)respect of a Third Party Claim. (b) Any amount payable by an Indemnifying Party pursuant to this Section 17 shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds or Retained Insurance Proceeds (as defined below). In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurerPerson, any amount in respect of any Loss paid for which such Indemnified Party has actually been reimbursed by an Indemnifying Party pursuant to this Article XVISection 17 (other than Retained Insurance Proceeds), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses expenses incurred by such Indemnified Party it 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 Loss and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) 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. (d) If any portion of Losses to be paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably may be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable covered, in whole or in part, by third-party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying Partycoverage (each, then an "Insurance Policy"), the Indemnified Party shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party and, upon the request (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 best efforts to collect the maximum amount recoverable from such third partyof insurance proceeds thereunder, in which event (i) all such proceeds actually received, 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 (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 of any prospective or retroactive increase in premiums actually paid by the Indemnified Party under the Insurance Policy (as such third partyincreased 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) any related Premium Increase. If any portion of Losses actually paid by the Indemnifying Party pursuant shall have no liability for any premium increases thereunder relating to the collection of such Retained Insurance Proceeds. (e) If the indemnification provided for in this Article XVI could have been recovered from a third party not affiliated with the relevant Section 17 is unavailable or insufficient to hold harmless an Indemnified Party based on the underlying claim or demand asserted against such Indemnifying 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 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. (f) 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 indemnity payment hereunder (such as, by way of example 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), the Indemnified Party shall transfer, promptly rebate 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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesTax benefit.

Additional Indemnification Provisions. (a) With The parties hereto agree, for themselves and on behalf of their respective Affiliates and Representatives, that, with respect to each indemnification obligation in this Agreement Agreement, (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries Eligible Insurance Proceeds (as set forth in subsection (e) below) and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party described 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 Section 16.6(b)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 any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurerPerson, any amount in respect of any Loss paid for which such Indemnified Party has actually been reimbursed by an Indemnifying Party pursuant to this Article XVIVIII (other than Retained Insurance Proceeds), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses expenses incurred by such Indemnified Party it 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 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 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 shall be without set-off, counterclaim or deduction of any kind. (e) If any portion of Losses to be paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably may be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable covered, in whole or in part, by third-party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying Partycoverage (each, then an "Insurance Policy"), the Indemnified Party shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party and, upon the request (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 best efforts to collect the maximum amount recoverable from such third partyof insurance proceeds thereunder, in which event (i) all such proceeds actually received, 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 (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 of any prospective or retroactive increase in premiums actually paid by the Indemnified Party under the Insurance Policy (as such third partyincreased 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) any related Premium Increase. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XVI could shall 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, no liability for any premium increases thereunder relating to the extent transferable, collection of 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 sentenceRetained Insurance Proceeds. (df) For purposes of determining whether a breach 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 made 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 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 Agreement has occurredArticle VIII, and 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 indemnity payment hereunder (such as, by way of example 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 calculating Tax purposes), the Indemnified Party shall promptly rebate to the Indemnifying Party the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesTax benefit.

Additional Indemnification Provisions. (a) With respect to each Any party that becomes aware of a Loss for which it seeks indemnification obligation in under this Agreement (i) each such obligation Article IX shall be calculated on required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an After-Tax Basis Indemnifying Party, and (ii) all Losses an Indemnifying Party shall not be net of liable for any actual non-refundable recoveries Loss to the extent such Loss is attributable to the Indemnified Party described in Section 16.6(b)Party’s failure to mitigate the Loss. (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 hereunder, the proceeds actually received by any Indemnified Party under this Article XVIany insurance policy or pursuant to any claim, each representation and warranty contained 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 this Agreement 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 read without regard deducted from the amount of such Losses (it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” or other similar qualification contained in or otherwise applicable Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to such representation or warranty, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case Indemnifying Party to the extent relating 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 Covered LiabilitiesIndemnified 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) With AIG and the Purchaser agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation in this Agreement Agreement, any Transaction Documents or any other document executed or delivered in connection with the Closing (i) each such obligation shall be calculated on an After-After Tax Basis and Basis, (ii) all Losses once finally determined shall be net of any actual non-refundable recoveries Eligible Insurance Proceeds and (iii) in no event shall the Indemnifying Party have liability to the Indemnified Party described in Section 16.6(b)for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items. (b) Any amount payable by an Indemnifying Party pursuant to this Article 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 not affiliated with such Indemnified Party, including any third-party insurer, Eligible Insurance Proceeds or any other amount in respect of any Loss paid by Losses for which an Indemnifying Party has actually reimbursed it pursuant to this Article XVI, VII such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses expenses incurred by such Indemnified Party it 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) 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 Purchase Price for all Tax purposes. (d) If any portion of Losses to be paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably may be expected to be recoverable from a covered, in whole or in part, by 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 (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 best efforts to collect the maximum amount recoverable from such third partyof insurance proceeds thereunder, 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 proceeds 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 under this Article XVI, each representation and warranty contained in this Agreement received shall be read without regard to any considered “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesEligible Insurance Proceeds.”

Additional Indemnification Provisions. (a) With respect to each The amount of any Loss for which indemnification obligation in is provided under this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses Article X shall be net of (i) any actual non-refundable recoveries to amounts actually recovered by the Indemnified Party described under insurance policies (including 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 contractual provisions under Contracts of the 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 claim) (it being agreed that if such 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 Indemnitor’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the 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 16.6(b2.05(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) 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 The Indemnified Party shall promptly pay over use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under the R&W Insurance Policy to the Indemnifying 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 amount so recovered (net of any Expenses incurred by such Indemnified Party in procuring such recovery, which Expenses shall not exceed the amount so recoveredR&W Insurance Policy and Section 10.01(b), and, if applicable, net of such Indemnified Party’s (i) retroactive or prospective premium adjustments associated with such recovery from then the Purchaser shall use its commercially reasonable efforts to pursue a third-party insurer and (ii) actual increase(s) in such Person’s and its Affiliates’ insurance premium that is reasonably attributable to claim for such Loss (collectively, from the “Premium Increase”), but R&W Insurance Policy to the same extent as it would if such Loss were not in excess of the sum of (i) any amount previously paid by the Indemnifying Party subject 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 matterindemnification hereunder. (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 Each Indemnified Party shall promptly after take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss to the extent required under Delaware Law in respect of the applicable underlying claim giving rise to the right to indemnification under this Article X, upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise to 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 sentenceLoss. (d) For purposes of determining whether No Indemnified Party shall be entitled 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 representation Action seeking the equitable remedy of rescission of the Transactions or warranty made this Agreement. (f) Notwithstanding any provision to the contrary in this Agreement has occurredArticle 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 as 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 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 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 failure 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 for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard which a Purchaser Related Party could have been entitled to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” indemnification had such Purchaser Related Party submitted a claim that satisfied or other similar qualification contained in or otherwise applicable to complied with such representation or warranty, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case procedures (except to the extent relating such failure to satisfy or comply with such procedures is the Covered Liabilitiesresult of Seller's breach of its obligations under Section 7.17).

Additional Indemnification Provisions. (a) With AIG, AHAC and TRH agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in this Article VIII, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) each such obligation shall be calculated on an After-Tax Basis and Basis, (ii) all Losses shall be net of any actual non-refundable recoveries Eligible Insurance Proceeds, (iii) 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 described that were not communicated prior to the date hereof by the Indemnified Party to the Indemnifying Party, (B) any punitive or special damages other than punitive or special damages recovered by third parties in Section 16.6(bconnection with a Third Party Claim, (C) any Losses to the extent 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 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 the extent 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 any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurer, Eligible Insurance Proceeds or any other amount in respect of any Loss paid by for which an Indemnifying Party has actually reimbursed it pursuant to this Article XVIVIII, 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”)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 paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably may be expected to be recoverable from a covered, in whole or in part, by 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 (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 best efforts to collect the maximum amount recoverable from such third partyof insurance proceeds thereunder, in which event the Indemnifying Party shall reimburse all such proceeds actually received, net of costs reasonably incurred by the Indemnified Party for (i) all reasonable costs and expenses incurred in connection with seeking 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 Partycollection, 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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilitiesconsidered "Eligible Insurance Proceeds."

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Article IX, all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(brelated Eligible Insurance Proceeds (as defined below). (b) In any case where an the Indemnified Party or its Affiliates 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 the Indemnifying Party pursuant to this Article XVIIX, such the 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.amount (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XVI would reasonably IX could be expected to be recoverable recovered 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 the 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 Party, shall use commercially 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 IX 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 the 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 sentenceIX. (d) For purposes If any portion of determining whether a breach Losses to be paid by the Indemnifying Party pursuant to this Article IX 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; 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 representation or warranty made in this Agreement has occurred, and for calculating 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 Loss 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 XVIIX 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, each representation and warranty shall cause its Affiliates to, procure that all commercially reasonable steps are taken, and all commercially reasonable assistance is given to avoid or mitigate any Losses, which in the absence of mitigation might give rise to or increase a Loss in respect of any claim under this Article IX. In the event the Indemnified Party or its Affiliates fails to so mitigate an indemnifiable Loss, the Indemnifying Party shall have no liability for any portion of such Loss that could reasonably have been avoided had the Indemnified Party or its Affiliates made such efforts. (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 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 Agreement, Purchaser shall be read without regard deemed to have waived such breach, and Purchaser and the other Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to Section 9.1 to ▇▇▇ for Losses or to assert any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” other right or other similar qualification contained in or otherwise applicable remedy arising from any matters relating to such representation or warrantybreach, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case notwithstanding anything to the extent relating to the Covered Liabilitiescontrary contained herein.

Additional Indemnification Provisions. a. Buyer and Secured Party agrees that without an Indemnified Person’s prior written consent it shall not settle any pending or threatened claim, action, suit or proceeding related to this Agreement unless the settlement also includes an express unconditional release of all Indemnified Persons from all liability and obligations arising therefrom, or indemnifying party reaffirms their obligation to indemnify for or contribute to losses incurred by any unreleased Indemnified Person as herein provided. b. Promptly after receipt of notice of the commencement of any action, any Indemnified Person will, if a claim in respect thereof is to be made against any indemnitor hereunder, notify in writing the indemnitor of the commencement thereof; but omission so to notify an indemnitors will not relieve the indemnitors from any liability hereunder which they may have to any Indemnified Person. If the indemnitor so elects, indemnitor may assume the defense of such Action in a timely manner, including the employment of counsel (areasonably satisfactory to the Indemnified Person) With and payment of expenses, provided Indemnitors acknowledge in writing its unconditional obligation pursuant to this agreement to indemnify the Indemnified Person in respect of such Action and provides to each indemnification obligation the Indemnified Person evidence reasonably satisfactory to it that the indemnitor will have the financial resources to conduct such defense actively and diligently and permit Indemnitee and counsel retained by the Indemnified Person at its expense to participate in such defense. Notwithstanding the foregoing, in the event the Indemnified Party determines in its sole discretion that it is advisable for the Indemnified Person to be represented by separate counsel, then the indemnitee may employ on behalf of the Indemnified Person a single separate counsel to represent or defend such Indemnified Persons in such action, claim, proceeding or investigation and the indemnitee will pay the reasonable fees and disbursements of such separate counsel as incurred. c. In the event of any fundamental change involving the corporate structure of either party, such as by merger, plan of exchange or sale of all or substantially all of its assets, any executory obligations of an indemnitor in this Agreement (i) each such obligation shall, if not assumed by operation of law, be assumed by contract by the acquiring entity or arrangements made to protect the interests of Indemnified Person reasonably satisfactory to it. d. If multiple claims are brought against an Indemnified Person in any Action with respect to at least one of which indemnification is permitted under applicable law and provided for under this Agreement, the indemnitor agrees that any judgment, arbitration award or other monetary award shall be calculated conclusively deemed to be based on an After-Tax Basis claims as to which indemnification is permitted and (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(b)provided for. (b) In e. If the indemnity referred to in this Agreement should be, for any case where an reason whatsoever, unenforceable, unavailable or otherwise insufficient to hold each Indemnified Party recovers from a third Person not affiliated with such Indemnified Partyharmless, 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 Indemnitors 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 each Indemnified Party in respect Person contributions for Losses so that each Indemnified Person ultimately bears only a portion of such claim Losses as is appropriate (i) to reflect the relative benefits received by each such Indemnified Person, respectively, on the one hand and Indemnitors on the other hand in connection with the transaction or (ii) any amount expended if the allocation on that basis is not permitted by applicable law, to reflect not only the Indemnifying Party relative benefits referred to 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 clause (i) all reasonable costs above but also the relative fault of each such Indemnified Person, respectively, 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) Indemnitors as well as 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 other 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 sentenceequitable considerations. (d) For purposes f. The obligations of determining whether a breach of any representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement indemnitor referred to above shall be read without regard in addition to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” or other similar qualification contained in or rights that any Indemnified Person may otherwise applicable to such representation or warranty, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilitieshave.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be (a) 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 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 is incurred, and (b) net of any actual nonthird-refundable recoveries party insurance or 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 (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such 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, commercially reasonable efforts to 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. Upon making any payment to the Indemnified Party described in Section 16.6(b). (b) In for 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 indemnification claim pursuant to this Article XVIIX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall promptly pay over assign any such rights 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 and otherwise cooperate 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 matterseeking recovery thereunder. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party 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, person any amount in respect of any Loss paid by a matter for which an Indemnifying Party has previously indemnified it pursuant to this Article XVI8, such the Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses expenses incurred by such Indemnified Party it 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 . Upon payment in full of 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 Partyamounts recovered, 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 be subrogated to collect the maximum amount recoverable from extent of such third party, in which event payment to the Indemnifying Party shall reimburse rights of the Indemnified Party for against any person (iother than an Indemnified Party) all reasonable costs and expenses incurred in connection with respect to the subject matter of such collection (which costs and expenses of collection shall not exceed the amount recoverable from such third party) and (ii) any related Premium Increaseclaim. 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 Any Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such third party as are necessary to permit assign or otherwise reasonably cooperate with the Indemnifying Party to pursue any claims against, or otherwise recover from such third party amounts from, any amount actually paid by the Indemnifying Party 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 XVI8 shall terminate when the applicable representation, net of any related Premium Increase for which the Indemnifying Party has not already reimbursed the Indemnified Party warranty or covenant terminates pursuant to Section 8.4. No Purchaser Indemnitee shall have the immediately 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. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With It is the intent of the Parties to this Agreement and the Reinsurance Agreement that no party shall make any indemnification or reinsurance payment with respect to each any Loss hereunder to the extent that such indemnification obligation or reinsurance payment would result in the duplication of any indemnification or reinsurance payment already made with respect to such Loss under any of such agreements. (b) Notwithstanding anything contained in this Agreement to the contrary, (i) each 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 hereunder was reflected and carried in a specific tax reserve appearing on the Closing Balance Sheet, which had the effect of reducing the Purchase Price, and the Seller shall be liable only for that portion of the Loss in excess of such obligation 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 (ii) all Losses shall be determined net of any actual non-refundable third party insurance or other third party recoveries (including under or pursuant to any third party insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which an Indemnified Party is a party or has rights) actually received by the Indemnified Party described in Section 16.6(b). (bafter taking into account any deductibles, copayments or other cost-sharing arrangements) In any case where an for such indemnified Losses, net of all out-of-pocket costs and expenses reasonably incurred by the Indemnified Party recovers in obtaining such recovery. The Indemnified Parties shall use Commercially Reasonable Efforts to collect any amounts available under third party insurance policies or recoverable from a third Person not affiliated non-Affiliated persons with respect to Losses sustained by such Indemnified Party; provided, including any third-party insurerhowever, any amount in respect of any Loss paid by an Indemnifying Party pursuant to this Article XVI, that the fact that such Indemnified Party asserts a claim under such policies or against such non-Affiliated Persons shall promptly pay over to not in any way relieve the Indemnifying Party of its obligation to indemnify, defend and hold harmless the amount so recovered (net of any Expenses incurred by such Indemnified Party in procuring such recovery, which Expenses under the terms of this Article IX and shall not exceed the amount so recovered), and, if applicable, net of affect such Indemnified Party’s (i) retroactive rights under this Article IX in any way except as expressly provided in this Section 9.14(c). If the Indemnified Party receives or prospective premium adjustments associated with such recovery from a third-party insurer and (ii) actual increase(s) in such Person’s and any of 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 Affiliates on behalf of the Indemnified Party receive any amounts under applicable third party insurance policies, or from any non-Affiliated Person alleged to be responsible for any Losses, in respect satisfaction of such claim and (ii) any amount expended Losses of the Indemnified Party, but subsequent to an indemnification payment by the Indemnifying Party in pursuing or defending any claim arising out for such Losses 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 such Indemnified Party shall promptly after becoming aware of such fact give notice thereof to reimburse the Indemnifying Party and, upon the request for any payment of the Indemnifying Party shall use reasonable best efforts such Losses previously made 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 by such collection (which costs and expenses of collection shall not exceed Indemnifying Party up to the amount recoverable from such third party) and (ii) any related Premium Increase. If any portion of Losses actually paid previously received 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 or received on its behalf by one 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 sentenceAffiliates. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With Seller and Buyer 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 (i) each such obligation shall be calculated on an After-Tax Basis and Basis, (ii) all Losses shall be net of any actual non-refundable recoveries to Eligible Insurance Proceeds (as set forth in Section 13.06(e) below), (iii) the Indemnifying Party shall indemnify the Indemnified Party described for punitive, exemplary, indirect, consequential or other special damages or lost profits for which a valid indemnification claim is made hereunder only to the extent paid to an unaffiliated third party or Governmental Authority and (iv) in Section 16.6(b)no event shall Seller have any liability or obligation to any Buyer Indemnified Person to the 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 Final Net Worth, Final HLIC Recapture Payment or Final Net Monthly Settlement Balances. (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 for which an Indemnifying Party has reimbursed it pursuant to this Article XVIXIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses expenses incurred by such Indemnified Party it 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 reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably XIII could be expected to be recoverable recovered 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, after payment of such Losses in full to the Indemnified Party by the Indemnifying Party and upon the reasonable request of the Indemnifying Party 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 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 Increasecollection. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XVI 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 transferabletransferable under applicable Law, 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 such portion actually paid by the Indemnifying Party pursuant to this Article XVIXIII. Notwithstanding the foregoing, net of this Section 13.06(c) shall not apply to any related Premium Increase for which the Indemnifying Party has not already reimbursed the Indemnified Party amounts payable to Buyer Reinsurer pursuant to the immediately preceding sentenceBerkshire Retrocession Agreement. (d) For purposes of determining whether a breach of The parties shall treat any representation or warranty indemnification payment made in under this Agreement has occurredas an adjustment to the Purchase Price. (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 coverage (each, an “Insurance Policy”), the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (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 for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement all such proceeds actually received shall be read without regard to any considered “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesEligible Insurance Proceeds”.

Additional Indemnification Provisions. (a) With 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 Agreement Article X: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of reduced by (A) any actual non-refundable recoveries to insurance or other proceeds actually received by the Indemnified Party described 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 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 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 16.6(b7.14 or this Article 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 subject to 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 a Loss subsequent to being indemnified for such Loss by an Indemnifying Party, such Indemnified Party shall, as promptly as practicable, reimburse such Indemnifying Party for the amount of such Net Tax Benefit, to the extent such 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 actually realized 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 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 any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any thirdEligible Third-party insurer, Party Proceeds or any other amount in respect of any Loss paid by for which an Indemnifying Party has actually reimbursed it pursuant to Section 7.14 or this Article XVIX, 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 thirdEligible 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”)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 claim pursuant to Article X or Section 7.14, the amount of any Eligible Third-Party Proceeds recovered by any Indemnified Party 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 indemnification payment made under this Agreement and any adjustment thereto pursuant to Section 10.9 as an adjustment to the consideration hereunder for all federal, 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 paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably may be expected to be recoverable from covered, in whole or in part, by third party insurance coverage provided by a third party not affiliated with insurer or by indemnification or other contribution provided by a third party under a Contract between or among the relevant Indemnified Party (including under any applicable third-party insurance coverage) based on the underlying claim or demand asserted against and such Indemnifying Partythird party, then the Indemnified Party shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party. The Indemnified Party andshall use, upon if requested in writing by the request Indemnifying Party, its commercially reasonable efforts at the sole cost of the Indemnifying Party shall use reasonable best efforts to collect such insurance or other recoverable proceeds with respect to any such Losses. (e) The parties hereto acknowledge and agree that the maximum amount recoverable from such third partysame 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 which 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 shall reimburse the Indemnified Party related to any Holder or Holding be liable for (i) all reasonable costs and expenses incurred any Losses that constituted a Current Liability for purposes of determining Closing Date Net Working Capital in connection with such collection (which costs and expenses the calculation 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 Final Deficit Amount 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 sentenceSection 2.8. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (ai) With 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 Agreement Section 17, (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries Eligible Insurance Proceeds (as defined below) and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party described 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 Section 16.6(b)respect of a Third Party Claim. (bii) Any amount payable by an Indemnifying Party pursuant to this Section 17 shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds or Retained Insurance Proceeds (as defined below). In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurerPerson, any amount in respect of any Loss paid for which such Indemnified Party has actually been reimbursed by an Indemnifying Party pursuant to this Article XVISection 17 (other than Retained Insurance Proceeds), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses expenses incurred by such Indemnified Party it 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 Loss and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (ciii) 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 paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably may be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable covered, in whole or in part, by third-party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying Partycoverage (each, then an "Insurance Policy"), 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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities."

Additional Indemnification Provisions. (a) With Parent and Purchaser agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in this Article VIII, any Ancillary Agreement or any other document executed or delivered in connection with the Closing: (i) each such obligation shall be calculated on an After-Tax Basis net of any Eligible Insurance Proceeds and (ii) all Losses in no event shall be net of Parent have any actual non-refundable recoveries liability or obligation to any Indemnified Party to the Indemnified Party described extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is specifically reserved for in Section 16.6(b)the Final 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 any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurer, Eligible Insurance Proceeds or any other amount in respect of any Loss paid by an for which the Indemnifying Party has actually reimbursed it pursuant to this Article XVIVIII, 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”)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) The Parties shall treat any indemnification payment made under this Agreement as an adjustment to the Closing Consideration. (d) If any portion of Losses to be paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably may be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable covered, in whole or in part, by 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 (a “Notice of Insurance”). If the Indemnifying Party shall use reasonable best efforts to collect the maximum amount recoverable from such third partyso requests within one hundred eighty (180) days after receipt of a Notice of Insurance, 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, use its commercially reasonable efforts to the extent transferable, such of its rights to proceed against such third party as are necessary to permit collect (at the Indemnifying Party to recover from such third party any amount actually paid by Party’s expense) 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 sentenceEligible Insurance Proceeds. (de) The Parties acknowledge and agree that the same Loss may be subject to indemnification under more than one subsection of Section 8.02(a), respectively; provided, however, that in no event shall an Indemnified Party be entitled to duplicative recoveries for the same underlying Loss under this Article VIII or under any Ancillary Agreement. (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 under this Article XVIVIII, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than respect of the representations and warranties set forth in Article III (except for Section 15.1(j)(v3.08(b)) and Section 15.1(m)(ii)Article IV, and the 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 be disregarded (or, in each the case to of “Material Adverse Effect”, be read as “adverse effect”) for purposes of determining whether any such representation or warranty has been breached or determining the extent relating to the Covered Liabilitiesamount of Losses resulting therefrom.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Article IX, all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(brelated Eligible Insurance Proceeds (as defined below). (b) In any case where an the Indemnified Party or its Affiliates 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 the Indemnifying Party pursuant to this Article XVIIX, such the Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses reasonable costs incurred by such Indemnified Party it or its Affiliates in procuring such recovery, which Expenses costs 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 matterLoss. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XVI would reasonably IX could be expected to be recoverable recovered 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 the 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 Party, shall use commercially 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 IX 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 the 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 sentenceIX. (d) For purposes If any portion of determining whether a breach Losses to be paid by the Indemnifying Party pursuant to this Article IX 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; 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 representation or warranty made in this Agreement has occurred, and for calculating 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 Loss 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 XVIIX 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, each representation and warranty 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 Agreement, Purchaser and Purchaser Parent shall be read without regard 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 “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” other right or other similar qualification contained in or otherwise applicable remedy arising from any matters relating to such representation or warrantybreach, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case notwithstanding anything to the extent relating to the Covered Liabilities.contrary contained herein. SECTION 9.7

Additional Indemnification Provisions. (a) With The Sellers 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 or any other document executed in connection with the Closing (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries Eligible Insurance Proceeds (as set forth in subsection (e) below) and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party described for any 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 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 claim for indemnification to a third party in Section 16.6(b)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 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 for which an Indemnifying Party has actually reimbursed it pursuant to this Article XVIX (other than “Retained Insurance Proceeds”), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses expenses incurred by such Indemnified Party it 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) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price. (d) If any portion of Losses to be paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably may be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable covered, in whole or in part, by third-party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying Partycoverage (each, then an “Insurance Policy”), the Indemnified Party shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party and, upon the request (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 best efforts to collect the maximum amount recoverable from such third partyof insurance proceeds thereunder, in which event (i) all such proceeds actually received, 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 (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 of any prospective or retroactive increase in premiums actually paid by the Indemnified Party under the Insurance Policy (as such third partyincreased premiums are incurred) directly related to the payment of Eligible Insurance Proceeds for such Loss for two 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) any related Premium Increase. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XVI could shall 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, no liability for any premium increases thereunder relating to the extent transferablecollection of such Retained Insurance Proceeds. (e) Subject to the limitations set forth in this subsection (e), such of if Sellers shall make an indemnification payment to Acquiror and 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 Affiliates pursuant to the immediately preceding sentence. (d) For purposes provisions of determining whether a breach of any representation or warranty made in this Agreement has occurredArticle X hereof, and for calculating then Acquiror shall pay to Sellers the amount of any Loss 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 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 of its Affiliates (including the Transferred Companies) under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii10.06(e), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (ai) With 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 Agreement Section 17, (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries Eligible Insurance Proceeds (as defined below) and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party described 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 Section 16.6(b)respect of a Third Party Claim. (bii) Any amount payable by an Indemnifying Party pursuant to this Section 17 shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds or Retained Insurance Proceeds (as defined below). In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurerPerson, any amount in respect of any Loss paid for which such Indemnified Party has actually been reimbursed by an Indemnifying Party pursuant to this Article XVISection 17 (other than Retained Insurance Proceeds), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses expenses incurred by such Indemnified Party it 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 Loss and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (ciii) 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 paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably may be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable covered, in whole or in part, by third-party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying Partycoverage (each, then an "Insurance Policy"), the Indemnified Party shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party and, upon the request (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 best efforts to collect the maximum amount recoverable from such third partyof insurance proceeds thereunder, in which event (i) all such proceeds actually received, 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 (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 of any prospective or retroactive increase in premiums actually paid by the Indemnified Party under the Insurance Policy (as such third partyincreased 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) any related Premium Increase. If any portion of Losses actually paid by the Indemnifying Party pursuant 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 Article XVI could have been recovered from a third party not affiliated with the relevant Section 17 is unavailable or insufficient to hold harmless an Indemnified Party based on the underlying claim or demand asserted against such Indemnifying 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 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 indemnity payment hereunder (such as, by way of example 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), the Indemnified Party shall transfer, promptly rebate 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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesTax benefit.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be (a) net of any actual nonTax benefits actually realized by the Indemnified Party in connection with the incurrence of such Loss and (b) net of any third-refundable recoveries party insurance or 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 (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such 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 shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to 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. Upon making any payment to the Indemnified Party described in Section 16.6(b). (b) In for 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 indemnification claim pursuant to this Article XVIVI, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall promptly pay over assign any such rights to the Indemnifying Party Party. For purposes of this Section 6.06, a Tax benefit shall be deemed to have been actually realized if, and to the amount so recovered (net of any Expenses incurred by such Indemnified Party in procuring such recoveryextent, which Expenses shall not exceed the amount so recovered), andhypothetical Tax liability, if applicableany, 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 (or any affiliated, combined, consolidated or unitary group of such claim and (iiwhich the Indemnified Party is a member) for any amount expended by taxable year, calculated without taking into account any Tax items attributable to the Indemnifying Party in pursuing or defending any claim arising out Loss, exceeds the actual Tax liability, if any, 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 or any applicable third-party insurance coverage) based on the underlying claim affiliated, combined, consolidated or demand asserted against such Indemnifying Party, then unitary group of which the Indemnified Party shall promptly after becoming aware of is a member) for such fact give notice thereof to the Indemnifying Party andtaxable year, 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) calculated by taking into account 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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” or other similar qualification contained in or otherwise applicable Tax items attributable to such representation or warranty, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesLoss.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Agreement, the amount of Covered Losses shall be calculated net of any actual nonthird-refundable recoveries party insurance or 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 (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such 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 shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to 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. Upon making any payment to the Indemnified Party described in Section 16.6(b). (b) In for any case where an 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 recovers from may have against any 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 third Person not affiliated 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 such 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 third-party insurercosts 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, any amount in respect of any Loss paid by an Indemnifying Party pursuant to this Article XVI, such the Indemnified Party shall promptly pay over 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 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 corresponding payment made by the Indemnifying Party to or on behalf of the Indemnified Party in with 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 sentenceapplicable Covered Loss. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be net of any actual nonthird-refundable recoveries party insurance or 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 increase in premiums as a result of the associated claims (it being agreed that if third-party insurance or indemnification, contribution or similar cash proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such 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). The Indemnified Party shall use, and causes its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering any Covered Loss indemnifiable under this ‎Article X to the same extent as it would if such 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 any commercial partner where the Indemnified Party reasonably determines doing so would be detrimental to a commercial relationship. Upon making any payment to the Indemnified Party described in Section 16.6(b). (b) In for 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 indemnification claim pursuant to this Article XVI‎Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall promptly pay over assign any such rights 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 and otherwise cooperate 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 matterseeking recovery thereunder. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be net of (a) reduced by any actual non-refundable recoveries to Tax benefits actually realized by the Indemnified Party described or its Affiliates in Section 16.6(bthe taxable year in which such Covered Loss is paid or accrued or in the two succeeding years (it being agreed that 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 such Tax benefit). (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 the Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered of the such Tax benefit no later than fifteen (15) days after such Tax benefit is actually realized) and (b) 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 insurance or 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 (ii) actual increase(s) it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such Personfacts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s and making of an indemnification payment in satisfaction of its Affiliates’ insurance premium that is reasonably attributable applicable indemnification obligation, such proceeds shall be promptly remitted 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 the extent of the indemnification payment made) and indemnification shall not be available hereunder unless the Indemnified Party in respect 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 to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such claim payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and (ii) the Indemnified Party shall assign any amount expended by such rights to the Indemnifying Party and otherwise cooperate with the Indemnifying Party in pursuing or defending any claim arising out of such matterseeking recovery thereunder. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be net of any actual nonthird-refundable recoveries party insurance and indemnity proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification, less the amount of out-of-pocket costs incurred to obtain such proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such 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, 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 the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance policies and indemnity provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party described in Section 16.6(b). (b) In for 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 indemnification claim pursuant to this Article XVI10, such Indemnified Party shall promptly pay over to the Indemnifying Party shall be subrogated, to 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 extent 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 payment, 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 rights which the Indemnified Party in may have against any third parties with respect of to the subject matter underlying such claim indemnification 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 assign any such fact give notice thereof rights to the Indemnifying Party andParty. From and after the Closing Date, upon the request no member of the Indemnifying Party Parent Group shall use reasonable best efforts have any right of contribution or indemnification against any of the Transferred Entities for any amounts paid to collect the maximum amount recoverable from such third party, in which event the Indemnifying Party shall reimburse the any Purchaser Indemnified Party as a result of any claim 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 indemnification under this Agreement arising from such third party) and (ii) any related Premium Increase. If any portion of Losses actually paid or relating to a breach 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 PartySellers or, then the Indemnified Party shall transfer, prior to the extent transferableClosing, such any 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 Transferred Entities 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 representations, warranties, covenants or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XVI, each representation and warranty other agreements contained in this Agreement shall be read without regard to or any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesAncillary 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) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net The amount of any actual non-refundable recoveries indemnification payments finally determined to the Indemnified Party described in Section 16.6(b). (b) In any case where be due to 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 IX shall be 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 shall promptly pay over in respect of such Loss prior to the 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 so recovered (of the indemnity payment received by the Indemnified Party, net of any Expenses expenses incurred by such Indemnified Party in procuring pursuing such recoveryTax benefit, 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 increased by the amount of any Tax cost realized prior to the end of such Person’s and its Affiliates’ insurance premium that is reasonably attributable taxable year by any Indemnified Party as a result of the receipt or accrual of the indemnity payment with respect to such Loss Loss. If any such Tax benefit (collectivelyor portion thereof) is disallowed, as a result of an audit or otherwise, the “Premium Increase”), but not in excess applicable Indemnifying Party shall promptly pay to the applicable Indemnified Party the amount of such disallowed Tax benefit within 30 days after the sum of (i) any amount previously paid by Indemnified Party notifies the Indemnifying Party that the adjustment with respect to such disallowance has been paid or on behalf otherwise taken into account. (b) Upon making any indemnification payment in respect of a Loss with respect to all or a portion of which the Indemnified Party could have recovered from an unaffiliated third party (other than a Taxing Authority), if the Indemnified Party shall have received full payment of all Losses with respect to the underlying claim, the Indemnifying Party will, to the extent of such payment and to the 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 relates. Each such claim Indemnified Party and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matterwill duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation rights. (c) If The amount of any portion of 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 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 responsible therefor. 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 commercially reasonable best efforts to collect the maximum amount recoverable any amounts available under such insurance or reinsurance coverage and from such third partyother party alleged to have responsibility. If, 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) at any related Premium Increase. If time subsequent to any portion of Losses indemnification actually having been 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 PartyIX, then 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 transfer, promptly reimburse by that amount the applicable Indemnifying Party for any such indemnification payment actually made by such Indemnifying Party up 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 received by the Indemnifying Party pursuant to this Article XVIIndemnified Party, net of any related Premium Increase for which the Indemnifying Party has not already reimbursed expenses incurred by the Indemnified Party pursuant in collecting any such amount and any increases in insurance premiums attributable to such recovery; PROVIDED that such reimbursement shall only be required to the immediately preceding sentenceextent the Indemnified Party would otherwise retain an amount greater than the full amount of the Losses incurred by the Indemnified Party as a result of the underlying claim. (d) For purposes the avoidance of determining whether a breach of doubt, Ceding Company shall not be under any representation or warranty made in this Agreement has occurred, and obligation to indemnify any Reinsurer Indemnified Party for calculating the amount of any Loss under this Article XVIthat was specifically reflected or reserved for on the Reinsurer Closing Statement, each representation and warranty contained as finally determined pursuant to SECTION 3.1, or that was otherwise specifically included in this Agreement the calculation of the Initial Reinsurance Premium as reflected on such 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 Reinsurance Closing Statement shall be read without regard to any “materiality,” “Company Material Adverse Effect,” “material adverse effect considered included in the calculation of the Initial Reinsurance Premium on the Reinsurer” or other similar qualification contained in or otherwise applicable to such representation or warranty, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesReinsurance Closing Statement.

Additional Indemnification Provisions. (a) With respect To the extent an Indemnity Loss gives rise to each indemnification obligation in a Claim by an Indemnified Person under more than one provision of this Agreement (i) each Agreement, such obligation Indemnified Person may seek recovery under any or all such provisions and clauses; provided, however, an Indemnified Person shall not be calculated on an After-Tax Basis and (ii) all Losses shall be net of entitled to recover more than once for any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(b)such Indemnity Loss. (b) In any case where The amount of 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 Indemnity Loss paid by for which an Indemnifying Person otherwise would have an indemnification obligation under Section 10.2(a) or Section 10.2(b) shall be determined net of: (i) any insurance proceeds (other than proceeds from self-insurance or similar policies) that the Indemnified Person has actually received from any Third Party pursuant to this Article XVI, insurer for such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered Indemnity Loss (net of any Expenses deductible, retention, retropremiums and costs of recovery incurred by such the Indemnified Party in procuring such recovery, which Expenses shall not exceed the amount so recovered), and, if applicable, net Person or any 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 ) prior to the date that the indemnification payment for such Indemnity Loss 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 required under this Agreement 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) Person; and (ii) any related Premium Increase. If proceeds from any portion Third Party that the Indemnified Person has actually received for such Indemnity Loss (net of Losses actually the cost of recovery thereof incurred by the Indemnified Person) prior to the date that the indemnification payment for such Indemnity Loss is required under this Agreement or by a Specified Court to be paid by the Indemnifying Person. Notwithstanding anything herein to the contrary, no Indemnified Person shall be required to commence any Action, or otherwise threaten to commence any Action, in connection with the recovery of any Indemnity Losses from any such Third Party insurer or other Third Party pursuant to this Article XVI could have been recovered from a third party not affiliated Section 10.6(b). If an indemnification payment is received by an Indemnified Person and such Indemnified Person later receives, in connection with the relevant Indemnified Party based on the underlying claim Indemnity Losses for which such indemnification payment was received, insurance proceeds (other than proceeds from self-insurance or demand asserted similar policies) for such Indemnity Loss that were not previously credited against such indemnification payment when received, such Indemnified Person shall promptly pay to the Indemnifying PartyPerson an amount equal to the lesser of (A) the amount of insurance proceeds (after taking into account, then and net of, any deductible, retention or retropremiums incurred by the Indemnified Party shall transfer, to the extent transferable, such Person or any of its rights to proceed against Affiliates) actually received in connection with such third party as are necessary to permit Indemnity Loss or (B) the actual amount of the indemnification payment previously paid by such Indemnifying Party Person for such Indemnity Loss, after deducting any amounts incurred by such Indemnified Person in connection with attempting 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 sentencesources. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With Each of Seller, the Shareholder and Buyer agree that with respect to each indemnification obligation set forth in this Agreement Article VI: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries Eligible Insurance Proceeds, and (ii) in no event shall an Indemnifying Party have any liability to the an Indemnified Party described for any punitive or special damages other than punitive or special damages payable to third parties in Section 16.6(b)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 any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurer, any amount Eligible Insurance Proceeds in respect of any Loss paid by for which an Indemnifying Party has actually reimbursed it pursuant to this Article XVIVI, 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”)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 paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably shall be expected to be recoverable from a covered, in whole or in part, by third party not affiliated with the relevant Indemnified Party insurance coverage (including under the insurance policies maintained for the benefit of Seller prior to the Closing), then any applicable third-party such insurance coverage) based on proceeds actually received by the underlying claim or demand asserted against such Indemnifying Indemnified Party, then net of costs reasonably incurred by the Indemnified Party in seeking such collection, shall promptly after becoming aware of be considered “Eligible Insurance Proceeds”, it being understood that such fact give notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Indemnified Party shall use its reasonable best efforts to collect the maximum amount recoverable from make any 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 sentenceinsurance claim. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect All payments for indemnifiable Damages made pursuant to each this Article VIII shall be treated as adjustments to the Purchase Price. If Seller has an obligation to provide indemnification obligation pursuant to the terms and conditions, and subject to the limitations, contained in this Agreement (i) each Article VIII, then Buyer may take any action or exercise any remedy available to it against Seller by appropriate legal proceedings to collect such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(b)indemnifiable Damages. (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 Each Indemnitor shall pay the indemnification amount in respect of any Loss paid claimed 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 immediately available funds promptly within ten (10) days after the Indemnified Party provides the Indemnitor with written notice of an Action hereunder unless the Indemnitor in good faith disputes such Action. If the Indemnitor disputes such Action in good faith, then promptly after the resolution of such claim and (ii) any dispute, the amount expended finally determined to be due shall be paid by the Indemnifying Indemnitor to the Indemnified Party in pursuing or defending any claim arising out immediately available funds within ten (10) days of such matterdispute being finally resolved and in the event the Indemnitor fails to pay the Indemnified Party the amount of such indemnification Action within such ten (10) day period, the Indemnitor shall pay the Indemnified Party 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) If any portion of Losses Subject to be paid by the Indemnifying Party pursuant to limitations set forth in this Article XVI would reasonably be expected VIII, if any Indemnitor fails to be recoverable from a third party not affiliated comply with the relevant its obligations to make cash payments to an 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 in an aggregate amount sufficient 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 Damages resulting 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 Partyan indemnified Action, then the Indemnified Party shall transfer, to may pursue any and all rights and remedies against 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 sentenceIndemnitor available in law or in equity. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation Agreement, all Covered Losses and Excluded Taxes shall be calculated on an After-(a) reduced by any Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries to benefits actually realized by the Indemnified Party described or its Affiliates in Section 16.6(b). connection with the incurrence of such Covered Loss or Tax and (b) In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including net of any third-party insurerinsurance or indemnity, 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 contribution or similar proceeds that have been recovered or are recoverable (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 Taxes 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 other expenses incurred in connection with such collection recovery) by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (which costs it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and expenses of collection indemnification shall not exceed be available hereunder unless the amount recoverable 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. 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 such third party) the Indemnified Party of an Indemnified Tax Proceeding, Third Party Claim or other indemnification claim, and (ii) any related Premium Increase. If any portion such estimated prepaid amounts are subsequently determined, subject to and in accordance with the terms of Losses actually paid by this Article X, to be in excess of the actual amount of the Covered Loss or Excluded Tax, the Indemnified Party shall promptly remit to the Indemnifying Party such excess amount. As an exception to the foregoing and for the avoidance of doubt, neither the Purchaser nor any of its Affiliates shall be obliged to first seek recovery under the Seller’s insurance policies pursuant to the terms of Section 5.8 before seeking indemnification from the Seller or its Affiliates under this Agreement or any of the other Transaction Documents. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any 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 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 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 X for any Covered Losses the extent transferablethat such Covered Losses are reflected, such of its rights to proceed against such third party as are necessary to permit reserved, accrued, recorded or included in the Indemnifying Party to recover from such third party any amount actually paid by Working Capital, 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 Adjustment Amount or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii)Indebtedness, in each case as finally determined pursuant to the extent relating to the Covered LiabilitiesSection 2.5.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be net of any actual non-refundable recoveries to the Indemnified Party 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 Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits actually realized in cash by the Indemnifying Party to Purchased Entity or on behalf its Subsidiaries or Washington and its Subsidiaries, as applicable, (excluding, for the avoidance of doubt, any Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits realized by the direct or indirect owners of the Indemnified Party Purchased Entity or Washington, as applicable) with respect to the taxable period in respect which such Covered Loss arises or any of such claim the three succeeding taxable periods, which amount shall be measured on a “with and without” basis 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 proceeds that have been recovered by the Indemnified Party shall promptly after becoming aware or its Affiliates in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance proceeds in respect of such fact give notice thereof facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such 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 and, upon to the request extent of the Indemnifying indemnification payment made), and an Indemnified 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 insurance, but indemnification shall be available hereunder regardless of whether an Indemnified Party recovers under such insurance in respect of such Covered Loss. Upon making any amount actually paid by payment to the Indemnifying Indemnified Party for any indemnification claim pursuant to this Article XVIXIII, net of any related Premium Increase for which the Indemnifying Party has not already reimbursed shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party pursuant may have against any insurance carrier with respect to the immediately preceding sentencesubject 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. (db) For purposes of determining whether a breach of In no event shall any representation Indemnified Party be entitled to duplicative recovery directly or warranty made in this Agreement has occurred, and indirectly for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the same Covered LiabilitiesLoss.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be net of (i) any actual nonEligible Insurance Proceeds (other than from self-refundable recoveries insurance policies) and (ii) only with respect to Losses relating to the Acquired Companies that were formed or organized outside the United States (other than Thoreau Consulting Hong Kong), any net Tax benefit actually realized by the Indemnified Party described (or an Affiliate thereof) solely (i.e., determined on a “with or without” basis) as a result of sustaining or paying the Loss giving rise to the applicable indemnification obligation, but only to the extent such net Tax benefit is actually realized in Section 16.6(b)the taxable period of such Loss. (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 the Indemnifying Party pursuant to this Article XVIXIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses reasonable costs incurred by such Indemnified Party it in procuring such recovery, which Expenses costs 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 matterLoss. (c) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Base Purchase Price, unless otherwise required by applicable Law. (d) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XVI would reasonably XIII may be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable covered, in whole or in part, by 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. The Indemnified Party shall use reasonable best efforts to collect the maximum amount recoverable from of insurance proceeds thereunder, and all such third party, proceeds actually collected in which event respect of any Loss (net of (i) the Indemnifying Party shall reimburse amount of reasonable costs incurred by the Indemnified Party for (i) all reasonable costs and expenses incurred or its Affiliates in connection with collecting such collection (which costs and expenses of collection shall not exceed the amount recoverable from such third party) proceeds and (ii) the present value of any related Premium Increase. If any portion of Losses actually paid increased costs incurred by the Indemnifying Party pursuant to this Article XVI could have been recovered from a third party not affiliated with the relevant such Indemnified Party based on or its Affiliates as a result of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance Proceeds”; provided, that the underlying claim or demand asserted against such Indemnifying Party, then foregoing will not require the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed institute any Action 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 sentenceinsurance provider. (de) For purposes of determining whether a breach of any representation and warranty has been breached or warranty made in this Agreement has occurred, is inaccurate and for purposes of calculating the amount of any Loss under this Article XVIXIII, each representation and warranty contained in this Agreement shall be read without regard to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the ReinsurerBuyer Material Adverse Effect” or other similar qualification qualifications to “material” or “in all material respects” contained in or otherwise applicable to such representation or warranty, other than (i) the representations representation and warranties warranty in Section 15.1(j)(v5.03, Section 5.04(b) or Section 5.16, (ii) any Listing Representation and Section 15.1(m)(ii), (iii) any use of the defined term “Material Contract” or “Material Customer” or the use of “material” in each case to the extent relating to the Covered Liabilitiesany defined term.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and Basis, (ii) all Losses shall be net of any actual non-refundable recoveries Eligible Insurance Proceeds and (iii) in no event shall the Indemnifying Party have liability to the Indemnified Party described 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 calculated by using multiples or any valuation methodologies or similar measures used in Section 16.6(b)arriving at, or that may be reflective of, the Purchase Price. (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 the Indemnifying Party pursuant to this Article XVIXIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses reasonable costs incurred by such Indemnified Party it in procuring such recovery, which Expenses costs 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 matterLoss. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XVI would reasonably XIII could be expected to be recoverable recovered 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 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 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 XVI, net of any related Premium Increase for which the Indemnifying Party has not already reimbursed the Indemnified Party pursuant to the immediately preceding sentenceXIII. (d) For purposes of determining whether a breach of The parties shall treat any representation or warranty indemnification payment made in under this Agreement has occurredas an adjustment to the Purchase Price. (e) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII 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. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement all such proceeds actually received shall be read without regard to any considered “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesEligible Insurance Proceeds.”

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement Agreement, all Covered Losses shall be decreased by (i) each any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such obligation Covered Loss (determined on a “with and without” basis) in the taxable year in which such Covered Loss is incurred and the following four (4) taxable years, net of costs reasonably incurred by the Indemnified Party in connection therewith and any third-party insurance or 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 increase in premiums as a result of the associated claims (it being agreed that if any such third-party insurance or indemnification, contribution or similar proceeds in respect of such 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, the amount of any such proceeds shall be calculated on promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to 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 Indemnified Party to pursue any claim under any such insurance, indemnity, contribution or similar arrangement prior to pursuing an After-Tax Basis and (ii) all Losses shall be net of indemnification claim against the Indemnifying Party. Upon making any actual non-refundable recoveries payment to the Indemnified Party described in Section 16.6(b)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 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 to such extent. (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 Notwithstanding anything to the Indemnifying Party the amount so recovered (net of any Expenses incurred by such Indemnified Party contrary contained in procuring such recovery, which Expenses shall not exceed the amount so recovered), and, if applicable, net of such Indemnified Party’s this Agreement: (i) retroactive or prospective premium adjustments associated with no Indemnified Party will be entitled to any indemnification hereunder to the extent that such recovery from indemnification would constitute a third-party insurer and duplicative payment for the same Covered Losses; (ii) actual increase(s(A) the aggregate indemnification obligation of Seller under Section 9.2(a)(i) shall in such Person’s and its Affiliates’ insurance premium that is reasonably attributable to such Loss (collectively, the “Premium Increase”), but not in excess no event exceed 50% of the sum of Base Purchase Price (i) it being understood, for clarity, that such limitation will not apply to 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 other indemnification obligation 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 partySection 9.2) and (iiB) 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 related Premium Increase. If other indemnification obligation under Section 9.3); and (iii) neither Party (and its respective Affiliates) shall have any portion of liability under this Agreement for any Covered 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 Covered Losses arise out of its rights to proceed against such third party as are necessary to permit the Indemnifying Party to recover or result 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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case an item to the extent relating (but only to the Covered Liabilitiesextent) 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) With respect to each the indemnification obligation obligations contained in this Agreement Article IX: all Losses shall be net of proceeds from any insurance arrangement or any indemnification by, reimbursement or cash receipts from, or indemnification agreement with any Third-Party (i) each such obligation source of recovery, a “Collateral Source”) that have been paid to the Indemnified Party in connection with the facts giving rise to the right of indemnification, less the amount of out-of-pocket costs incurred to obtain such proceeds (any such proceeds, “Collateral Source Proceeds”) and shall be calculated on an After-Tax Basis and (ii) all Losses Basis. Purchaser shall be net not make any claim for indemnification under this Article IX in respect of any actual non-refundable recoveries matter that was actually taken into account in the determination of Working Capital or the calculation of any adjustment to the 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 described in Section 16.6(b)Party, and Purchaser shall not be required to indemnify any Seller Indemnified Party, to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the bad faith, gross negligence or willful misconduct of the party seeking indemnification. (b) In If an Indemnifying Party makes any case where payment for any Losses suffered or incurred by an Indemnified Party recovers from a third Person not affiliated with pursuant to the provisions of this Article IX, such Indemnified Party, including any third-party insurer, any amount in respect of any Loss paid by an Indemnifying Party pursuant to this Article XVIshall be subrogated, 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 extent of such Indemnified Party’s (i) retroactive or prospective premium adjustments associated with such recovery from a third-party insurer payment, to all rights 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 remedies of the Indemnified Party in to any insurance benefits of the Indemnified Party with respect of to such Losses and with respect to the claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of giving rise to such matterLosses. (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 Any costs and expenses incurred by any Controlling Party in connection with such collection (which a Third-Party Claim, including legal costs and expenses expenses, shall be deemed to be Losses for purposes of collection shall not exceed determining the amount recoverable from such third party) and (ii) any related Premium Increase. If any portion of Losses actually paid by the Indemnifying with respect to such Third-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 sentenceClaim. (d) For Purchaser and Seller agree that, for purposes of determining whether a breach of any representation or warranty made in this Agreement has occurred, and for calculating computing the amount of any Loss indemnification payment under this Article XVIIX, each representation any such indemnification payment shall be treated as an adjustment to the Purchase Price for all Tax purposes, and warranty contained any such adjustment shall be allocated to the Purchase Price of the Purchased Interest or Purchased Asset to which such adjustment most closely relates. (e) Notwithstanding anything to the contrary in this Agreement Agreement, for purposes of the definition of “Seller Taxes” and indemnification under this Agreement, references to “Seller Taxes” shall be read without regard deemed to any include amounts that would have constituted “materiality,Seller Taxes” “Company Material Adverse Effect,” “material adverse effect on but for the Reinsurer” set-off or other similar qualification contained in utilization of any loss, deduction or otherwise applicable to such representation credit generated by Purchaser or warranty, any Affiliate thereof other than the representations and warranties any Purchased Entity in Section 15.1(j)(v) and Section 15.1(m)(ii), any taxable period or any Purchased Entity in each case to the extent relating to the Covered Liabilitiesany Post-Closing Tax Period.

Additional Indemnification Provisions. (a) With 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 Agreement Article X: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of reduced by (A) any actual non-refundable recoveries to insurance or other proceeds actually received by the Indemnified Party described 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 Section 16.6(beach 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 (bii) In in no event shall an Indemnifying Party have any case where liability to an Indemnified Party recovers 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 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 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 Person not affiliated party in connection with such 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, including on the 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 third-party insurerparticular 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, any amount 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 Loss paid by an Indemnifying Third-Party pursuant to this Article XVIClaim, 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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.reasonable

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be net of any actual nonthird-refundable recoveries party insurance or 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 (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such Covered Loss are actually recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation with respect to such Covered Loss, such 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), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to 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 recovery the reasonable out-of-pocket costs of seeking such recovery. Upon making any payment to the Indemnified Party described in Section 16.6(b). (b) In for any case where an 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 recovers from a may have against any third Person 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 affiliated with such Indemnified Partygovern the allocation of responsibility for Liabilities between Purchaser, including any third-party insurer, any amount Seller and their respective Affiliates in respect of any Loss paid by an Indemnifying Party pursuant commercial arrangements unrelated to this Article XVIAgreement between the parties, such Indemnified Party shall promptly pay over to matters being addressed in 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 matterterms thereof. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be net of any actual nonthird-refundable recoveries to party insurance or indemnity, contribution or similar proceeds that have been actually recovered by the Indemnified Party described in Section 16.6(b). connection with the facts giving rise to the right of indemnification (b) In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any it being agreed that if third-party insurerinsurance or indemnification, any amount contribution or similar proceeds in respect of any Loss paid such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an Indemnifying Party pursuant to this Article XVIindemnification payment in satisfaction of its applicable indemnification obligation, such Indemnified Party proceeds shall be promptly pay over remitted to the Indemnifying Party to the amount so recovered extent of the indemnification payment made (net of any Expenses incurred by such Indemnified Party in procuring such recoveryapplicable deductibles, which Expenses shall not exceed the amount so recovered)limitations, andco-payments, if applicableretro-premium obligations and premium increases attributable thereto, 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 and documented out-of-pocket fees, costs and expenses incurred in connection with the collection of any such collection (which costs proceeds)), and expenses of collection the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to 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 exceed subject to indemnification hereunder. Upon making any payment to the amount recoverable from such third party) and (ii) Indemnified Party for any related Premium Increase. If any portion of Losses actually paid by the Indemnifying Party indemnification claim pursuant to this Article XVI could have been recovered from a third party not affiliated with IX, the relevant Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party based on may have against any 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 claim or demand asserted against such Indemnifying Partyindemnification claim, then and the Indemnified Party shall transfer, to the extent transferable, assign any 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 upon the written request of 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 sentenceParty. (db) For purposes Neither Purchaser Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover for the same Covered Loss more than once under this Article IX or otherwise under this Agreement or any Transaction Document even if a claim for indemnification or otherwise in respect of determining whether such Covered Loss has been made as a result of a breach of any more than one covenant, agreement or representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to or any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesTransaction Document.

Additional Indemnification Provisions. (a) With 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 or any other document executed in connection with the Closing (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries Eligible Insurance Proceeds (as set forth in subsection (e) below) and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party described for any 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 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 claim for indemnification to a third party in Section 16.6(b)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 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 for which an Indemnifying Party has actually reimbursed it pursuant to this Article XVIX (other than “Retained Insurance Proceeds”), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses expenses incurred by such Indemnified Party it 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) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price. (d) If any portion of Losses to be paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably may be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable covered, in whole or in part, by third-party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying Partycoverage (each, then an “Insurance Policy”), the Indemnified Party shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party and, upon the request (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 best efforts to collect the maximum amount recoverable from such third partyof insurance proceeds thereunder, in which event (i) all such proceeds actually received, 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 (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 of any increase in premiums (including any prospective or retroactive increase) actually paid by the Indemnified Party under the Insurance Policy (as such third partyincreased premiums are incurred) directly related to the payment of Eligible Insurance Proceeds for such Loss for two 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) any related Premium Increase. If any portion of Losses actually paid by the Indemnifying Party shall have no liability for any premium increases thereunder relating to the collection of such Retained 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 this the provisions of 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 PartyX hereof, then the Indemnified Party Acquiror shall transfer, pay 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 Seller the amount of any Loss 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 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 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 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 Insurance Subsidiaries) under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii10.06(e), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be net of any actual nonthird-refundable recoveries to party insurance or indemnity, contribution or similar proceeds that have been recovered or are recoverable (unless the Indemnified Party described in Section 16.6(b). (bhas exhausted commercially reasonable efforts to receive the proceeds without the proceeds being recovered) In any case where an by the Indemnified Party recovers from a third Person not affiliated in connection with such Indemnified Party, including any the facts giving rise to the right of indemnification (it being agreed that if third-party insurerinsurance or indemnification, any amount contribution or similar proceeds in respect of any Loss paid such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an Indemnifying Party pursuant to this Article XVIindemnification payment in satisfaction of its applicable indemnification obligation, such Indemnified Party proceeds shall be promptly pay over remitted to the Indemnifying Party to the amount so recovered (net extent of any Expenses incurred by such Indemnified Party in procuring such recovery, which Expenses shall not exceed the amount so recoveredindemnification payment made), 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 use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such fact give notice thereof Covered Loss to the Indemnifying Party andsame extent as it would if such Covered Loss were not subject to indemnification hereunder; provided that all deductibles, 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 co-pay amounts and costs and or expenses reasonably incurred in connection with such collection recovery, including all premiums and other costs of such insurance policies (which costs and expenses of collection any increase in premium payable by such indemnified party, or any retroactive adjustment under any such policy) shall not exceed 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 indemnification or contribution or similar payment. Upon making any payment to the amount recoverable from such third party) and (ii) Indemnified Party for any related Premium Increase. If any portion of Losses actually paid by the Indemnifying Party indemnification claim pursuant to this Article XVI could IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have been recovered from a against any third party insurers and any third parties that do not affiliated have any material ongoing relationship with Purchaser, its Affiliates or the relevant Indemnified Party based on Business with respect to the subject matter underlying claim or demand asserted against such Indemnifying Partyindemnification claim, then and the Indemnified Party shall transfer, to the extent transferable, assign any 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 upon the written request of 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 sentenceParty. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party 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 third-party, representation and warranty or other insurance and indemnity proceeds actually received by the Indemnifying Party to or on behalf of the Indemnified Party in connection with the facts giving rise to the right of indemnification, less the amount of out-of-pocket costs incurred to collect such proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such claim 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 less the amount of out-of-pocket costs incurred to collect such proceeds shall be promptly remitted to the Indemnifying Party); and (ii) any amount expended 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 pursuing clause (ii) above that is actually realized with respect to the Benefit Taxable Years after the relevant indemnification payment has been made, or defending 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 amounts set forth in the parenthetical set forth in clause (ii) above). The Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to 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 paid to any Purchaser Indemnified Party as a result of any claim for indemnification under this Article X or any claim under this Article X arising out from or relating to a breach by Supervalu or any of such matter. (c) If the Save-A-Lot Entities or their respective Subsidiaries of any portion of Losses representations, warranties, covenants or other agreements contained in this Agreement or in the Services Agreement. Upon making any payment to be paid by the Indemnified Party for any indemnification claim pursuant to Article VII or this Article X, the Indemnifying Party pursuant shall be subrogated, to this Article XVI would reasonably be expected the extent of such payment, to be recoverable from a third party not affiliated with any rights which the relevant Indemnified Party may have against any third parties (other than customers or store licensees of the Business, the Purchaser or any of its Subsidiaries, including under any applicable thirdthe Save-party insurance coverageA-Lot Entities) based on with respect to the subject matter underlying claim or demand asserted against such Indemnifying Partyindemnification claim, then and the Indemnified Party shall promptly after becoming aware of assign any such fact give notice thereof rights to the Indemnifying Party andor, upon the request where such assignment is not permitted, use commercially reasonable efforts to recover in respect such claim on behalf 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 IncreaseParty. 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 this Section 10.6 and Section 10.7, “Indemnified Party” shall include any representation or warranty made in this Agreement has occurredParty entitled to be indemnified under Article VII, and “Indemnifying Party” shall include any Party liable for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilitiesindemnification.

Additional Indemnification Provisions. (a) With respect to each indemnification Each party’s obligation in under this Agreement (i) is unique. If any party should breach his or its covenants under this Agreement after Closing, the parties each such obligation shall acknowledge that it would be calculated on an After-Tax Basis impracticable to measure the resulting damages; accordingly, the nonbreaching party or parties, in addition to any other available rights or remedies they may have under the terms of this Agreement, may s▇▇ in equity for specific performance, and (ii) all Losses shall each party expressly waives the defense that a remedy in damages will be net of any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(b)adequate. (b) In All indemnification payments made pursuant to this Article IX shall be treated as an adjustment to the Purchase Price unless otherwise required by Law. (c) Subject to Section 10.16, the parties acknowledge and agree that their sole and exclusive remedy with respect to any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including and all claims for any third-party insurer, any amount in respect breach of any Loss paid representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article IX. (d) Payments by an Indemnifying Party pursuant to this Article XVI, such Indemnified Party IX in respect of any Loss shall promptly pay over be limited to the Indemnifying Party the amount so recovered (net of any Expenses incurred liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received 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 any such claim claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) If any remediation or other cleanup (collectively, “Cleanup”) at any Real Property is required and the Companies and the Stockholders are responsible in whole or part therefor under this Article IX, then (i) such Cleanup shall be performed so as to minimize any suspension, interference or other disruption of Buyer’s operations (and any Losses relating to any such suspension, interference or other disruption of such operations, whether or not so minimized, shall also be indemnified by the Companies and the Stockholders), and (ii) any amount expended by Buyer shall have the Indemnifying Party in pursuing or defending any claim arising out of right to approve the detailed plan to effect the Cleanup, such matter. (c) If any portion of Losses approval not to be paid by unreasonably withheld, including the Indemnifying Party pursuant to this Article XVI would reasonably be expected to be recoverable from a third party not affiliated with Persons who will perform the relevant Indemnified Party (including under any applicable third-party insurance coverage) based on Cleanup, and 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 Cleanup shall not exceed be initiated without Buyer’s prior written consent, provided that the amount recoverable from such third party) Companies and (ii) the Stockholders shall have no obligation to effect any related Premium Increase. If any portion of Losses actually paid Cleanup beyond that required 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, Law except to the extent transferable, such of its rights to proceed against such third party as are necessary to permit any Cleanup is also 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 subject of any representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilitieshereunder.

Additional Indemnification Provisions. (a) With respect to each indemnification or reimbursement obligation contained in this Agreement Agreement: (i) each such obligation all Damages shall be calculated on an After-Tax Basis and reduced (iiA) all Losses shall be net of by any actual non-refundable recoveries to amounts that have been actually recovered by the Indemnified Party described 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 Section 16.6(brespect 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 (b) In any case where the “Recovery Losses”). If an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including and actually receives any third-party insurer, any amount amounts in respect of Damages that are subject of indemnification hereunder from any Loss paid by third party at any time after an Indemnifying Party has paid all or a portion of such Damages to such Indemnified Party pursuant to the provisions of this Article XVIIX, then such Indemnified Party shall promptly pay over or cause to be paid to the Indemnifying Party the amount so recovered (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 incurred by in the determination of any Adjustment Amount, as finally determined in accordance with Section 2.04; (iii) no Indemnified Party shall be 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 seek full recovery under all insurance and indemnity, contribution or similar provisions covering the applicable Damages for which such Indemnified Party in procuring would be indemnified or reimbursed pursuant to this Agreement to the same extent as it would if such recovery, which Expenses shall Damages were 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 subject to such Loss (collectively, the “Premium Increase”), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party indemnification pursuant 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 matterthis Agreement. (cb) If any portion of Losses to be paid by the an 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 makes any applicable third-party insurance coverage) based on the underlying claim payment for any Damages suffered 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 an Indemnified Party pursuant to the immediately preceding sentence. (d) For purposes provisions of determining whether a breach of any representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XVIIX, each representation and warranty contained in this Agreement such Indemnifying Party shall be read without regard to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” or other similar qualification contained in or otherwise applicable to such representation or warrantysubrogated, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party against any insurer with respect to such Damages and with respect to the Covered Liabilitiesclaim giving rise to such Damages.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (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 corrective payment to be made), (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(b)13.07(b) and (iii) in no event shall AFG or Seller have any liability or obligation under this Article XIII to any Buyer Indemnified Parties to the extent that any Loss, or portion thereof, as applicable, for which indemnification is sought hereunder is expressly reflected or reserved for on the Final 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 XVIXIII, 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 (iA) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (iiB) 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 XVI 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 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 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 XVI, net of any related Premium Increase for which the Indemnifying Party has not already reimbursed the Indemnified Party pursuant to the immediately preceding sentenceXIII. (de) 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 under this Article XVIXIII, each representation and warranty contained in this Agreement shall be read without regard to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the ReinsurerBuyer Material Adverse Effect” or other similar qualification contained in or otherwise applicable to such representation or warranty, other than (i) the representations and warranties in Section 15.1(j)(v5.04(b), Section 5.09(a), Section 5.12, and the second sentence of Section 5.13(b) and Section 15.1(m)(ii), in each case (ii) any use of the defined terms “Material Contract” or “Material Distributor.” (g) Neither Buyer nor Seller shall have any right to the extent relating set off any unresolved indemnification claim pursuant to the Covered Liabilitiesthis Article XIII against any payment due pursuant to Article II or Article III or any other Transaction Agreement.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(b). (bi) In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurerinsurance and indemnity proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification, any less the amount of out-of-pocket costs incurred to obtain such proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of any Loss paid such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an Indemnifying Party pursuant to this Article XVIindemnification payment in satisfaction of its applicable indemnification obligation, such Indemnified Party proceeds, less the amount of out-of-pocket costs incurred to obtain such proceeds, shall be promptly pay over remitted to the Indemnifying Party to the amount so recovered (net extent of any Expenses incurred by such Indemnified Party in procuring such recovery, which Expenses shall not exceed the amount so recoveredindemnification payment made), 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 Net Tax Benefits. The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity provisions covering such Loss to the Indemnifying same extent as it would if such Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party in pursuing or defending for any indemnification 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 X, the Indemnifying Party shall be expected subrogated, to be recoverable from a third party not affiliated with the relevant extent of such payment, to any rights which the Indemnified Party (including may have under any applicable third-party insurance coverage) based on policies with respect to the subject matter underlying claim or demand asserted against such Indemnifying Partyindemnification claim, then and 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 transfershall, to the extent transferablepermitted under such insurance policies, assign any such of its rights to proceed against such third party as are necessary to permit 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 to recover from such third party any amount actually paid by the Indemnifying Party pursuant to this Article XVI, net as a result of any related Premium Increase claim for which the Indemnifying Party has not already reimbursed the Indemnified Party pursuant indemnification under this Agreement or any claim arising from or relating to a breach by Parent, Sellers or, prior to the immediately preceding sentence. (d) For purposes Closing, any of determining whether a breach the Transferred Companies or their respective Subsidiaries of any representation representations, warranties, covenants or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XVI, each representation and warranty other agreements contained in this Agreement shall be read without regard to or in any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesAncillary Agreement.

Additional Indemnification Provisions. (a) With respect Notwithstanding anything to each indemnification obligation the contrary contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net Article VIII, the amount of any actual non-refundable recoveries to Losses suffered by the Purchaser Indemnified Party described in Section 16.6(b). (b) In Parties or Seller Indemnified Parties, as applicable, under this Agreement will be reduced by any case where an insurance proceeds actually received by the Purchaser Indemnified Party recovers from a third Person not affiliated with Parties or the Selling Shareholder Indemnified Parties, as applicable, on account of 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 Losses (net of any Expenses reasonable expenses to the extent actually incurred by such Indemnified Party indemnified party in procuring obtaining 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 (collectivelyamount, the “Premium IncreaseInsurance Proceeds”), but not . In no event will an indemnified party be required to commence litigation in excess of the sum of (i) any amount previously paid by the Indemnifying Party order 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) recover Insurance Proceeds unless 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 litigation or proceeding are paid for in full by the Indemnifying Party pursuant to this Article XVI could have been recovered from indemnifying party. Purchaser shall promptly make 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, for Losses under applicable insurance policies to the extent transferablethat it is commercially reasonable to do so. Notwithstanding anything to the contrary in this Agreement, 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 all indemnification payments under this Article XVIVIII will be made when otherwise due hereunder and such payments will not be delayed in anticipation of Insurance Proceeds; provided, net of that if an indemnified party actually receives any related Premium Increase for which the Indemnifying Party has not already reimbursed the Indemnified Party pursuant 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 immediately preceding sentenceInsurance Proceeds will be made to the indemnifying party promptly after the indemnified party receives such insurance proceeds. (db) For purposes of determining whether a breach of any representation or warranty made Notwithstanding anything to the contrary contained in this Agreement has occurredArticle VIII, and for calculating the amount of any Loss Losses suffered by an indemnified party under this Article XVIAgreement 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, each representation and warranty contained in this Agreement shall be read without regard expense, loss, credit or refund directly attributable to any Losses (the “materiality,” “Company Material Adverse Effect,” “material adverse effect on Net Tax Reduction”) for the Reinsurer” or other similar qualification contained taxable year of the Tax Benefit Recipient in which such Losses are incurred or otherwise taken into account under applicable income Tax law. (c) A good faith dispute between Seller and Purchaser as to such representation whether an indemnity obligation exists under Article VIII shall not constitute a breach of a covenant or warranty, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilitiesobligation under this Agreement.

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 (a) With other than an Option Escrow Participant and then only with respect to each indemnification obligation 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 Agreement (i) each such obligation Section 6 regarding Breaches of representations and warranties contained herein or in any certificate delivered hereunder shall be calculated on 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 After-Tax Basis and (iiadequate remedy) all Losses shall Buyer or any other Buyer Indemnified Persons be entitled to claim or seek rescission of the Contemplated Transactions consummated hereunder. 6.10.4 Damages for which indemnification is provided under this Section 6 shall be net of any actual non-refundable recoveries amounts recovered or recoverable by the indemnified party under insurance policies with respect to the Indemnified Party 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 Damages and be reduced to take account 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 tax benefit of the sum of (i) indemnified party which arises or will arise from the incurrence or payment for 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 IncreaseDamages. 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 In computing the amount of any Loss such tax cost or tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified loss, liability, cost or expense, and the indemnified party shall 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 this Article XVIapplicable law. Notwithstanding the foregoing, each representation and warranty nothing contained in this Agreement shall be read without regard construed to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” or other similar qualification contained in limit or otherwise applicable alter the rights of any third party provider of insurance to such representation Buyer, Parent or warranty, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesCompany.

Additional Indemnification Provisions. (a) If Losses with respect to any claim for indemnification under 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 use commercially reasonable efforts to seek and recover all payments under any such insurance policy to which such Indemnifying Party may be entitled with respect to such Losses and pay over such amounts to the applicable Indemnified Party. (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 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 each the indemnification obligation set forth in this Agreement Article VI; (ix) each such obligation all Losses shall be calculated on an After-Tax Basis and Basis; (iiy) all Losses shall be net of any actual nonthird-refundable recoveries to party insurance proceeds recoverable by the Indemnified Party described in Section 16.6(b). connection with the facts giving rise to the right of indemnification; and (bz) 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 Person not affiliated with such Indemnified Party, including any third-party insurer, any amount in respect of any Loss paid by a matter for which an Indemnifying Party has previously indemnified it pursuant to this Article XVIVI, such the Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses expenses incurred by such Indemnified Party it 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 . Upon payment in full of 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 Partyamounts recovered, 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 be subrogated to collect the maximum amount recoverable from extent of such third party, in which event payment to the Indemnifying Party shall reimburse rights of the Indemnified Party for against any Person (iother than an Indemnified Party) all reasonable costs and expenses incurred in connection with respect to the subject matter of such collection (which costs and expenses of collection shall not exceed the amount recoverable from such third party) and (ii) any related Premium Increaseclaim. 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 Any Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such third party as are necessary to permit assign or otherwise reasonably cooperate with the Indemnifying Party to pursue any claims against, or otherwise recover from such third party amounts from, any amount actually paid by the Indemnifying Party Person liable or responsible for any Losses for which indemnification has been received 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 sentenceAgreement. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement All Losses shall be (i) each such obligation shall be calculated on an After-net of any Tax Basis Benefit and (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(b)Eligible Insurance Proceeds. (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 with respect of to any Loss paid by an the Indemnifying Party pursuant to this Article XVIIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses reasonable costs incurred by such Indemnified Party it in procuring such recovery, which Expenses costs 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 with respect of to such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matterLoss. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XVI would reasonably III could be expected to be recoverable recovered from a third party 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 written notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party Party, shall use commercially reasonable best efforts to collect the maximum amount recoverable from such third partyThird 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) Third Party); provided that the Indemnifying Party shall have no obligation to litigate against such Third Party to recover any related Premium Increaseportion of its Losses. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XVI III could have been recovered from a third party 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 Third Party as are necessary to permit the Indemnifying Party to recover from such third party 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 sentenceIII. (d) For purposes If any portion of determining whether a breach Losses to be paid by the Indemnifying Party pursuant to this Article III may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. The Indemnified Party shall use commercially reasonable efforts to collect the maximum amount of any representation or warranty made in this Agreement has occurredinsurance proceeds thereunder, and for calculating all such proceeds actually collected with respect to any Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or any Loss under this Article XVIof its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred by such Indemnified Party or any of its Affiliates as a result of such Loss, each representation and warranty including any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance Proceeds”. Notwithstanding anything to the contrary contained in this Agreement Agreement, except as provided in Section 4.10, no Remainco Indemnified Party shall be read without regard required to seek to recover any Losses relating to or arising under any Spinco Liabilities from any Insurance Policies. (e) The aggregate liability of the members of the Remainco Group in the aggregate under Section 3.2(g) shall not exceed One Hundred Fifty Million Dollars ($150,000,000) (the “materiality,” “Company Material Adverse Effect,” “material adverse effect Cap”) and in no event shall any member of the Remainco Group (individually or collectively) be required to indemnify, defend or hold harmless any of the Buyer Group Indemnified Parties under Section 3.2(g) for any amounts in the aggregate in excess of the Cap. (f) The obligation of the members of the Remainco Group to indemnify, defend or hold harmless any Buyer Group Indemnified Party pursuant to Section 3.2(g) shall automatically terminate on the Reinsurer” or other similar qualification contained in or otherwise applicable to such representation or warranty, other than date that is two (2) years following the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesClosing Date.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement Agreement: (i) each such obligation shall be calculated on an After-reduced by any Tax Basis 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 the indemnity obligation, (iii) all Losses shall be net of any actual non-refundable recoveries amounts that have been recovered by the Indemnitee 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 specific reserve with respect to such matter on the Final Purchase Price Statement; and (iv) Seller shall not be liable for any Losses to the extent that such Losses suffered or incurred by any Buyer Indemnified Party described were credited to Buyer in the calculation of the Purchase 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 16.6(b)9.08 and shall be reflected in any indemnity obligation at the time of payment. (b) In If an Indemnitor makes any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including payment for any third-party insurer, any amount in respect of any Loss paid Losses suffered or incurred by an Indemnifying Party Indemnitee pursuant to the provisions of this Article XVIXII, such Indemnified Party Indemnitor shall promptly pay over be subrogated, 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 extent of such Indemnified Party’s (i) retroactive payment, to all rights and remedies of the Indemnitee to any insurance benefits or prospective premium adjustments associated other claims of the Indemnitee 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 respect to such Loss (collectively, Losses and with respect to the “Premium Increase”), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party claim giving rise 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 matterLosses. (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 under this Article XVILosses subject to indemnification pursuant to Section 12.02, each representation but not for purposes of determining whether the representations and warranty contained in this Agreement warranties giving rise to such right to indemnification have been breached, such Losses shall be read determined without regard to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” qualifications or other similar qualification exceptions contained in or otherwise applicable to such representation or warranty, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent warranty relating to the Covered Liabilitiesmateriality or similar qualification.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be net of any actual non-refundable recoveries to the Indemnified Party 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 Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits actually realized in cash by the Indemnifying Party to Purchased Entity or on behalf its Subsidiaries or Washington and its Subsidiaries, as applicable, (excluding, for the avoidance of doubt, any Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits realized by the direct or indirect owners of the Indemnified Party Purchased Entity or Washington, as applicable) with respect to the taxable period in respect which such Covered Loss arises or any of such claim the three succeeding taxable periods, which amount shall be measured on a “with and without” basis 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 proceeds that have been recovered by the Indemnified Party shall promptly after becoming aware or its Affiliates in connection with the facts giving rise to the right of indemnification (it being agreed that if third- party insurance proceeds in respect of such fact give notice thereof facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such 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 and, upon to the request extent of the Indemnifying indemnification payment made), and an Indemnified 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 insurance, but indemnification shall be available hereunder regardless of whether an Indemnified Party recovers under such insurance in respect of such Covered Loss. Upon making any amount actually paid by payment to the Indemnifying Indemnified Party for any indemnification claim pursuant to this Article XVIXIII, net of any related Premium Increase for which the Indemnifying Party has not already reimbursed shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party pursuant may have against any insurance carrier with respect to the immediately preceding sentencesubject 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. (db) For purposes of determining whether a breach of In no event shall any representation Indemnified Party be entitled to duplicative recovery directly or warranty made in this Agreement has occurred, and indirectly for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the same Covered LiabilitiesLoss.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement Agreement: (i) each such obligation shall be calculated on 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 After-acceleration of the timing with respect to which a loss, deduction, or other tax attribute is taken into account rather than a Tax Basis and benefit that results in permanent reduction in Tax Liability), (ii) all Losses shall be net of any actual non-refundable recoveries to amounts (less Recovery Expenses) that have been recovered by the Indemnified Party described 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 Section 16.6(b)respect of such Loss, (ii) all Losses shall be net of any amounts (less Recovery Expenses) 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, (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 (iv) Seller shall not be liable for any Losses to the extent that such Losses suffered by any Buyer Indemnified Party (A) result from the failure of such Buyer Indemnified Party to take reasonable action to mitigate such Losses, (B) are taken into account in the calculation of Final Working Capital, or (C) are caused by or result from any action taken at the request of Buyer. (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 If 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 makes any Expenses payment for any Losses suffered or 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 an Indemnified Party pursuant to the immediately preceding sentence. (d) For purposes provisions of determining whether a breach of any representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XVIXII, each representation and warranty contained in this Agreement such Indemnifying Party shall be read without regard subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” insurance benefits or other similar qualification contained in or otherwise applicable Claims of the Indemnified Party with respect to such representation or warranty, other than Losses and with respect to the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii)Claim giving rise to such Losses, in each case case, to the extent relating to permitted by the Covered Liabilitiesapplicable insurance policies.

Additional Indemnification Provisions. (a) With 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 (ia) each such obligation shall be calculated on an After-Tax Basis and Basis, (iib) all Losses shall be net of any actual nonthird-refundable recoveries party insurance proceeds which have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification, (c) in no event shall the indemnifying party have liability to the Indemnified Party described for any consequential damages or punitive damages, other than any such damages actually awarded and paid to an unaffiliated Person in Section 16.6(b). 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 (bwhether 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 not affiliated with such Indemnified Party, including any third-party insurer, any amount in respect of any Loss paid by a matter for which an Indemnifying Party indemnifying party has indemnified it pursuant to this Article XVIVIII, such Indemnified Party shall promptly pay over to the Indemnifying Party indemnifying party the amount so recovered (net after deducting therefrom the amount of any Expenses expenses incurred by such Indemnified Party it 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 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 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 . Notwithstanding anything to the Indemnifying Party andcontrary in this Agreement, 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 the existence or warranty made in this Agreement has occurred, and for calculating the amount of Losses for which any Loss Indemnified Party may be entitled to indemnification under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to VIII for any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” or other similar qualification contained in or otherwise applicable to such breach of a representation or warranty, each such representation or warranty shall be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Material Adverse Effect) other than the representations and warranties any such limitation or qualification contained in Section 15.1(j)(v) and Section 15.1(m)(ii3.25 (Absence of Certain Changes), or that is inherent in each case to the extent relating to the Covered methods, procedures and practices that constitute GAAP or SAP for purposes of Section 3.06 (Financial Information; Absence of Liabilities).

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be net of any actual non-refundable recoveries to the Indemnified Party 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 Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits actually realized in cash by the Indemnifying Party to Purchased Entity or on behalf its Subsidiaries (excluding, for the avoidance of doubt, any Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits realized by the direct or indirect owners of the Indemnified Party Purchased Entity) with respect to the taxable period in respect which such Covered Loss arises, any prior taxable period, or any of such claim the six succeeding taxable periods, which amount shall be measured on a “with and without” basis 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 proceeds that have been recovered by the Indemnified Party shall promptly after becoming aware or its Affiliates in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance proceeds in respect of such fact give notice thereof facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of associated fees, costs and expenses actually incurred in collecting such proceeds) shall be promptly remitted to the Indemnifying Party and, upon to the request extent of the Indemnifying indemnification payment made), and an Indemnified 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 insurance, but indemnification shall be available hereunder regardless of whether an Indemnified Party recovers under such insurance in respect of such Covered Loss. Upon making any amount actually paid by payment to the Indemnifying Indemnified Party for any indemnification claim pursuant to this Article XVIX, net of any related Premium Increase for which the Indemnifying Party has not already reimbursed shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party pursuant may have against any insurance carrier with respect to the immediately preceding sentencesubject 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. (db) For purposes 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 determining whether a breach either Seller or Purchaser (or any of any representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(iitheir respective Affiliates), in each 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 extent relating 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 Covered LiabilitiesPurchased 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) With respect to each indemnification obligation contained in this a Transaction Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual nonthird-refundable recoveries party insurance proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance proceeds in respect of such 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 shall be remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall 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 described 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 Section 16.6(b)connection with efforts to claim and collect any amounts available under such insurance. (b) In The rights and remedies of 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 inaccuracy or breach of any Expenses incurred 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 Indemnified Party in procuring such recoveryinaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which Expenses there is no inaccuracy or breach. The representations, warranties and covenants of Seller and Buyer’s rights to indemnification with respect thereto shall not exceed the amount so recovered), and, if applicable, net be affected or deemed waived by reason 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 investigation made by the Indemnifying Party to or on behalf of Buyer (including by any of its advisors, consultants or representatives) or by reason of the Indemnified Party in respect fact that Buyer or any of such claim and (ii) advisors, consultants or representatives knew or should have known that 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 occurredis, and for calculating the amount was or might be inaccurate or by reason of Buyer’s waiver of any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties condition set forth in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities8.02.

Additional Indemnification Provisions. a. Buyer and Secured Party agrees that without an Indemnified Person's prior written consent it shall not settle any pending or threatened claim, action, suit or proceeding related to this Agreement unless the settlement also includes an express unconditional release of all Indemnified Persons from all liability and obligations arising therefrom, or indemnifying party reaffirms their obligation, to indemnify for or contribute to losses incurred by any unreleased Indemnified Person as herein provided. b. Promptly after receipt of notice of the commencement of any action, any Indemnified Person will, if a claim in respect thereof is to be made against any indemnitor hereunder, notify in writing the indemnitor of the commencement thereof; but omission so to notify an indemnitors will not relieve the indemnitors from any liability hereunder which they may have to any Indemnified Person. If the indemnitor so elects, indemnitor may assume the defense of such Action in a timely manner, including the employment of counsel (areasonably satisfactory to the Indemnified Person) With and payment of expenses, provided Indemnitors acknowledge in writing its unconditional obligation pursuant to this agreement to indemnify the Indemnified Person in respect of such Action and provides to each indemnification obligation the Indemnified Person evidence reasonably satisfactory to it that the indemnitor will have the financial resources to conduct such defense actively and diligently and permit Indemnitee and counsel retained by the Indemnified Person at its expense to participate in such defense. Notwithstanding the foregoing, in the event the Indemnified Party determines in its sole discretion that it is advisable for the Indemnified Person to be represented by separate counsel, then the indemnitee may employ on behalf of the Indemnified Person a single separate counsel to represent or defend such Indemnified Persons in such action, claim, proceeding or investigation and the indemnitee will pay the reasonable fees and disbursements of such separate counsel as incurred. c. In the event of any fundamental change involving the corporate structure of either party, such as by merger, plan of exchange or sale of all or substantially all of its assets, any executory obligations of an indemnitor in this Agreement (i) each such obligation shall, if not assumed by operation of law, be assumed by contract by the acquiring entity or arrangements made to protect the interests of Indemnified Person reasonably satisfactory to it. d. If multiple claims are brought against an Indemnified Person in any Action with respect to at least one of which Indemnification is permitted under applicable law and provided for under this Agreement, the indemnitor agrees that any judgment, arbitration award or other monetary award shall be calculated conclusively deemed to be based on an After-Tax Basis claims as to which Indemnification is permitted and (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(b)provided for. (b) In e. If the indemnity referred to in this Agreement should be, for any case where an reason whatsoever, unenforceable, unavailable or otherwise insufficient to hold each Indemnified Party recovers from a third Person not affiliated with such Indemnified Partyharmless, 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 Indemnitors 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 each Indemnified Party in respect Person contributions for Losses so that each Indemnified Person ultimately bears only a portion of such claim Losses as is appropriate (i) to reflect the relative benefits received by each such Indemnified Person, respectively, on the one hand and Indemnitors on the other hand in connection with the transaction or (ii) any amount expended if the allocation on that basis is not permitted by applicable law, to reflect not only the Indemnifying Party relative benefits referred to 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 clause (i) all reasonable costs above but also the relative fault of each such Indemnified Person, respectively, 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) Indemnitors as well as 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 other 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 sentenceequitable considerations. (d) For purposes f. The obligations of determining whether a breach of any representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement indemnitor referred to. above shall be read without regard in addition to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” or other similar qualification contained in or rights that any Indemnified Person may otherwise applicable to such representation or warranty, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilitieshave.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be decreased by (a) any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Covered Loss, net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) any actual nonthird-refundable recoveries party insurance or 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 increase in premiums as a result of the associated claims (it being agreed that if any such third-party insurance or indemnification, contribution or similar proceeds in respect of such 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, the amount of any such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). The Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to 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 Indemnified Party to pursue any claim under any such insurance policy prior to pursuing an indemnification claim against the Indemnifying Party. Upon making any payment to the Indemnified Party described in Section 16.6(b). (b) In for 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 indemnification claim pursuant to this Article XVIIX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall promptly pay over assign any such rights 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 matterextent. (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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement All Losses shall be (i) each such obligation shall be calculated on an After-net of any Tax Basis Benefit and (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(b)Eligible Insurance Proceeds. (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 with respect of to any Loss paid by an the Indemnifying Party pursuant to this Article XVIIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses reasonable costs incurred by such Indemnified Party it in procuring such recovery, which Expenses costs 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 with respect of to such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matterLoss. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XVI would reasonably III could be expected to be recoverable recovered from a third party 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 written notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party Party, shall use commercially reasonable best efforts to collect the maximum amount recoverable from such third partyThird 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) Third Party); provided that the Indemnifying Party shall have no obligation to litigate against such Third Party to recover any related Premium Increaseportion of its Losses. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XVI III could have been recovered from a third party 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 Third Party as are necessary to permit the Indemnifying Party to recover from such third party 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 sentenceIII. (d) For purposes If any portion of determining whether a breach of any representation or warranty made in this Agreement has occurred, and for calculating Losses to be paid by the amount of any Loss under Indemnifying Party pursuant to this Article XVI, each representation and warranty contained in this Agreement shall III may be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii)covered, in each case whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give written notice thereof to the extent relating to the Covered Liabilities.Indemnifying Party. The

Additional Indemnification Provisions. (a) With No party or Person shall have any claim for indemnification hereunder with respect to each indemnification obligation in this Agreement (i) each any Tax liabilities arising by reason of any reduction or disallowance of deductions from taxable income in one taxable year, to the extent such obligation shall be calculated on an After-Tax Basis and reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year or (ii) all Losses the shifting of items of income from one taxable year to another; provided that the party or Person who then recognizes the income also receives the economic benefit of such income. (b) The amount of any claim for which indemnification is provided under this Article VI shall be net of any actual non-refundable recoveries amount recovered by the party or Person seeking indemnification under insurance policies with respect to the Indemnified Party described in Section 16.6(b). (b) In subject matter of such claim. If, following the receipt by a party or Person of any case where an Indemnified Party recovers indemnity hereunder, such party or Person shall receive any insurance recovery or indemnity payment 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 XVIthe same underlying claim, such Indemnified Party party or Person shall promptly pay over reimburse the party from whom such indemnity payment was received 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 extent of such Indemnified Party’s (i) retroactive insurance recovery or prospective premium adjustments associated with such recovery from a third-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 matterindemnity payment. (c) If 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 portion of Losses additional purchase consideration paid pursuant to Section 4.10). No indemnification shall be required to be paid made by the Indemnifying Party pursuant to Sellers under this Article XVI would reasonably be expected to be recoverable from a third party not affiliated with VI unless 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 dollar amount of the Indemnifying Party shall use reasonable best efforts to collect claims made against any or all of the maximum amount recoverable from such third partySellers in the aggregate exceeds $25,000, in which event the Indemnifying Party case indemnification shall reimburse the Indemnified Party be made by Sellers 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 sentenceamounts. (d) For purposes In no event shall the aggregate liability of determining whether a breach of any representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss AmeriPath under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard VI with respect to any “materiality,” “Company Material Adverse Effect,” “material adverse effect indemnification claims based on the Reinsurer” or other similar qualification contained in or otherwise applicable to such representation or warranty, other than the 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 Section 15.1(j)(vthe 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 15.1(m)(ii)1.2 or this Article VI (i) based on breaches of covenants hereunder, in each case (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 extent relating to the Covered Liabilitiesfraudulent actions of any party hereto.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement Article XII: (i) each such obligation shall be calculated on an After-reduced to take account of any net Tax Basis and 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 made or any preceding tax year; (ii) all Losses shall be net of any actual non-refundable recoveries to amounts actually recovered by the Indemnified Party described 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 Section 16.6(brespect of such Loss (net of any reasonable, actual costs, expenses, Taxes, deductibles or premiums incurred in connection with securing or obtaining such proceeds); and (iii) the Seller Parties shall not be 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) In any case where If an Indemnified Party recovers an amount from a third Person not affiliated with such Indemnified Party, including any third-party insurer, any amount in respect of any a Loss that is the subject of indemnification hereunder after all or a portion of such Loss has been paid by an Indemnifying Party pursuant to this Article XVIXII, such the Indemnified Party shall promptly pay over remit to the Indemnifying Party the excess (if any) of (i) the amount so recovered paid by the Indemnifying Party in respect of such Loss, plus the amount received from the third party in respect thereof (net of any Expenses 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 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 procuring recovering any 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 amounts 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 matterthird parties. (c) If any portion of Losses to be paid by the an 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 makes any applicable third-party insurance coverage) based on the underlying claim payment for any Losses suffered 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 an Indemnified Party pursuant to the immediately preceding sentence. (d) For purposes provisions of determining whether a breach of any representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XVIXII, each representation and warranty contained in this Agreement such Indemnifying Party shall be read without regard to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” or other similar qualification contained in or otherwise applicable to such representation or warrantysubrogated, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating of such payment, to all rights and remedies of the Covered LiabilitiesIndemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses.

Additional Indemnification Provisions. (a) With respect to each the indemnification obligation obligations contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) ARTICLE IX, all Losses shall be net of proceeds from any actual noninsurance arrangement or any indemnification by, reimbursement or cash receipts from, or indemnification agreement with any Third-refundable recoveries Party (each such source of recovery, a “Collateral Source”) that have been paid or are payable to the Indemnified Party described in Section 16.6(bconnection with the facts giving rise to the right of indemnification, less the amount of Taxes, expenses or out-of-pocket costs incurred to obtain such proceeds (any such proceeds, “Collateral Source Proceeds”). Purchaser shall not make any claim for indemnification under this ARTICLE IX in respect of any matter that was taken into account in the determination of Working Capital or the calculation of any adjustment to the 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, and Purchaser shall not be required to indemnify any Seller Indemnified Party, to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the bad faith, gross negligence or willful misconduct of the party seeking indemnification. (b) In If an Indemnifying Party makes any case where payment for any Losses suffered or incurred by an Indemnified Party recovers from a third Person not affiliated with pursuant to the provisions of this ARTICLE IX, such Indemnified Party, including any third-party insurer, any amount in respect of any Loss paid by an Indemnifying Party pursuant to this Article XVIshall be subrogated, 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 extent of such Indemnified Party’s (i) retroactive or prospective premium adjustments associated with such recovery from a third-party insurer payment, to all rights 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 remedies of the Indemnified Party in to any insurance benefits of the Indemnified Party with respect of to such Losses and with respect to the claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of giving rise to such matterLosses. (c) If For the avoidance of doubt, 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 by the Controlling Party in connection with such collection (which a Third-Party Claim, including legal costs and expenses of collection expenses, shall not exceed be deemed to be Losses for purposes of determining the indemnifiable amount recoverable from such third party) and (ii) any related Premium Increase. If any portion of Losses actually paid by the Indemnifying with respect to such Third-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 sentenceClaim. (d) For purposes of determining whether a breach of Purchaser and Seller agree that, any representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss indemnification payment under this Article XVIARTICLE IX, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case treated as an adjustment to the extent relating to the Covered LiabilitiesPurchase Price for all Tax purposes except as otherwise required by applicable Law.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be net increased to take into account any Tax costs actually incurred by the Indemnified Party or its Affiliates in connection with the incurrence the receipt of the indemnity payment (to the extent such 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 or its Affiliates in connection with the incurrence of such Losses in the taxable year in which such Losses are incurred or either of the two succeeding taxable years and (b) the amount of any actual nonthird-refundable recoveries party insurance or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such proceeds in respect of such 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 shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations), and the Indemnified Party shall use, and cause its Subsidiaries to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party described in Section 16.6(b). (b) In for 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 indemnification claim pursuant to this Article XVIX, 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 third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall promptly pay over assign any such rights or claims to the Indemnifying Party the amount so recovered (net of any Expenses incurred by or, where such Indemnified Party assignment is not permitted, use commercially reasonable efforts to recover in procuring such recovery, which Expenses shall not exceed the amount so recovered), and, if applicable, net respect of such Indemnified Party’s (i) retroactive rights 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, claims against the “Premium Increase”), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or third parties 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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement or any other Transaction Document: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual nonthird-refundable recoveries party insurance proceeds that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification proceeds in respect of such Losses 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 shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use its good faith 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; 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 Party have liability to the Indemnified Party described for any Losses computed on (A) a multiple of earnings, book value or similar basis or (B) diminution in Section 16.6(bvalue, 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) In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurer, any For purposes of determining the amount in respect of any Loss paid by an Indemnifying Party Losses subject to indemnification 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 (iSection 10.2(a)(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”Section 10.3(a)(i), 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 occurredthe representations and warranties giving rise to such right to indemnification have been breached, and for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement such Losses shall be read determined without regard to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurermateriality” or other similar qualification qualifications contained in therein or otherwise applicable to such representation or warranty, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilitiesthereto.

Additional Indemnification Provisions. (a) With Parent and the Acquiror agree, each for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII or this Agreement Article X: (i) each such obligation shall be calculated on an After-Tax Basis and net of any Eligible Insurance Proceeds, (ii) all Losses shall be calculated net of any actual non-refundable recoveries 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 Section 338(h)(10) Subsidiary and (iii) notwithstanding anything to the contrary herein, in no event shall Parent have any liability or obligation to any Acquiror Indemnified Party described 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 Section 16.6(b)respect of the same Loss under different provisions of this Agreement and (C) if such Loss, or related amount, description, liability or reserve, is reserved for in the Closing Statement, or taken into account in the calculation 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 any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurer, Eligible Insurance Proceeds or any other amount in respect of any Loss paid by for which an Indemnifying Party has actually reimbursed it pursuant to this Article XVIX, 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”)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 the reasonable out-of-pocket costs actually incurred by the Indemnifying Party in pursuing or defending any claim arising out of such mattermatter in compliance with this Agreement. The parties hereto shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price. (c) If any portion of Losses to be paid reimbursed by the Indemnifying Party pursuant to this Article XVI would reasonably may be expected to be recoverable from a covered, in whole or in part, by 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 (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 best efforts to collect (at the Indemnifying Party’s expense) the maximum amount recoverable from such third partyof cash insurance proceeds thereunder, in which event the Indemnifying Party shall reimburse all such cash proceeds actually received, net of out-of-pocket costs reasonably incurred by the Indemnified Party for (i) all reasonable costs and expenses incurred in connection with seeking such collection (which costs and expenses of collection 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 sentencebe considered “Eligible Insurance Proceeds.” (d) All indemnifiable Losses under Section 5.10, Section 5.26, Section 6.01(b), 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 section or subsection of such Articles), any certificate delivered in connection with this Agreement or any other Transaction Agreement. (e) For purposes of determining whether a breach of any representation or warranty made in this Agreement has occurred, Article VII and for calculating the amount of any Loss under this Article XVIX, each representation in respect of the representations and warranty contained warranties set forth in this Agreement shall be read without regard to Article III or Article IV herein, any “materiality,” and all “Company Material Adverse Effect,” “Acquiror Material Adverse Effect,” “material adverse effect on effect,” and “materiality” (including, “material to the ReinsurerCompany Group Entities (taken as a whole)”) exceptions and thresholds and any equivalent exceptions and qualifiers set forth in such representations and warranties shall be disregarded (or, in the case of “Company Material Adverse Effect,” “Acquiror Material Adverse Effect”, “material adverse effect”, or other similar qualification contained in or otherwise applicable to any equivalent exceptions and qualifications, be read as “adverse effect”) for purposes of determining whether any such representation and warranty has been breached or warrantyfor determining the amount of Losses resulting therefrom, other than 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 exceptions and qualifiers shall not be disregarded in the representations and warranties set forth in Section 15.1(j)(v3.07(b). (f) and Section 15.1(m)(ii)Notwithstanding anything to the contrary, in each case no event shall the Acquiror Indemnified Parties be indemnified for any Losses resulting from the inaccuracy or breach of any representation or warranty in Section 3.14 relating to any severance or other termination benefits (including notice periods or garden leave) for the Employees, except to the extent relating 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 Covered LiabilitiesEmployee than both (i) what has been disclosed on in Section 3.14 of the Parent Disclosure Schedule and (ii) market practice for similarly situated employees (including with respect to position, tenure and seniority) of peer companies in the industry in the applicable jurisdiction. For purpose of clarity, Acquiror shall not have an indemnifiable Loss if such severance or termination benefits are otherwise payable from the Human Capital Pool.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Article X, all Losses shall be determined net of any actual non-refundable recoveries to the Indemnified Party 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 Tax Benefit actually realized in cash or by the Indemnifying Party to or on behalf a reduction of Taxes otherwise due and payable by the Indemnified Party or its Affiliates in respect the taxable year of such claim and Losses (ii) any amount expended by the Indemnifying Party or 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 partyprior taxable year) and (ii) any related Premium Increase. If third-party insurance and indemnity proceeds that are actually recovered (net of costs of actual recovery, including any portion of Losses actually paid deductible amount and premium increase) 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, or its Affiliates in connection with the facts giving rise to the extent transferableright of indemnification (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such of its rights proceeds shall be promptly remitted 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 extent of the indemnification payment made). The Indemnified Party pursuant shall use its commercially reasonable efforts to this Article XVI, net mitigate its Losses upon and after becoming aware of any related Premium Increase for which the Indemnifying Party has not already reimbursed the Indemnified Party pursuant event or condition that would reasonably be expected to the immediately preceding sentencegive rise to any Losses that are indemnifiable hereunder. (db) 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 under this Article XVI, each representation and warranty contained Nothing in this Agreement shall be read 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 as “materialitymaterial,” “Company materially,” “Material Adverse Effect,” and “material adverse effect on the Reinsurer” or other similar Buyer Material Adverse Effect”) set forth therein as if such qualification contained in or otherwise applicable to were deleted from such representation and warranty; provided that for the purposes of determining whether there has been a breach of any representation, warranty or warrantycovenant herein, other than this Section 10.6(c) shall not apply to (x) the representations and warranties set forth in Section 15.1(j)(vSections 3.5 and 3.6(a) and Section 15.1(m)(ii(y), in each case solely with respect to the extent relating standard that must be met to create an obligation to list any item in the Covered LiabilitiesSeller Disclosure Schedule, the representations and warranties set forth in Sections 3.9, 3.10(a), 3.14(a), 3.16 and 3.24.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and Basis, (ii) all Losses shall be net of any actual non-refundable recoveries to Eligible Insurance Proceeds and (iii) Losses shall not be calculated by using multiples or any valuation methodologies or similar measures used in arriving at, or that may be reflective of, the Indemnified Party described in Section 16.6(b)Base Purchase Price. (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 the Indemnifying Party pursuant to this Article XVIXIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net after deducting therefrom the amount of any Expenses reasonable costs incurred by such Indemnified Party it in procuring such recovery, which Expenses costs 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 matterLoss. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XVI would reasonably XIII could be expected to be recoverable recovered from a third party 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 Party, shall use reasonable best efforts to collect the maximum amount recoverable from such third partyThird 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 IncreaseThird Party). If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XVI XIII could have been recovered from a third party 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 Third Party as are necessary to permit the Indemnifying Party to recover from such third party 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 sentenceXIII. (d) For purposes The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Base Purchase Price for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordingly. (e) If any portion of determining whether a breach Losses to be paid by the Indemnifying Party pursuant to this Article XIII 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. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any representation or warranty made in this Agreement has occurred, and for calculating 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 Loss under this Article XVIincreased costs incurred by such Indemnified Party or its Affiliates as a result of such Loss, each representation and warranty contained in this Agreement including any retroactive or prospective premium adjustments resulting from such Loss) shall be read without regard to any considered “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered LiabilitiesEligible Insurance Proceeds.”

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) If any event occurs which would otherwise entitle any Indemnified Party to assert a claim for indemnification under this Section 9.1, no Losses will be deemed to have been sustained by such Indemnified Party to the extent such Indemnified Party actually receives indemnification or other recovery for such Losses from a third party, including an insurance company (in each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be case, net of any actual nondeductibles, co-refundable recoveries insurance and cost of recovery); provided, however, that if any Indemnified Party 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 Indemnified Party 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 XVIsame Losses, such Indemnified Party shall will promptly refund and pay over to the Indemnifying Party the an amount so recovered (net of any Expenses incurred by equal to 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 insurance proceeds or prospective premium adjustments associated with such recovery other compensation from a third-party insurer and third parties 121 (ii) actual increase(s) 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 such Person’s and its Affiliates’ insurance premium Losses or alleged Losses are specifically included in the Final Purchase Price, as finally determined in accordance with Section 2.3, resulting in a Final Purchase Price that is reasonably attributable to lower than if such Loss (collectively, the “Premium Increase”), but amount had 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 matterbeen included. (ciii) If any portion of Losses to be paid by the an 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 makes any applicable third-party insurance coverage) based on the underlying claim payment for any Losses suffered 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 an Indemnified Party pursuant to the immediately preceding sentenceprovisions of this Section 9.1, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (div) For 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 whether a breach the amount of Losses with respect to such Third- Party Claim. (v) Any amount subject to indemnification pursuant to this Section 9.1 shall be calculated (A) net of any representation insurance proceeds actually received on account of such Losses in accordance with Section 9.1(f)(i) and (B) net of any Tax benefits actually realized by the Indemnified Party in the form of a reduction in Taxes payable by such 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 deductibility of such Loss, and shall be increased by any Taxes incurred (or warranty 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 has occurred, and for calculating the amount of will limit any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “materiality,” “Company Material Adverse Effect,” “material adverse effect requirements imposed on the Reinsurer” or other similar qualification contained in or otherwise Indemnified Parties under applicable Law to such representation or warranty, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilitiesmitigate Losses.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in The amount of any and all Losses under this Agreement (i) each such obligation Article VIII shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party 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 reduced 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 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, incurrence or payment of any such Losses (but increased by an amount previously paid equal to any tax imposed because of the receipt 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 partyindemnity payments) and (ii) any insurance, indemnity, reimbursement arrangement, contract or 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 (less any costs and expenses incurred by the Indemnified Party in connection with recovery of such insurance proceeds and any related Premium Increaseincreases in insurance premiums) (each, an “Alternative Recovery”). If The Indemnified Party shall use commercially reasonable efforts to seek full recovery under all such Alternative Recoveries with respect to any portion Loss to the same extent as such Indemnified Party would if such Loss were not subject to indemnification hereunder. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. In the event that the Indemnified Party receives recovery of Losses actually paid any amount pursuant to an Alternative Recovery for which it has already been indemnified 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 Partyhereunder, then the Indemnified Party 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 transferbe $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 transferablethat 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 its rights to proceed against such third party matter in the calculation of the adjustment of the Purchase Price, if any, as are necessary to permit the Indemnifying Party to recover from such third party any amount actually paid by the Indemnifying Party finally determined pursuant to Section 2.9; (v) no party hereto shall have any liability under any provision of this Article XVIAgreement for any punitive, net incidental, consequential, special or indirect damages, including business interruption, diminution of any related Premium Increase for which the Indemnifying Party has not already reimbursed the Indemnified Party pursuant value, loss of future revenue, profits or income, or loss of business reputation or 57 opportunity relating to the immediately preceding sentence.breach or alleged breach of this Agreement, except to the extent payable to a third party; (dvi) For purposes of 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 made in this Agreement has occurred, and for calculating hereunder shall be disregarded; (vii) the amount of Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” extent arising out of or other similar qualification contained in or otherwise applicable to such representation or warranty, other than resulting from a breach of the representations and warranties in Section 15.1(j)(v) 3.15 or a Seller Environmental Liability if and Section 15.1(m)(ii), in each case to the extent relating 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 Covered Liabilitiesrelevant 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) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be net (a) reduced by any cash Tax benefits (whether in the form of a 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 Indemnified Party or its Affiliates in connection with the incurrence of such Loss in the taxable year of such Loss or the following six (6) taxable years and (b) reduced by the amount of any actual nonthird-refundable recoveries party insurance or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such 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 payment in satisfaction of its applicable indemnification obligation, the amount of such 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 obligations), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party described in Section 16.6(b). (b) In for 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 indemnification claim pursuant to this Article XVIX, 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 third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall promptly pay over assign any such rights or claims to the Indemnifying Party the amount so recovered (net of any Expenses incurred by or, where such Indemnified Party assignment is not permitted, use commercially reasonable efforts to recover in procuring such recovery, which Expenses shall not exceed the amount so recovered), and, if applicable, net respect of such Indemnified Party’s (i) retroactive rights 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, claims against the “Premium Increase”), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or third parties 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 under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard to any “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, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case to the extent relating to the Covered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries to amounts that have been recovered by the Indemnified Party described 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 (after deducting therefrom (A) the amount of the reasonable, documented and out-of-pocket expenses incurred in procuring such recovery and (B) 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); (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 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 16.6(b2.06 shall not be disregarded. (iii) for the avoidance of doubt, no Seller shall be liable for any Losses suffered by any Buyer Indemnified Party to the extent that such 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 representation in Section 2.11(a)(viii)). (b) In any case where an the Indemnified Party (or its Affiliates) recovers from a third Person not affiliated with such Indemnified Partyany amount pursuant to (i) any indemnification by, including any third-party insureror indemnification agreement with, any amount Third Party or (ii) any insurance policy or other cash receipts or sources of reimbursement in respect of any Loss paid by an Indemnifying a matter for which such Indemnified Party was indemnified pursuant to this Article XVISection 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 (net after deducting therefrom the amount of any Expenses Losses incurred by such the Indemnified Party in excess of the amount paid by the Indemnifying Party to the Indemnified Party and the reasonable, documented and out-of-pocket expenses incurred in procuring such recoveryrecovery or realization, which Expenses shall not exceed including, in the case of an insurance policy, any deductible, co-payment or other amount so recovered), and, if applicable, net of such recovery borne by the Indemnified Party’s (i) retroactive Party or prospective increases in premium adjustments associated with of such recovery from policies incurred as a third-party insurer and (ii) actual increase(s) in result of such Person’s and its Affiliates’ insurance premium that is reasonably attributable to such Loss (collectively, the “Premium Increase”recovery), but not in excess of the sum of (ix) any amount previously so paid by the Indemnifying Party to or on behalf of the such Indemnified Party in respect of such claim matter and (iiy) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) If any portion of Losses Neither the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to be paid by recover for the Indemnifying Party pursuant to same Loss amount more than once under this Article XVI would reasonably be expected to be recoverable from V or otherwise under this Agreement or any other Transaction Document, even if a third party not affiliated with the relevant Indemnified Party (including under any applicable third-party insurance coverage) based on the underlying claim for indemnification or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly after becoming aware otherwise in respect of such fact give notice thereof to the Indemnifying Party and, upon the request Loss has been made as a result 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 more than one covenant, agreement or representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XVI, each representation and warranty contained in this Agreement shall be read without regard or any other Transaction Document. To the extent that any Indemnified Party has an unpaid final dollar amount due pursuant to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” or other similar qualification contained in or otherwise applicable this Article V to such representation or warrantyan Indemnifying Party, other than the representations and warranties in notwithstanding Section 15.1(j)(v) and Section 15.1(m)(ii4.07(b), in each case such Indemnified Party may set off such amount against any undisputed amounts then due and unpaid by such Indemnifying Party to the extent relating to Indemnified Party within the Covered Liabilitiestime period allowed for such payment.

Additional Indemnification Provisions. (a) With 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, (ia) each such obligation shall be calculated on an Afterafter reduction for any Post-Closing Date Tax Basis Benefit that arises in connection with the payment of the Loss or otherwise with respect to the underlying claims giving rise to such Loss and (iib) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party 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 recoverable by or for the underlying claim benefit of the indemnified party from its own or demand asserted against such Indemnifying Partyits 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, and if in a subsequent taxable year a Post-Closing Date Tax Benefit is realized, then the Indemnified Party Purchaser promptly shall promptly after becoming aware pay to the Seller, at the time of such fact give notice thereof to the Indemnifying Party andrealization, 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 of 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, Post-Closing Date Tax Benefit to the extent transferablethat 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 Post-Closing Date Tax Benefit is subsequently disallowed, Purchaser shall notify Seller of such of its rights disallowance and Seller shall promptly pay to proceed against Purchaser the amount by which Seller's indemnity payment to Purchaser was reduced by such third party as are necessary to permit Post-Closing Date Tax Benefit, or the Indemnifying Party to recover from such third party any amount actually paid by the Indemnifying Party pursuant Purchaser to this Article XVI, net of any related Premium Increase for which the Indemnifying Party has not already reimbursed the Indemnified Party pursuant to Seller under the immediately preceding sentence. (d) For purposes of determining whether a breach of any representation , as the case may be. In no event shall the Seller or warranty made in this Agreement has occurred, and the Purchaser be liable for calculating the amount of any Loss consequential damages under this Article XVIAgreement. Notwithstanding anything to the contrary herein, each representation and warranty contained in this Agreement the Seller shall be read without regard have no obligation to indemnify Purchaser with respect to any “materiality,” “Company Material Adverse Effect,” “material adverse effect on the Reinsurer” or other similar qualification contained in or otherwise applicable matter that was subject to such representation or warranty, other than the representations and warranties in Section 15.1(j)(v) and Section 15.1(m)(ii), in each case a dispute with respect to the extent relating Closing Balance Sheet under Section 2.08 but did not result in an adjustment to the Covered Liabilities.Purchase Price pursuant to Section 2.08. The