Common use of Calculation of Losses Clause in Contracts

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 by the Indemnifying Party shall be net of any (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other person alleged to be responsible therefor, and (ii) net tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 by the Indemnifying Party Loss shall be calculated (i) net of any (i) amounts recovered or recoverable Tax Benefit realized by the Indemnified Party under applicable insurance policies Indemnitee or from any other person alleged to be responsible therefor, of its Affiliates as a result of such Loss and (ii) net tax benefit realized of any insurance proceeds or other indemnification or contribution proceeds (net of reasonable direct collection expenses) received by the Indemnified Party arising from Indemnitee or any of its Affiliates with respect to such Loss. If the incurrence Indemnitee or any of its Affiliates receives a Tax Benefit as a result of an indemnification payment of any such Losses during a taxable year that includes or precedes made hereunder and the taxable period in which payment in respect amount of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit Tax Benefit was not included in the calculation of the Loss, the Indemnitee shall occur prior promptly pay to the Indemnitor the amount of such Tax Benefit at such time at which such tax benefit is actually realized or times as and (y) to the extent that such net tax benefit Tax Benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party For purposes hereof, “Tax Benefit” shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, mean any refund of Taxes paid or reduction in the amount of taxes Taxes that otherwise would have been paid, in each case computed at the highest federal, state and local marginal tax rates. As a condition to obtaining indemnification under this Agreement, the Buyer shall, and shall cause the Company to, seek full recovery under all insurance policies and other indemnification and contribution arrangements covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder, and the Buyer shall not, and shall not permit the Company to, terminate or cancel any insurance policies covering the Company in effect for the period prior to the Closing unless the Buyer replaces such insurance policies with new insurance policies that provide comparable or better coverage. In the event that an insurance or other recovery is received by the Buyer, the Company or any of their Affiliates with respect to any Loss for which any such Person has been indemnified hereunder and the amount of such insurance or other recovery was not included in the calculation of the Loss, then a refund equal to the aggregate amount of the recovery (net of reasonable direct collection expenses) shall be made promptly to the Company. The Indemnitor shall be subrogated to all rights of any Indemnitee against any third party with respect to Losses that have been paid by the Indemnified Party or any of its Affiliates is reduced below Indemnitor pursuant an indemnification claim hereunder (including, without limitation, rights under insurance policies). Without limiting the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount generality of any other provision hereof, each such tax benefit, Indemnitee and Indemnitor shall duly execute upon request all instruments reasonably necessary to evidence and perfect the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountsubrogation rights described above.

Calculation of Losses. (a) The For purposes of determining the amount of any Losses payable subject to indemnification under this Section 4.1 by 9, the Indemnifying Party shall amount of such Losses will be determined net of (a) any amounts taken into account as liabilities or reserves in the calculation of the Final Working Capital Amount or any other adjustments to the Purchase Price set forth in Section 2.5, (b) all liabilities or reserves reflected in the Financial Statements, (c) the sum of any amounts recovered or reasonably recoverable under insurance policies, or other amounts recovered or reasonably recoverable from third parties with respect to such Losses (net of any actual out-of-pocket expenses incurred in collecting such amounts) (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other person alleged to be responsible therefor“Insurance Proceeds”), and (iid) net tax any Tax benefit (including a correlative adjustment) reasonably expected to be realized by the Indemnified Party arising from (or any consolidated, combined or unitary group of which the incurrence Indemnified Party is also a member, or any direct or indirect partner or member of the Indemnified Party), directly attributable to the incurrence, accrual, or payment of such Losses. In the event that any such Losses during a taxable year that includes or precedes Insurance Proceeds are received by an Indemnified Party after payment for the taxable period in which payment in respect of such Loss is due under related indemnification claim has been made pursuant to this Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1)9, then the Indemnified Party shall reimburse pay to the party Seller or parties obligated the Buyer, as the case may be, an amount equal to indemnify the amount of the reduction in Losses that would have been applied pursuant to the first sentence of this Section 9.4 had such Indemnified Party in respect of such Loss promptly following Insurance Proceeds been received at the time at which such tax benefit is actually realizedindemnification claim was made. The Each Indemnified Party shall use commercially reasonable efforts to seek recovery from third parties who may be deemed to have “actually realized” a net tax benefit to the extent thatresponsible, and at such time asin whole or in part, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred suffered by such Indemnified Party and to make claims under insurance policies (including the R&W Policy) providing coverage with respect to Losses suffered by such Indemnified Party. Notwithstanding anything herein to the contrary, no disputed matter that would result in collecting such amounta breach of a representation, warranty, covenant or agreement herein that is subject to indemnification pursuant to this Section 9 shall be raised to support any adjustment to Purchase Price pursuant to the terms of Section 2.5 in a manner that would circumvent the monetary limitations set forth in this Section 9.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 by the Indemnifying Party shall be net of any (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other person alleged to be responsible therefor, and (ii) net tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1this Article X shall be net of any (i) Tax benefits actually realized by way of a current reduced cash outlay for Taxes by the indemnified party, and amounts actually recovered by the indemnified party under insurance policies or otherwise with respect to such Losses (net of any Tax or expenses incurred in connection with such recovery), (ii) amounts recovered by the indemnified party pursuant to any indemnification by or indemnification or other agreement with any third party, (iii) any insurance proceeds or other cash receipts or sources of reimbursement received as a direct offset against such Loss (net of any costs incurred to recover such amounts) (each source named in clauses (ii) and (iii) a “Collateral Source”). If The indemnifying party may require an indemnified party to assign the Indemnified Party receives any amounts under applicable insurance policies, or rights to seek recovery from any other person alleged to a Collateral Source; provided that the indemnifying party will then be responsible for any Losses, subsequent pursuing such recovery at its own expense. Purchaser shall use its commercially reasonable efforts to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party recover under insurance policies for any Losses prior to seeking indemnification under this Agreement. For purposes of determining when the indemnified party has realized a Tax benefit under this Section, if the indemnified party or any consolidated group of which it is a member for Tax purposes has other items of deduction, loss or credit for any taxable period ending no later than the last day of the taxable year in which the indemnity payment made is made, the items of Tax benefit arising out of the Losses for which indemnity is sought shall be deemed used first prior to use of any such other items. The party seeking indemnification under this Article X shall use commercially reasonable efforts to seek recovery from Collateral Sources. The parties acknowledge and agree that no right of subrogation shall accrue or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up inure to the amount received by the Indemnified Party, net benefit of any expenses incurred by such Indemnified Party in collecting such amountCollateral Source hereunder.

Calculation of Losses. (a) The amount of any Losses payable under Loss for which indemnification is provided in clause (i), (ii), (iii), (iv) or (v)(A) of Section 4.1 by the Indemnifying Party 13.01(a) of this Agreement or clause (i), (ii), (iii), (iv) or (v)(A) of Section 13.02(a) of this Agreement shall be net of any amounts actually recovered by the indemnified party under the True Insurance Policies (as such term is defined in the ATCA) with respect to such Loss; provided, however, that the indemnified party shall not have any obligation to seek any such recovery under any True Insurance Policy. The amount of any Loss for which indemnification is provided pursuant to Section 13.01(a) or Section 13.02(a) of this Agreement shall be (i) amounts recovered or recoverable increased to take account of any net Tax cost incurred by the Indemnified Party under applicable insurance policies indemnified party arising from the receipt or from any other person alleged to be responsible therefor, accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit Tax Benefit (as defined in the ATCA) realized by the Indemnified Party indemnified party arising from the incurrence or payment deductibility of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefitLoss. In computing the amount of any such tax benefitTax cost or Tax Benefit, the Indemnified Party indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items item arising from the incurrence receipt or payment accrual of any Losses for which indemnification is provided under Section 4.1indemnity payment hereunder or the deductibility of any indemnified Loss. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an Any indemnification payment by hereunder shall initially be made without regard to clauses (i) and (ii) in the Indemnifying Partysecond sentence of this Section 13.03, then and shall be increased or reduced to reflect any such Indemnified Party net Tax cost (including gross-up) or net Tax Benefit only after the indemnified party has actually realized such cost or benefit. For purposes of this Agreement, an indemnified party shall promptly reimburse be deemed to have "actually realized" a net Tax cost or a net Tax Benefit to the Indemnifying Party for any payment made or expense incurred extent that, and at such time as, the amount of Taxes payable by such Indemnifying Party in connection indemnified party is increased above or reduced below, as the case may be, the amount of Taxes, that such indemnified party would be required to pay but for the receipt or accrual of the indemnity payment or the deductibility of such Loss, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with providing such indemnification payment up respect to the amount received by indemnified party's liability for Taxes, and payments between the Indemnified Party, net of any expenses incurred by indemnified party and the indemnifying party to reflect such Indemnified Party in collecting such amountadjustment shall be made if necessary.

Calculation of Losses. In calculating amounts payable to any Stockholder Indemnitee or Parent Indemnitee (aeach such person, an “Indemnified Party”) The for a claim for indemnification hereunder, the amount of any indemnified Losses payable under Section 4.1 by the Indemnifying Party shall be determined without duplication of any other Loss for which an indemnification claim has been made and shall be computed net of any (i) amounts payments actually recovered by or recoverable on behalf of the Indemnified Party under any insurance policy (other than the R&W Policy) with respect to such Losses (provided, however, that (A) the amount of any such payments shall be adjusted to account for the cost incurred by an Indemnified Party for increased insurance premiums (other than in connection with the R&W Policy) and (B) nothing contained herein or otherwise shall create any obligation on the part of any Indemnified Party to pursue any insurance recovery with respect to any Losses other than under the R&W Policy; (ii) any prior or subsequent actual recovery by the Indemnified Party under applicable insurance policies or from any Person with respect to such Losses (provided, however, that nothing contained herein or otherwise shall create any obligation on the part of any Indemnified Party to pursue any such recovery with respect to any Losses other person alleged to be responsible therefor, than under the R&W Policy); and (iiiii) the amount of any net tax benefit Tax benefit, which shall be measured by actual cash Tax savings, that is attributable to any deduction or loss resulting from or arising out of the relevant Loss and that is actually realized by the Indemnified Party arising from the incurrence during or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policiesthe relevant indemnification payment. In addition, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such each Indemnified Party shall promptly reimburse make commercially reasonably efforts to mitigate any Losses that an Indemnified Party asserts under this Article X within a reasonable period of time following the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred discovery by such Indemnified Party in collecting of the fact, event or circumstances giving rise to such amountLosses (and, for an indemnified Person that is not a natural person, the bringing to the attention of a responsible officer thereof of such fact, event or circumstance). In the event that an Indemnified Party shall fail to make such commercially reasonable efforts to mitigate any such Losses, then notwithstanding anything else to the contrary contained herein, the indemnifying Party shall not be required to indemnify any Indemnified Party for such portion of any Loss that could reasonably have been avoided if the Indemnified Party had made such efforts.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 this ARTICLE VIII by the Indemnifying Party shall be net of any (i) any amounts actually recovered or recoverable by the Indemnified Party under applicable insurance policies or from (net of costs of any other person alleged to recovery (including any deductible amounts, attorney’s fees and any increased insurance premiums)), excluding, however, the R&W Insurance Policy (which shall be responsible therefor, governed by Section 8.5 hereof) and (ii) any net tax Tax benefit realized by the Indemnified Party (A) arising from in connection with the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such applicable Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior giving rise to the time at which such tax claim for indemnification (including any Tax benefit arising as a result of an adjustment that has the effect of either moving (1) any Taxes or an item of income or gain, in each case, from a Post-Closing Period to a Pre-Closing Period or (2) a loss, deduction or credit from a Pre-Closing Period to a Post-Closing Period) and (B) that is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), utilized by the Indemnified Party shall reimburse the party or parties obligated its Affiliates to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, reduce the amount of taxes paid Taxes payable by the Indemnified Party or any of its Affiliates is reduced below (as determined on a with and without basis and as the amount of taxes last item taken into account) in (1) the Tax period in which the applicable indemnification payment was made to the Indemnified Party, (2) any taxable period beginning before the taxable period that such persons would have been required includes the date on which the applicable indemnification payment was made to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed or (3) the first three taxable periods beginning after the Tax period that includes the date on which the applicable indemnification payment was made to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1Indemnified Party. If the Indemnified Party receives actually recovers any amounts under applicable insurance policiespolicies or recognizes a net Tax benefit, or from any other person alleged to be responsible for any Lossesin each case, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to in the amount received (or net Tax benefit recognized) by the Indemnified Party, net of any expenses reasonably incurred by such Indemnified Party in collecting such amountamount (including any deductible amounts and attorneys’ fees).

Calculation of Losses. Any calculation of Losses for purposes of this Section 10 shall be (ai) The amount net of any Losses payable under Section 4.1 insurance or other third party recovery actually received by the Indemnified Party (whether paid directly to such Indemnified Party or assigned by the Indemnifying Party shall be to such Indemnified Party) (net of the out-of-pocket costs reasonably incurred of pursuing or obtaining such recovery from such third party or with respect to insurance proceeds, net of any (ideductibles and any increased premium amounts attributable to such claim) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other person alleged to be responsible therefor, and (ii) reduced to take account of any net tax Tax benefit realized by the Indemnified Party arising from the incurrence or payment deductibility of any such Losses during a taxable year that includes Losses. The amount of any increase or precedes the taxable period in which payment in reduction hereunder shall be adjusted as necessary to reflect any final resolution with respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which Indemnified Party’s Liability for Taxes and, if necessary, the Seller, or Buyer, as the case may be, shall make payments to the other to reflect such tax benefit is actually realized adjustment. Except as otherwise required by applicable Law, any indemnity payment under this Agreement shall be treated as an adjustment to the Membership Interest Purchase Price, for Tax purposes. Each Party shall notify the other Party if it receives notice that any Tax authority proposes to treat any indemnity payment under this Agreement as other than an adjustment to the Membership Interest Purchase Price for Tax purposes. A Party (and (yits Affiliates) shall not be deemed to have suffered a “Loss” with respect to an item to the extent that such net tax benefit is party was actually realized after compensated therefor by reason of an increase in the date on which payment amount otherwise paid to it or a reduction in respect the amount otherwise paid by it pursuant to any other Section of such Loss is made or deemed made under this Agreement. Only for the purposes of calculating Losses suffered by an Indemnified Party pursuant to Section 4.1 10(b)(ii) and Section 10(c)(ii) (but during not for purposes of determining whether a taxable year breach has occurred under this Agreement) each representation and warranty that includes contains any qualification as to “materiality” or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party “Material Adverse Effect” shall be deemed to have “actually realized” a net tax benefit to the extent that, and at been given as though there were no such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountqualifications.

Calculation of Losses. (a) The amount of any Losses payable Damages for which indemnification is provided under this Section 4.1 by the Indemnifying Party 4.7 or Section 4.8(c) shall be net of any (i) amounts actually recovered or recoverable by the Indemnified Party under applicable insurance policies or with respect to such Damages and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from any other person alleged to be responsible therefor, the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses during Damages, in each case calculated at the time of payment, using the characterization described below and assuming that all income and deductions bear (or relieve) Tax at an effective corporate rate based on the maximum marginal Federal rate and a state rate of 7.0%, taking into account the deductibility (if then allowed) of state tax from Federal taxable year that includes income. Any indemnity payment under this Section 4.7 or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x4.8(c) no such reduction for such tax benefit shall occur prior be treated as an adjustment to the time at which such tax benefit is actually realized and (y) Adjusted Consideration for Tax purposes, or as settlement of an obligation intended to be retained by the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes Company although paid by Buyer, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to the Indemnified Party or any of its Affiliates is reduced below affiliates causes any such payment not to be treated as an adjustment to the amount Adjusted Consideration for United States Federal income tax purposes. If any Tax Agency asserts in writing during the examination of taxes any Return of Buyer or the Company that such persons would have been required to pay any indemnity payment should be characterized other than as provided in this Section 4.7(g), the Party that receives the proposed recharacterization (the "Affected Party") shall promptly notify the other Party (the "Consulted Party") in writing, with a copy of the proposed recharacterization. The Affected Party may control any proceedings involving the proposed recharacterization but for (1) shall resist, in good faith and by appropriate proceedings, the tax benefitproposed recharacterization, (2) shall provide the Consulted Party with copies of the portions of all communications from the relevant Tax Agency and all proposed filings and submissions regarding the proposed recharacterization, (3) shall consult with the Consulted Party regarding the conduct of the contest, and (4) shall not settle or concede the proposed recharacterization without the consent of the Consulted Party. In If the Affected Party materially breaches its obligations under the preceding sentence, the Consulted Party may, in computing the amount of any such tax benefit, indemnity payable to the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Affected Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up continue to treat its indemnity payments as an adjustment to the amount received by Adjusted Consideration and not as provided in any final determination made with respect to the Indemnified Affected Party, net of any expenses incurred by such Indemnified Party in collecting such amount.

Calculation of Losses. (a) The amount of any Losses payable Loss for which indemnification is provided under Section 4.1 by the Indemnifying Party this Article VIII shall be net of any amounts (ia) amounts actually recovered or recoverable by the any Indemnified Party under applicable insurance policies or from any other person alleged source of indemnification with respect to be responsible thereforsuch Loss, and (iib) accrued on the Company or any Subsidiary’s balance sheet as of the Closing Date and taken into account in the calculation of the Final Merger Consideration with respect to such Loss, and shall be reduced to take into account any net Tax Benefit. All indemnification payments for Losses made pursuant to this Article VIII shall be made on an after-Tax basis. Accordingly, in determining the amount of any indemnification payment for a Loss suffered or incurred by an Indemnified Party hereunder, the amount of such Loss shall be decreased to take into account any deduction, credit or other tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in with respect of to such Loss is due under Section 4.1; provided that (x) no such reduction for such after taking into account any income, gain or other tax benefit shall occur prior to the time at which such tax benefit is actually cost realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party with respect to the accrual or receipt of any indemnification payment or any of its Affiliates is reduced below the amount of taxes that other payment with respect to such persons would have been required to pay but for the tax benefitLoss (“Tax Benefits”). In computing the amount of any such tax benefitnet Tax Benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items item arising from the accrual or receipt of any indemnification payment hereunder or the incurrence or payment of any Losses for indemnified Loss; provided, that, if a net Tax Benefit is not realized in the taxable period during which an Indemnifying Party makes an indemnification is provided under Section 4.1. If payment or the Indemnified Party receives incurs or pays any amounts under applicable insurance policiesLoss, or from any other person alleged the parties hereto shall thereafter make payments to be responsible for any Losses, one another at the end of each subsequent taxable period to an indemnification payment reflect the net Tax Benefit realized by the Indemnifying Party, then parties hereto in each such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountsubsequent taxable period.

Calculation of Losses. (a) The amount of In calculating any Losses payable under Section 4.1 by the Indemnifying Party Loss there shall be net of any deducted (i) amounts recovered or recoverable by the Indemnified Party under applicable any insurance policies or from recovery in respect thereof (and no right of subrogation shall accrue hereunder to any other person alleged to be responsible thereforinsurer), and (ii) net tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is all Tax benefits actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below through a reduction in federal, state, local and foreign Taxes (including estimated Taxes) then due and payable, or a refund of Taxes previously paid, with respect to the taxable year or period in which such Loss occurred or a prior taxable year or period, but only if and to the extent such reduction or refund in Tax results from incurrence of such Loss, and (iii) any amount to the extent accrued for or reserved against in the Financial Statements or accounted for in the Closing Date Balance Sheet and the Closing Date Working Capital, excluding for purposes of taxes that this clause (iii) any such persons would have been required amounts accrued for or reserved against in the Financial Statements or accounted for in the Closing Date Balance Sheet with respect to pay but Taxes (except to the extent such Taxes are also accounted for the tax benefitin Closing Date Working Capital). In computing the event that expenses are incurred by an Indemnitor in conducting the defense against a Third Party Claim in accordance with Section 11.4(b), such expenses shall not constitute Losses for purposes of determining the maximum aggregate amount to be paid by the applicable Indemnitor pursuant to Section 11.1 or 11.2, as the case may be. To the extent a Loss (A) has not otherwise been reduced pursuant to clause (ii) of any such tax benefitthis Section 11.6(a), and (B) remains available to be utilized to reduce Taxes actually due and payable by the Indemnified Party or its Affiliates with respect to future years, the Indemnified Party shall be deemed remit to recognize all other items of incomethe Indemnitor the amount, gainif any, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If Tax benefit actually realized by the Indemnified Party receives any amounts under applicable insurance policiesor its Affiliates with respect to the two (2) taxable years or periods following the year or period in which the Loss was incurred. For purposes of this Section 11.6, a Tax benefit is realized to the extent (i) the Tax liability of the Indemnified Party or from any other person alleged its Affiliates calculated by excluding the relevant Tax deductions, losses and credits attributable to be responsible for any Lossesthe Loss exceeds (ii) the actual Tax liability of the Indemnified Party or its Affiliates calculated by taking into account the relevant Tax deductions, subsequent losses and credits attributable to an indemnification payment by the Indemnifying PartyLoss (and treating such deductions, then losses and credits as the last items in such calculation). The Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up remit to the Indemnitor the amount received by of the Indemnified Party, net realized Tax benefit within thirty (30) days after the date of any expenses incurred by such Indemnified Party in collecting such amountrealization.

Calculation of Losses. (a) The For purposes of determining the amount of any Losses payable subject to indemnification under Section 4.1 by this Article 9, the Indemnifying Party shall amount of such Losses will be determined net of (a) any amounts taken into account as liabilities or reserves in the calculation of the Final Working Capital Amount, (b) all related liabilities or reserves reflected in the Financial Statements, (c) the sum of any amounts recovered under insurance policies or other amounts recovered from third parties with respect to such Losses (net of any actual out-of-pocket expenses incurred in collecting such amounts) (i“Insurance or Other Proceeds”), and (d) amounts recovered the net Tax benefit actually realized in the year in which the Loss was incurred or recoverable the subsequent two years by the Indemnified Party under applicable insurance policies (or from any other person alleged to be responsible thereforconsolidated, and (ii) net tax benefit realized by combined or unitary group of which the Indemnified Party arising from is also a member), attributable to (i) the incurrence or payment of any such Losses during or (ii) a taxable year correlative adjustment that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior makes allowable to the time at which such tax benefit is actually realized and (y) Indemnified Party or its consolidated, combined or unitary group any deduction, amortization, exclusion from income or other allowance. In the event that any Insurance or Other Proceeds are received by an Indemnified Party after payment for the related indemnification claim has been made pursuant to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1)this Article 9, then the Indemnified Party shall reimburse pay to the party Seller or the Buyer, as the case may be, an amount equal to the amount of the reduction in Losses that would have been applied pursuant to the first sentence of this Section 9.4 had such Insurance or Other Proceeds been received at the time such indemnification claim was made. Each Indemnified Party shall use commercially reasonable efforts to seek recovery from third parties obligated to indemnify who may be responsible, in whole or in part, for Losses suffered by such Indemnified Party in and to make claims under insurance policies providing coverage with respect of to Losses suffered by such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party; provided, however, that no Indemnified Party shall be deemed required file suit to have “actually realized” a net tax benefit pursue such Insurance or Other Proceeds. Notwithstanding any other provision of this Agreement, the Seller shall not be obligated to indemnify or hold harmless any Buyer Indemnified Parties from or against any Losses resulting from or relating to any Taxes that (a) are attributable to any transaction occurring after the Closing that is not in the ordinary course of business of the Acquired Companies as carried on prior to the extent thatClosing Date, and at such time as(b) arise as a result of any change in Tax rates after the Closing Date that would have retroactive effect on Taxes imposed with respect -60- to a Pre-Closing Tax Period or (c) arise as a result of a change after the Closing Date in any accounting policy, any tax reporting practice or the amount length of taxes paid by the Indemnified Party or any accounting period for Tax purposes of any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountAcquired Companies.

Calculation of Losses. (a) The For purposes of determining the amount of any Losses payable subject to indemnification under Section 4.1 by this Article 9, the Indemnifying Party shall amount of such Losses will be determined net of (a) any amounts taken into account as liabilities or reserves in the calculation of the Final Working Capital Amount, (b) all related liabilities or reserves reflected in the Financial Statements, (c) the sum of any amounts recovered under insurance policies or other amounts recovered from third parties with respect to such Losses (net of any actual out-of-pocket expenses incurred in collecting such amounts) (i“Insurance or Other Proceeds”), and (d) amounts recovered the net Tax benefit actually realized in the year in which the Loss was incurred or recoverable the subsequent two years by the Indemnified Party under applicable insurance policies (or from any other person alleged to be responsible thereforconsolidated, and (ii) net tax benefit realized by combined or unitary group of which the Indemnified Party arising from is also a member), attributable to (i) the incurrence or payment of any such Losses during or (ii) a taxable year correlative adjustment that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior makes allowable to the time at which such tax benefit is actually realized and (y) Indemnified Party or its consolidated, combined or unitary group any deduction, amortization, exclusion from income or other allowance. In the event that any Insurance or Other Proceeds are received by an Indemnified Party after payment for the related indemnification claim has been made pursuant to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1)this Article 9, then the Indemnified Party shall reimburse pay to the party Seller or the Buyer, as the case may be, an amount equal to the amount of the reduction in Losses that would have been applied pursuant to the first sentence of this Section 9.4 had such Insurance or Other Proceeds been received at the time such indemnification claim was made. Each Indemnified Party shall use commercially reasonable efforts to seek recovery from third parties obligated to indemnify who may be responsible, in whole or in part, for Losses suffered by such Indemnified Party in and to make claims under insurance policies providing coverage with respect of to Losses suffered by such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party; provided, however, that no Indemnified Party shall be deemed required file suit to have “actually realized” a net tax benefit pursue such Insurance or Other Proceeds. Notwithstanding any other provision of this Agreement, the Seller shall not be obligated to indemnify or hold harmless any Buyer Indemnified Parties from or against any Losses resulting from or relating to any Taxes that (a) are attributable to any transaction occurring after the Closing that is not in the ordinary course of business of the Acquired Companies as carried on prior to the extent thatClosing Date, and at such time as(b) arise as a result of any change in Tax rates after the Closing Date that would have retroactive effect on Taxes imposed with respect -60- to a Pre-Closing Tax Period or (c) arise as a result of a change after the Closing Date in any accounting policy, any tax reporting practice or the amount length of taxes paid by the Indemnified Party or any accounting period for Tax purposes of any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefitAcquired Companies. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount9.5.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 9.02 by the Indemnifying Party shall be net of any (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other person Person alleged to be responsible therefor, and (ii) any net tax Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.19.02; provided that (x) no such reduction for such tax Tax benefit shall occur prior to the time at which such tax Tax benefit is actually realized and (y) to the extent that such net tax Tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 9.02 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.19.02), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit Tax Benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax Tax benefit to the extent that, and at such time as, the amount of taxes Taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes Taxes that such persons Persons would have been required to pay but for the tax Tax benefit. In computing the amount of any such tax Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.19.02. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 this Article XIII by the Indemnifying Party Party, shall be net of any (i) amounts actually recovered or recoverable by the Indemnified Party under applicable any insurance policies or from any other person sources of indemnification or other Person alleged to be responsible therefor, and (ii) net tax benefit realized by the Indemnified Party arising from the incurrence or payment of any with respect to such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realizedLosses. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by If the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party Affiliate thereof receives any amounts under applicable any insurance policies, or from any other person sources of indemnification or any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, in each case, that was not taken into account under the immediately preceding sentence, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received or realized by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. The Indemnified Party shall use reasonable best efforts to collect any amounts available under any insurance policies or from any other sources of indemnification or such other Person alleged to have responsibility therefor. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include under this Article XIII (i) any Liability included in Closing Date Debt, Closing Working Capital or Closing Transaction Expenses as finally determined in accordance with Section 4.03 or (ii) except with respect to Fraud or to the extent such damages are actually recovered against a Buyer Indemnified Party pursuant to a Third-Party Claim, any punitive, consequential (except to the extent reasonably foreseeable), special or indirect damages. (c) An Indemnified Party shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate and otherwise minimize its Losses to the maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to any Losses.

Calculation of Losses. (a) The amount of any Losses payable Loss for which indemnification is provided under Section 4.1 by the Indemnifying Party this Article VIII shall be net of any (i) amounts recovered or recoverable increased to take account of any net Tax cost incurred by the Indemnified Party under applicable insurance policies or indemnified party arising from any other person alleged to be responsible therefor, the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax Tax benefit realized by the Indemnified Party indemnified party arising from the incurrence or payment of any such Losses during a taxable year that includes Loss. In computing the amount of any such Tax cost or precedes Tax benefit, the taxable period in which indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment in respect hereunder or the incurrence or payment of any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such Loss is due under Section 4.1; provided that net Tax cost (xincluding gross-up) no such reduction for such tax or net Tax benefit shall occur prior to only after the time at which such tax benefit is indemnified party has actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect cost or benefit. For purposes of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1)this Agreement, the Indemnified Party shall reimburse the an indemnified party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “"actually realized” " a net tax Tax cost or a net Tax benefit to the extent that, and at such time as, the amount of taxes paid Taxes payable by such indemnified party is increased above or reduced below, as the Indemnified Party or any of its Affiliates is reduced below case may be, the amount of taxes Taxes that such persons indemnified party would have been be required to pay but for the tax benefit. In computing receipt of the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction indemnity payment or credit before recognizing any items arising from the incurrence or payment of such Loss. Any offset made against any Losses Receivable based upon or arising from any liability of Seller that Purchaser has not expressly agreed to assume pursuant to Section 1.03(a) shall be a Loss for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amounthereunder.

Calculation of Losses. In calculating any amount due under this Article VIII, Article VII or Annex B in respect of Losses, Losses shall be (i) reduced by (a) The amount of any Losses payable under Section 4.1 by the Indemnifying Party shall be net of any (i) amounts actually recovered or recoverable by the Indemnified Party from third parties or under applicable insurance policies or indemnification or similar agreements, net of any deductible or increase in insurance premiums resulting from such insurance claim or any other person alleged to be responsible therefor, reasonable and necessary out-of-pocket expense incurred by the Indemnified Party in obtaining such recovery and (iib) net tax any Tax benefit actually realized by the Indemnified Party or its Affiliates arising from in connection with the accrual, incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (yii) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid increased by any additional Tax cost incurred by the Indemnified Party or any of its Affiliates is reduced below arising from the amount receipt of taxes that payments of any such persons would have been required to pay but for the tax benefitLosses hereunder. In computing the amount of any such tax Tax cost or Tax benefit, the Indemnified Party or its Affiliates shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items item arising from the receipt of any indemnification payment hereunder or the incurrence or payment of any Losses for indemnified Loss; provided, that, if a Tax cost or Tax benefit is not realized in the taxable period during which an Indemnifying Party makes an indemnification is provided under Section 4.1. If payment or the Indemnified Party or its Affiliates incurs or pays any Loss, the parties hereto shall thereafter make payments to one another at the end of each subsequent taxable period to reflect the net Tax costs and Tax benefits realized by the parties hereto in each such subsequent taxable period. If an Indemnified Party or its Affiliates receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to such recovery after an indemnification payment by the Indemnifying PartyParty has been made, then such Indemnified Party or its Affiliates shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net Party or its Affiliates. In the event of the occurrence of any expenses incurred Losses, an Indemnified Party shall use its commercially reasonable efforts to seek recovery under any and all available third-party insurance policies with respect to such Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article VIII or in respect of Losses under Article VII or Annex B (provided, for the avoidance of doubt, that any such party may seek indemnification under this Agreement prior to or contemporaneously with any such mitigation efforts). No Indemnified Party shall be responsible for Losses of the Indemnified Party to the extent caused by unlawful conduct of such Indemnified Party Party. For purposes of calculating the amount of any Loss hereunder in collecting respect of a representation or warranty made in this Agreement that is not true, any Material Adverse Effect or materiality qualifier in the applicable representation or warranty shall not be taken into account for such amount.purpose (but, for the avoidance of doubt, shall be taken into account when determining whether or not a representation or warranty made in this Agreement is true). For the avoidance of doubt, in relation to Annex B, this Section 8.6 shall apply solely to paragraph 2.3 of Annex B.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 this ARTICLE XI by the Indemnifying Party shall be net of take into account any (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other person Person alleged to be responsible therefor, therefor and (ii) net tax benefit the Tax Benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (yiii) to any Tax payable as a result of the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made receipt or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount accrual of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or indemnity payment of any Losses for which indemnification is provided under Section 4.1hereunder. If the Indemnified Party actually receives any amounts under applicable insurance policies, or from any other person Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. The Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage or from such other party alleged to have responsibility therefor prior to making any claim for indemnification under this ARTICLE XI to the extent recovery under such coverage or from such other party is reasonably likely to be successful; provided, that the Indemnified Party shall not be required to institute any suit, claim or action to collect any such amounts as a condition to making any claim for indemnification under this ARTICLE XI. If an Indemnified Party receives an amount under insurance coverage or from such other party subsequent to any indemnification provided by an Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for amounts paid by the Indemnifying Party.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 9.2 by the applicable Indemnifying Party shall be net of any (i) amounts recovered or recoverable by the Indemnified Party or its Affiliates under applicable insurance policies or from any other person Person alleged to be responsible therefor, and (ii) net tax Tax benefit actually realized in a Post-Closing Tax Period by the Indemnified Party or its Affiliates arising from the incurrence or payment of any such Losses during a with respect to the taxable year that includes of incurrence or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefitLosses. In computing the amount of any such tax Tax benefit, the Indemnified Party shall be deemed to recognize fully utilize, at the highest applicable marginal Tax rate then in effect, all other items of income, gain, loss, deduction or credit before recognizing any Tax items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1indemnified Losses. If the Indemnified Party (x) receives any amounts under applicable insurance policies, or from any other person Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount or (y) realizes any net Tax benefit subsequent to an indemnification payment by the Indemnifying Party that was not previously taken into account in the indemnification payment, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such net Tax benefit (as computed pursuant to this Section 9.6), net of any out-of-pocket expenses incurred by such Indemnified Party in collecting such amount.

Calculation of Losses. (a) The amount of any Losses payable Loss for which indemnification is provided under Section 4.1 by the Indemnifying Party this Article VIII shall be net of any (i) amounts actually recovered or recoverable by the Indemnified Party indemnified party under applicable insurance policies or with respect to such Loss and shall be (a) increased to take account of any net Tax cost incurred by the indemnified party arising from any other person alleged to be responsible therefor, the receipt of indemnity payments hereunder (grossed up for such increase) and (iib) reduced to take account of any net tax Tax benefit realized by the Indemnified Party indemnified party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefitLoss. In computing the amount of any such tax Tax cost or Tax benefit, the Indemnified Party indemnified party shall be deemed to recognize all other items of income, gain, loss, loss deduction or credit before recognizing any items item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. The amount of the Loss arising out of any item included as a liability in calculating Closing Working Capital shall be calculated net of the amount so included. The amount of the Loss arising out of any reduction in value of any Current Asset acquired at the Closing shall be calculated net of the reported value of such Current Asset used in calculating Closing Working Capital. Losses shall not be limited to matters asserted by third parties, but includes Losses incurred or sustained by an indemnified party (as defined below) in the absence of third party claims. Payments by an indemnified party of amounts for which indemnification such indemnified party is provided indemnified hereunder shall not be a condition precedent for recovery under Section 4.1. If the Indemnified Party receives this Article VIII; PROVIDED, HOWEVER, that if an indemnified party subsequently is paid any portion of such amounts under applicable insurance policiesby a third party, or from that any other person alleged to be responsible for any Losses, subsequent to an indemnification payment such portion (net of reasonable costs incurred by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party indemnified party in connection with providing obtaining such indemnification payment up amount) shall be paid to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountindemnifying party.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 this Article XI by the Indemnifying Party shall be net of any (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies (but not including (y) any self-insurance of Parent or an Affiliate of Parent (including any Acquired Company), or (z) any insurance policy under which the Company Subsidiary is the insurer to Parent or an Affiliate of Parent (including any Acquired Company)) or from any other person Person alleged to be responsible therefor, therefor and (ii) net tax benefit the reduction in Taxes realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1Losses. If the Indemnified Party receives any amounts under such applicable insurance policies, policies or from any other person Person alleged to be responsible for any Losses, Losses or realizes a reduction in Taxes attributable to a Loss subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or made, expense incurred or reduction in Taxes realized by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by or realized by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. The Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage or from such other Person alleged to have responsibility therefore, provided that the Indemnified Party shall have the right to seek, claim and collect indemnification under this Article XI without first being required to assert any claim, right or remedy with respect to such insurance coverage or other Persons. The Indemnifying Party shall be subrogated to all rights of the Indemnified Party in respect of any Losses indemnified by the Indemnifying Party.

Calculation of Losses. (a) The amount of any Losses In calculating amounts payable under Section 4.1 by the Indemnifying Party shall be net of any (i) amounts recovered or recoverable by the to an Indemnified Party under applicable insurance policies or from any other person alleged pursuant to be responsible therefor, and (ii) net tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time asthis Article VII, the amount of taxes paid the indemnified Losses shall be determined without duplication of any other Loss for which an indemnification claim has been made under any other representation, warranty, covenant or obligation and shall be computed net of any Tax benefit (whether in the form of reduced Taxes payable, increased rights to Tax refunds or otherwise) realized or realizable by the Indemnified Party or any of its Affiliates is reduced below with respect to such Losses. The Indemnified Parties shall use reasonable best efforts to realize any Tax benefit with respect to such Losses. If an Indemnified Party realizes a Tax benefit with respect to Losses at any time subsequent to any indemnification provided pursuant to this Article VII (and provided such Tax benefit was not taken into account in determining the amount that the Indemnifying Party was required to pay to the Indemnified Party hereunder in connection with such Losses by reducing the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Partypayment), then such Indemnified Party shall promptly reimburse the applicable Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the such amount received by the Indemnified Party, net of any expenses incurred realized by such Indemnified Party (but in collecting such amountno event in excess of the amount paid by the Indemnifying Party in connection with the indemnification claim giving rise thereto). Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Parent Indemnified Party be entitled to indemnification pursuant to this Article VII with respect to any liability that is accrued (and then only to the extent thereof) on the Final Statement or any amount that was the subject of a dispute submitted to, and resolved by, the Accounting Firm pursuant to Section 1.5 or that was resolved by the Parties pursuant to Section 1.5, or that was otherwise taken into account in the calculation of the Final Merger Consideration.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 by the Indemnifying Loss for which indemnification is provided to any Indemnified Party pursuant to this Article VIII shall be calculated giving effect to (net of any of) (i) any amounts actually recovered by such Indemnified Party under any insurance policies with respect to such Loss or recoverable from any third-party; (ii) any amounts accrued or reserved for on the Company Financial Statements; and (iii) the amount of any Tax benefits actually realized by such Indemnified Party (or its affiliates) with respect to such Loss (each, a “Loss Reduction Amount”). If the amount of any Loss incurred by an Indemnified Party for which an indemnification payment has been made at any time prior to the final distribution of the Escrow Account is reduced by a Loss Reduction Amount, the amount of such Loss Reduction Amount (less any costs, expenses or premiums incurred in connection therewith) shall promptly be repaid by the Indemnified Party under applicable insurance policies or from any other person alleged to be responsible therefor, and (ii) net tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to Indemnifying Party. For the extent that such net tax benefit is actually realized after the date on which payment in respect avoidance of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1)doubt, the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The acknowledge and agree that an Indemnified Party shall be deemed to have “actually realized” a net tax Tax benefit to the extent that, and at such time as, the amount of taxes paid Taxes payable by the such Indemnified Party or any of its Affiliates is reduced below the amount of taxes Taxes that such persons Indemnified Party would have been be required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1such indemnified amount, taking into account all other expenses, deductions or credits prior to the indemnifiable Loss. If Upon making a full indemnity payment, the Indemnifying Party shall, to the extent of such indemnity payment, be subrogated to all rights of the Indemnified Party receives against any amounts under applicable insurance policies, or from third-party in respect of the Loss to which the indemnity payment relates. The Company Indemnifying Parties shall not have any other person alleged obligation to be responsible for indemnify any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Parent Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up Loss, to the amount received by extent such Loss was included as a Liability in the Indemnified Party, net calculation of any expenses incurred by such Indemnified Party in collecting such amountthe Net Merger Consideration pursuant to Article II as reflected on the Final Allocation Schedule.

Calculation of Losses. (a) The amount of any Losses payable Loss for which indemnification is provided under Section 4.1 by the Indemnifying Party 9.02 or Section 9.03 shall be net of any (i) amounts actually recovered or recoverable by the Indemnified Party under applicable insurance policies (after reduction for any costs or from any other person alleged expenses incurred in connection therewith, including, retrospective and prospective premium adjustments, experience-based premium adjustments) with respect to be responsible thereforsuch Loss, and (ii) shall be reduced to take account of any net tax Tax benefit realized by of the Indemnified Party arising from the incurrence occurrence or payment of any such Losses during Loss which is actually recognized via a taxable reduction of income Tax liability that would have otherwise been due in the tax year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that claimed (xor, if applicable, in a prior year as a result of a carryback) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse Party's federal and state income tax returns or within the party or parties obligated to indemnify such Indemnified Party in respect four (4) succeeding tax years of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefitParty. In computing the amount of any such tax net Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items item arising from the receipt or accrual of the right to receive any indemnity payment under Section 9.02 or Section 9.03 or the incurrence or payment of any Losses for which indemnification is provided under Section 4.1indemnified Loss. If Further, if a net Tax benefit results in a tax year after the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by tax year the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received loss was originally claimed by the Indemnified Party, the net Tax benefit shall be computed by computing the present value thereof using a discount rate of any expenses incurred by such ten percent (10%). Any indemnity payment under Section 9.02 or Section 9.03 shall be treated as an adjustment to the Purchase Price for Tax purposes, unless a final determination with respect to the Indemnified Party in collecting or any of its Affiliates causes any such amountpayment not to be treated as an adjustment to such price for federal income Tax purposes.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 this Article X by the Indemnifying Party shall be (i) net of any (i) amounts actually recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other person Person alleged to be responsible therefor, and (iiii)(a) increased to take account of any net tax Tax cost actually incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase), and (b) reduced to take account of any net Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefitindemnified amount. In computing the amount of any such tax 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 items item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any Losses for which indemnification is provided under Section 4.1indemnified amount. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any direct, out‑of‑pocket expenses reasonably incurred by such Indemnified Party in collecting such amount. The Indemnified Party shall use Reasonable Efforts to collect any amounts available under such insurance coverage or from such other Person alleged to have responsibility therefor. 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. Nothing in this Section 10.6 requires any Indemnified Party to carry any particular type or amount of insurance coverage.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 this Article VIII by the Indemnifying Party shall be net of any (i) amounts recovered or recoverable by Loss Tax Benefit inuring to the Indemnified Party under applicable insurance policies or from any other person alleged to be responsible therefor, and (ii) net tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect on account of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1Loss. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person Person alleged to be responsible for any Losses, subsequent then (i) if no indemnification payments by or on behalf of an Indemnifying Party have been made with respect to such Losses, the amount of such Losses shall be reduced by such amounts received under insurance policies or from another Person, net of any costs and expenses (including reasonable fees and expenses of attorneys), deductibles, retentions, or increase in premiums incurred in connection with or as a result of collecting such proceeds or other recoveries, and (ii) if an indemnification payment by or on behalf of an Indemnifying Party has been made with respect to such Losses, and such amounts received under such insurance policies or from another Person together with such indemnification payment are collectively in excess of the Indemnifying Partyamount of such indemnifiable Losses, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any who made such payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the lesser of (A) the amount received by the Indemnified Partyof such excess, net of any costs and expenses (including reasonable fees and expenses of attorneys), deductibles, retentions, or increase in premiums incurred in connection with or as a result of collecting such proceeds or other recoveries, and (B) the amount paid by such Indemnitor to the Indemnitee with respect to such Losses. The Indemnified Party in collecting shall use reasonable efforts to collect any amounts available under such amountinsurance coverage. If the Indemnified Party receives a Loss Tax Benefit after an indemnification payment is made to it, the Indemnified Party shall promptly pay to the Person or Persons that made such indemnification payment the amount of such Loss Tax Benefit at such time or times as and to the extent that such Loss Tax Benefit is actually received or realized by the Indemnified Party and has not been previously applied to reduce the amount of the related Loss. No Indemnifying Party shall have any right to subrogate to any claim any Indemnified Party may have against any third party.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 ‎Section 8.02 by the Indemnifying Party shall be net of any reduced by (i) any amounts recovered or recoverable by the Indemnified Party under applicable insurance policies (after deducting any Taxes, reasonable costs and expenses relating to such recovery and directly related increases in the future premiums payable under such insurance policies) or from any indemnity, contribution, or other person alleged to be responsible thereforsimilar payment actually received by the Indemnified Person (or its Affiliates) from any third parties (other than the Indemnifying Party) in respect of any such Claim, and (ii) any net tax Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses to the extent such net Tax benefit has generated for the Indemnified Party an actual cash saving during a the same taxable year that includes as the one during which the Loss occurs or precedes during the four (4) taxable period in which payment in respect of years immediately following such Loss is due under Section 4.1taxable year; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit actual cash savings is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 ‎Section 8.02, and (but during a taxable year that includes y) to the extent there are no outstanding amounts owed, due, or precedes otherwise payable by any of the taxable period in which payment in respect Sellers to any of such Loss is due the Purchaser or any of its Affiliate under Section 4.1)this Agreement, the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time or times at which such tax benefit cash saving is actually realized; provided, further, where an actual cash saving is realized in the conditions set in the preceding clause (x) but the requirement in the preceding clause (y) is not met, the Indemnified Party shall only reimburse the Indemnifying Parties once the remaining amounts that have been determined to be due and payable to the Purchaser under this Agreement have been definitely settled. The Indemnified Party shall be deemed to have “actually realized” a net tax Tax benefit to the extent that, and at such time as, the amount of taxes Taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes Taxes that such persons Persons would have been required to pay but for the tax Tax benefit. In computing the amount of any such tax Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1‎Section 8.02). If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, Party net of any expenses incurred by such Indemnified Party in collecting such amount.

Calculation of Losses. (a) The For purposes of determining the extent of and limitations on indemnification under this Section 8.4, the amount of any Losses payable under Section 4.1 by the Indemnifying Party shall that may be subject to indemnification hereunder will be determined net of any (i) the sum of any amounts recovered or recoverable actually received by the Indemnified Party under applicable insurance policies with respect to such Loss (it being understood that neither the Buyer nor the Company shall be under any obligation to file any insurance claim relating to such Losses; provided, however, that if the Company has occurrence based insurance coverage in place with respect to pre-Closing periods the premium for which was paid by Seller or from the Company, and the Company or Buyer does not wish to file any other person alleged such insurance claim with respect to be responsible thereforsuch policy, Buyer will promptly notify Seller of such determination and shall, to the extent consistent with the terms of the underlying policies, assign to Seller any rights of the Company to pursue any claim under such policy relating to such Losses; provided, further that Seller shall have no right to access the insurance coverage of the Company or the Buyer with respect to any insurance coverage (occurrence based or claims-made) that is in effect on or after the Closing), and (ii) net tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize Tax benefit (after first taking into account all other items of income, gain, loss, deduction or credit before recognizing of such Indemnified Party or group) actually realized by the Indemnified Party (or any items arising from consolidated, combined or unitary group of which the incurrence Indemnified Party is also a member) attributable to the accrual or payment of such Loss to the extent that such Loss is deductible; such Tax benefit shall be based on the post-Closing Tax position of the Company and shall be certified by a senior manager or partner of an accounting firm representing the Company. In the event that any Tax benefit that has actually reduced Losses for which under this Section 8.4(b) is disallowed, the Seller shall promptly (i) repay to the Buyer an amount equal to the sum of (ii) the Tax benefit disallowed and (iii) the amount of interest actually paid by the Buyer to a Taxing Authority on account of the disallowance of such Tax benefit. Buyer will not be entitled to any indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up Loss to the amount extent that the Buyer has recovered such Loss (or has otherwise received by an equivalent economic benefit) through the Indemnified Party, net of any expenses incurred by such Indemnified Party Net Working Capital purchase price adjustment provided for in collecting such amountSection 1.4 above.

Calculation of Losses. In calculating any amount due hereunder in respect of Losses, Losses shall be reduced by (a) The amount of any Losses payable under Section 4.1 by the Indemnifying Party shall be net of any (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies policies, under any indemnification or similar agreements, or from any other person Person alleged to be responsible thereforfor any Losses or other rights of recovery with respect to such Losses, net of any deductible or any other reasonable and necessary out-of-pocket expense incurred by the Indemnified Party in obtaining such recovery and (iib) net tax benefit any Tax benefit, saving or reduction in Taxes actually realized by the Indemnified Party arising from or its Affiliates, attributable to the accrual, incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realizedLosses. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the If an Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of receives or actually realizes, as applicable, any such tax recovery or Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction saving or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to reduction in Taxes after an indemnification payment by the Indemnifying PartyParty has been made, then such Indemnified Party or its Affiliates shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received or actually realized by the Indemnified PartyParty or its Affiliates; provided, net however, that such reimbursement shall be required only to the extent that such Tax benefit, saving or reduction in Taxes results in a cash Tax savings both (i) to the Company Group on a stand-alone basis and (ii) to any affiliated, consolidated, combined, unitary or similar group in which the members of the Company Group are included. In the event of the occurrence of any Losses, an Indemnified Party shall use commercially reasonable efforts to seek recovery under any and all available third party insurance policies or third party indemnification obligations or other rights of recovery with respect to such Losses; provided, that, if an Indemnified Party is denied recovery under any third party insurance policy, the rights of such Indemnified Party to seek indemnification under this Agreement shall not be affected; provided, further, that (i) if an Indemnified Party reasonably determines that it will incur material out-of-pocket costs or expenses in connection with seeking any such recovery, such Indemnified Party shall be required to pursue such recovery only if the Indemnifying Party agrees to bear such costs and expenses, (ii) an Indemnified Party shall be required to commence or defend a Proceeding in connection with seeking any such recovery if the Indemnifying Party agrees to bear the out-of-pocket costs and expenses incurred by such the Indemnified Party (including all fees and expenses of counsel) in collecting connection with such amountProceeding and (iii) if elected by the Indemnifying Party and to the extent permitted under the applicable policy, agreement or right, the Indemnified Party shall assign the rights to recovery under such policy, agreement or right to the Indemnifying Party, in which case the Indemnifying Party may pursue recovery under such policy, agreement or right at its cost and expense.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 this ARTICLE VII by the Indemnifying Party shall be net of any (i) amounts actually recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other person Person alleged to be responsible therefor, therefor and (ii) net tax benefit realized the Tax Benefits actually recognized by the Indemnified Party arising from the incurrence or payment of any such Losses during a in the taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to or the time at which such tax benefit is succeeding taxable year. For the avoidance of doubt, Tax Benefits actually realized and (y) to the extent that such recognized does not include any increase in any net tax benefit is actually realized after the date on which payment in respect operating loss of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the any Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for increase in the tax benefit. In computing the amount basis of any such tax benefitasset held by, the or other Tax attribute of, any Indemnified Party shall be deemed to recognize all other items of incomeuntil such Tax attribute actually results in a refund, gain, loss, deduction credit for overpayment or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1reduction in Tax payments. If the Indemnified Party receives a Tax Benefit or any amounts under applicable insurance policies, or from any other person Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to in the amount received by the Indemnified Party, net of any expenses reasonably incurred by such Indemnified Party in collecting such amountamount (including any deductible amounts, attorney’s fees and any increased insurance premiums). If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses and the Indemnified Party could have recovered all or a part of such Losses from a third party based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against such third party as are necessary to permit the Indemnifying Party to recover from such third party the amount of such indemnification payment.

Calculation of Losses. (a) The amount of any Losses payable under Loss for which indemnification is provided in clause (i), (ii), (iii), (iv) or (v)(A) of Section 4.1 by the Indemnifying Party 13.01(a) of this Agreement or clause (i), (ii), (iii), (iv) or (v)(A) of Section 13.02(a) of this Agreement shall be net of any amounts actually recovered by the indemnified party under the True Insurance Policies (as such term is defined in the ATCA) with respect to such Loss; provided, however, that the indemnified party shall not have any obligation to seek any such recovery under any True Insurance Policy. The amount of any Loss for which indemnification is provided pursuant to Section 13.01(a) or Section 13.02(a) of this Agreement shall be (i) amounts recovered or recoverable increased to take account of any net Tax cost incurred by the Indemnified Party under applicable insurance policies indemnified party arising from the receipt or from any other person alleged to be responsible therefor, accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit Tax Benefit (as defined in the ATCA) realized by the Indemnified Party indemnified party arising from the incurrence or payment deductibility of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefitLoss. In computing the amount of any such tax benefitTax cost or Tax Benefit, the Indemnified Party indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items item arising from the incurrence receipt or payment accrual of any Losses for which indemnification is provided under Section 4.1indemnity payment hereunder or the deductibility of any indemnified Loss. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an Any indemnification payment by hereunder shall initially be made without regard to clauses (i) and (ii) in the Indemnifying Partysecond sentence of this Section 13.03, then and shall be increased or reduced to reflect any such Indemnified Party net Tax cost (including gross-up) or net Tax Benefit only after the indemnified party has actually realized such cost or benefit. For purposes of this Agreement, an indemnified party shall promptly reimburse be deemed to have “actually realized” a net Tax cost or a net Tax Benefit to the Indemnifying Party for any payment made or expense incurred extent that, and at such time as, the amount of Taxes payable by such Indemnifying Party in connection indemnified party is increased above or reduced below, as the case may be, the amount of Taxes, that such indemnified party would be required to pay but for the receipt or accrual of the indemnity payment or the deductibility of such Loss, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with providing such indemnification payment up respect to the amount received by indemnified party’s liability for Taxes, and payments between the Indemnified Party, net of any expenses incurred by indemnified party and the indemnifying party to reflect such Indemnified Party in collecting such amountadjustment shall be made if necessary.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 this ARTICLE X by the Indemnifying Party shall be net of any (i) amounts recovered or recoverable net proceeds realized by and paid to the Indemnified Party under its applicable insurance policies (determined after giving effect to the net present value (utilizing a discount rate equal to the short-term applicable federal rate as set forth in Section 1274(d) of the Code for the month in which any such payment of insurance proceeds is received the Indemnified Party), as determined by the Indemnified Party, of the aggregate future incremental premium costs incurred by the Acquired Companies as a consequence of any such Loss and/or of any such payment of insurance proceeds related to any such Loss) or from any other person Person alleged to be responsible therefortherefor (determined after giving effect to any increased costs to the Indemnified Party resulting therefrom), and (ii) net tax the Tax benefit as and when realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1Losses. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person Person alleged to be responsible for any LossesLosses described in clause (i) of the preceding sentence, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses reasonably incurred by such Indemnified Party in collecting such amount. The Indemnified party shall use Reasonable Efforts to collect any amounts available under such insurance coverage or from such other party reasonably alleged to have responsibility therefor (so long as the Indemnified Party has a direct cause of action against such other party).

Calculation of Losses. The amount of the Loss of an Indemnified Party as to which indemnification exists under this Agreement shall be calculated by taking into account (a) The amount the present value, based on a discount rate equal to the mid-term applicable federal rate as determined under Section 1274(d) of the Code at the time, of any Losses payable under Section 4.1 Tax benefit actually realized by such Indemnified Party (as defined below) in connection with or as a result of the Indemnifying Party shall be net occurrence of such Loss to the extent the present value of such Tax benefit exceeds the present value of any Tax to be paid by such Indemnified Party in connection with the indemnification proceeds, (b) any insurance proceeds actually received by such Indemnified Party (and not applied by such Indemnified Party on an equitable basis against any portion of a Loss that is not indemnified hereunder) and increased insurance costs incurred in connection with or as a direct result of the occurrence of such Loss, (c) any indemnification proceeds received by Details Holdings or such Indemnified Party (including proceeds from the indemnification provisions described in Section 4.9 and the indemnification provisions set forth in (i) amounts recovered or recoverable the Amended and Restated Recapitalization Agreement dated as of October 4, 1997 by and among DI Acquisition Corp., Details Holdings and the Indemnified Party under applicable insurance policies or from any other person alleged to be responsible therefor, stockholders listed on Schedule 1 thereto and (ii) net tax benefit realized by the Indemnified Party arising Cuplex Agreement) and (d) if such Loss results from the incurrence diminution in value of such Indemnified Party's equity interest in Details Holdings, such Loss shall be calculated based on such Indemnified Party's fully diluted equity interest in Details Holdings at the later of the business day after the Closing Date or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of date such Loss is due under incurred. If the amount to be netted pursuant to this Section 4.1; provided that (x) no such reduction for such tax benefit 6.3 against any payment by an Indemnifying Party of any amount otherwise required to be paid pursuant to this Article VI shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1)be undetermined, the Indemnified Party shall reimburse the party or parties obligated repay to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then promptly after such Indemnified Party shall promptly reimburse the determination, any amount that Indemnifying Party would not have had to pay (or, in the case of a payment by Details Holdings pursuant to section 6.5(a), surrender to Details Holdings for any cancellation shares of Class L Stock Details Holdings would not have had to issue) pursuant to this Article VI had such determination been made at the time of such payment made (or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountissuance).

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 10.1 and 10.2 by the Indemnifying Party shall be net of any (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other person alleged to be responsible therefor, and (ii) net tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated use commercially reasonable efforts to indemnify collect any amounts available under such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realizedinsurance policies. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. (b) If the Indemnified Party receives any amounts an amount under applicable insurance policies, coverage or from a third party with respect to Losses at any other person alleged to be responsible for any Losses, time subsequent to an any indemnification payment provided by the Indemnifying PartyParty pursuant to Section 10.1 and 10.2, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the such amount received by the such Indemnified Party, but net of any expenses incurred by such Indemnified Party in collecting such amount.. (c) In no event shall either the Buyer Parties or the Seller Parties be liable to the other party for any consequential damages unless such amounts are actually paid or awarded in connection with a Third Party Claim. (d) The parties hereto shall treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all purposes, including Tax purposes, unless required by law to treat such payment as other than an adjustment to the Purchase Price. 45 <PAGE> (e) The parties shall take into account the time value of money (using a variable rate equal to the prime rate of interest as published in the Money Rates section of the Wall Street Journal) in determining Losses for purposes of this Article X beginning the day after notice of an indemnification claim is made. 10.5 Survival of Representations and Warranties of the Seller Parties. Absent fraud by the Seller Parties (as determined by a court of law) all representations and warranties made by the Seller Parties in this Agreement shall survive the Closing for a period of two (2) years after the Closing Date, except for (a) the representations and warranties contained in Sections 2.29 and 2.19 which shall survive for one (1) month after the maximum period permitted by law and (b) the representations and warranties contained in Section 2.28, which shall survive indefinitely; provided, however, that any representation, warranty, covenant or agreement pertaining to a claim for which Buyers shall have given written notice to the Seller Parties describing in reasonable detail the facts relating to such claim on or prior to the expiration of the applicable period specified above shall survive (solely for the purpose of resolving such claim) until the resolution of such claim. 10.6

Calculation of Losses. (a) The amount of any Losses payable under Loss for which indemnification is provided in clause (i), (ii), (iii), (iv) or (v)(A) of Section 4.1 by the Indemnifying Party 13.01(a) of this Agreement or clause (i), (ii), (iii), (iv) or (v)(A) of Section 13.02(a) of this Agreement shall be net of any amounts actually recovered by the indemnified party under the True Insurance Policies (as such term is defined in the ATCA) with respect to such Loss; provided, however, that the indemnified party shall not have any obligation to seek any such recovery under any 110 True Insurance Policy. The amount of any Loss for which indemnification is provided pursuant to Section 13.01(a) or Section 13.02(a) of this Agreement shall be (i) amounts recovered or recoverable increased to take account of any net Tax cost incurred by the Indemnified Party under applicable insurance policies indemnified party arising from the receipt or from any other person alleged to be responsible therefor, accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit Tax Benefit (as defined in the ATCA) realized by the Indemnified Party indemnified party arising from the incurrence or payment deductibility of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefitLoss. In computing the amount of any such tax benefitTax cost or Tax Benefit, the Indemnified Party indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items item arising from the incurrence receipt or payment accrual of any Losses for which indemnification is provided under Section 4.1indemnity payment hereunder or the deductibility of any indemnified Loss. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an Any indemnification payment by hereunder shall initially be made without regard to clauses (i) and (ii) in the Indemnifying Partysecond sentence of this Section 13.03, then and shall be increased or reduced to reflect any such Indemnified Party net Tax cost (including gross-up) or net Tax Benefit only after the indemnified party has actually realized such cost or benefit. For purposes of this Agreement, an indemnified party shall promptly reimburse be deemed to have “actually realized” a net Tax cost or a net Tax Benefit to the Indemnifying Party for any payment made or expense incurred extent that, and at such time as, the amount of Taxes payable by such Indemnifying Party in connection indemnified party is increased above or reduced below, as the case may be, the amount of Taxes, that such indemnified party would be required to pay but for the receipt or accrual of the indemnity payment or the deductibility of such Loss, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with providing such indemnification payment up respect to the amount received by indemnified party’s liability for Taxes, and payments between the Indemnified Party, net of any expenses incurred by indemnified party and the indemnifying party to reflect such Indemnified Party in collecting such amountadjustment shall be made if necessary.

Calculation of Losses. (a) The amount of any Losses payable Loss for --------------------- which indemnification is provided under Section 4.1 by the Indemnifying Party this Article VIII shall be net of any (i) amounts recovered or recoverable increased to take account of any net Tax cost incurred by the Indemnified Party under applicable insurance policies or indemnified party arising from any other person alleged to be responsible therefor, the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax Tax benefit realized by the Indemnified Party indemnified party arising from the incurrence or payment of any such Losses during a taxable year that includes Loss. In computing the amount of any such Tax cost or precedes Tax benefit, the taxable period in which indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment in respect hereunder or the incurrence or payment of any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such Loss is due under Section 4.1; provided that net Tax cost (xincluding gross-up) no such reduction for such tax or net Tax benefit shall occur prior to only after the time at which such tax benefit is indemnified party has actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect cost or benefit. For purposes of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1)this Agreement, the Indemnified Party shall reimburse the an indemnified party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realized. The Indemnified Party shall be deemed to have “"actually realized” " a net tax Tax cost or a net Tax benefit to the extent that, and at such time as, the amount of taxes paid Taxes payable by such indemnified party is increased above or reduced below, as the Indemnified Party or any of its Affiliates is reduced below case may be, the amount of taxes Taxes that such persons indemnified party would have been be required to pay but for the tax benefit. In computing receipt of the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction indemnity payment or credit before recognizing any items arising from the incurrence or payment of such Loss. Any offset made against any Losses Receivable based upon or arising from any liability of Seller that Purchaser has not expressly agreed to assume pursuant to Section 1.03(a) shall be a Loss for which indemnification is provided under Section 4.1. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amounthereunder.

Calculation of Losses. (a) The amount of any Losses payable under Section 4.1 this Article XI by the Indemnifying Party shall be net of any (i) any amounts actually recovered or recoverable by the Indemnified Party under applicable insurance policies (including the R&W Insurance Policy) or from any other person Person alleged to be responsible therefor, calculated after giving effect to any applicable deductible or retention and any costs of recovery, including actual and anticipated premium increases (retroactive or otherwise), any reimbursement obligation and any other cost related to the applicable insurance claim, and (ii) net tax benefit the reduction in Taxes actually realized by the Indemnified Party or any Affiliate thereof arising from the incurrence or payment of any such Losses during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1; provided that (x) no such reduction for such tax benefit shall occur prior to the time at which such tax benefit is actually realized and (y) to the extent that such net tax benefit is actually realized after the date on which payment in respect of such Loss is made or deemed made under Section 4.1 (but during a taxable year that includes or precedes the taxable period in which payment in respect of such Loss is due under Section 4.1), the Indemnified Party shall reimburse the party or parties obligated to indemnify such Indemnified Party in respect of such Loss promptly following the time at which such tax benefit is actually realizedLosses. The Indemnified Party shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes paid by If the Indemnified Party or any of its Affiliates is reduced below the amount of taxes that such persons would have been required to pay but for the tax benefit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Losses for which indemnification is provided under Section 4.1. If the Indemnified Party Affiliate thereof receives any amounts under applicable insurance policiespolicies (including the R&W Insurance Policy), or from any other person Person alleged to be responsible for any LossesLosses or actually realizes a reduction in Taxes attributable to a Loss, subsequent to an indemnification payment by the Indemnifying Party, in each case that was not taken into account under the immediately preceding sentence, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred or reduction in Taxes actually realized by such Indemnifying Party in connection with providing such indemnification payment up to the amount actually received or realized by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. The Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage or from such other Person alleged to have responsibility therefor provided, that, for the avoidance of doubt, the Parent Indemnified Party is not required to assert any claims against the R&W Insurance Policy to the extent such claims are expressly excluded by the terms of the R&W Insurance Policy. Any reductions in Taxes taken into account under this Section 11.7(a) shall be deemed to equal twenty-five percent (25%) multiplied by the amount of Tax deductions recognized (or reasonably expected to be recognized) by the Indemnified Party or Affiliate thereof.