Common use of Indemnification Calculations Clause in Contracts

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII (an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c), a "Tax Benefit" to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c), a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c).

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII IX shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts its commercially reasonable efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII IX or under Section 5.4 (an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c9.1(d), a "Tax Benefit" to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from Claim, such amount to be determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant Taxing Authorityjurisdiction. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any lossesLosses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with before any other losses, deductions, credits or items. For the purposes of this Section 12.2(c)9.1(d, a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)Section. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)Section. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law.

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII IX shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnificationindemnification hereunder, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An Each indemnified party shall agrees to use Commercially Reasonable Efforts all reasonable best efforts to pursue seek all available insurance claims reimbursements in connection with respect to any Lossesmatters that are the subject of indemnification hereunder. If the amount with respect to which any claim is made under this Article XII IX or under Section 5.4 (an "“Indemnity Claim"”) gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c9.1(d), a "“Tax Benefit" ” to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of Losses incurred by the indemnified party for which the indemnification payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authorityis being made. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any lossesLosses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with after any other losses, deductions, credits or items. For the purposes of this Section 12.2(c9.1(d), a Tax Benefit is "“currently realizable" ” to the extent that such Tax Benefit can actually be realized in the current taxable period or year in which the indemnity payment is made or in any Tax Return with respect thereto (including through a carry back carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)Section. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)Section. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law.

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any ---------------------------------- claim is made under this Article XII X (an "Indemnity Claim") gives rise to a --------------- currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such the Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such any Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claimindemnity payment. For purposes of this Section 12.2(c)10.3, a "Tax Benefit" to a party means an amount by ----------- which the tax liability of such the party (or group of Affiliates corporations including such the party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authoritytaxing authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with last relative to any other losses, deductions, credits or items. For the purposes of this Section 12.2(c)10.3, a Tax Benefit is "currently realizable" to the extent it can be reasonably anticipated that such Tax Benefit can actually will be realized in the current taxable period or year or in any Tax Return tax return with respect thereto (including through a carry back carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)10.3. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) 10.3 and thus shall be paid subject to any applicable reductions under this Section 12.2(c)10.3.

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII IX shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnificationindemnification hereunder, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An Each indemnified party shall agrees to use Commercially Reasonable Efforts all reasonable best efforts to pursue seek all available insurance claims reimbursements in connection with respect to any Lossesmatters that are the subject of indemnification hereunder. If the amount with respect to which any claim is made under this Article XII IX or under Section 5.4 (an "“Indemnity Claim"”) gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c9.1(d), a "“Tax Benefit" ” to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of Losses incurred by the indemnified party for which the indemnification payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authorityis being made. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any lossesLosses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with after any other losses, deductions, credits or items. For the purposes of this Section 12.2(c9.1(d), a Tax Benefit is "“currently realizable" ” to the extent that such Tax Benefit can actually be realized in the current taxable period or year in which the indemnity payment is made or in any Tax Return with respect thereto (including through a carry back carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)Section. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)Section. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Aggregate Consideration, unless otherwise required by applicable Law.

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII ARTICLE IX shall be computed net of any insurance proceeds received by the indemnified party Indemnified Party (as defined below) in connection with such Losses. If an indemnified party Indemnified Party receives insurance proceeds in connection with Losses for which it has received indemnificationfull indemnification hereunder, such party shall refund to the indemnifying party Indemnifying Party (as defined below) the amount of such insurance proceeds when received, up to the amount of indemnification received, less any increases in insurance premiums that result from the making of such claim. If an Indemnified Party receives insurance proceeds in connection with Losses for which it has received partial indemnification hereunder, such party shall refund to the Indemnifying Party (as defined below) the amount of such insurance proceeds when received, in excess of the amount necessary to provide the Indemnified Party with a full recovery when combined with the partial indemnification hereunder, less any increases in insurance premiums that result from the making of such claim. An indemnified party Indemnified Party shall use Commercially Reasonable Efforts its commercially reasonable efforts to pursue insurance claims with respect to any Losses. If ; provided, however, that (a) the amount pendency of such pursuit shall not hinder, delay or reduce the payment obligations of the Indemnifying Party hereunder with respect to which any Loss, and (b) the reasonable costs and expenses associated with the pursuit of such insurance claim is made under shall be Losses hereunder. The Buyer and the Company agree to treat any amounts payable pursuant this Article XII (ARTICLE IX as an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) adjustment to the party making the claimPurchase Price, the indemnity payment shall be reduced unless a final determination by the amount of appropriate Taxing Authority or court causes any such Tax Benefit actually available payment not to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior an adjustment to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c), a "Purchase Price for Tax Benefit" to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c), a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)purposes.

Indemnification Calculations. (a) The amount of any Sellers' Losses or Buyer Losses for which ---------------------------- indemnification is provided under this Article XII Section 8 shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an Losses and the indemnified party receives must first seek coverage to the maximum extent under any insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to policy before the indemnifying party the amount of such insurance proceeds when received, up is obligated to provide indemnification to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Lossesunder this Section 8. If the payment or accrual by the indemnified party of the amount with respect to which any claim is made under this Article XII Section 8 (an "Indemnity Claim") gives would give rise to a current income tax deduction and thereby a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such the Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such any Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claimindemnity payment. For purposes of this Section 12.2(c)8.4, a "Tax Benefit" to a party means an amount by which the tax liability of such the party (or group of Affiliates corporations including such the party) is actually reduced as compared with the tax that would have been payable by such party but for the payment or accrual of the amount with respect to which the Indemnity Claim is made (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authoritytaxing authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c)8.4, a Tax Benefit is "currently realizable" to the extent it can be reasonably anticipated that such Tax Benefit can actually will be realized in the current taxable period or year or in any Tax Return tax return with respect thereto (including through a carry back carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)8.4. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) 8.4 and thus shall be paid subject to any applicable reductions under this Section 12.2(c)8.4.

Indemnification Calculations. (i) The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII IX shall be computed net of any third-party insurance proceeds and recoveries in respect of third party indemnification obligations actually received by the indemnified party in connection with such LossesLosses net of any increase in premiums or retroactive premium adjustment attributable to such recovery of insurance proceeds. If an indemnified party receives such insurance proceeds or indemnification recoveries in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts received net of any increase in premiums or retroactive premium adjustment attributable to pursue such recovery of insurance claims with respect to any Lossesproceeds. If the amount with respect to which any claim is made under this Article XII VIII (an "“Indemnity Claim"”) gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit an actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day ; provided, however, that such obligation of the month following indemnified party to refund to the year in which indemnifying party the amount of any Tax Benefit shall only apply to the extent that such Tax Benefit is realized. For actually realized within three (3) years following the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity ClaimClosing Date. For purposes of this Section 12.2(c9.1(c), a "“Tax Benefit" ” to a party means an amount by which the tax liability Tax Liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, including by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by), but not below zero, net of any increase in such party's tax liability ’s Tax Liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing AuthorityGovernmental Authority with responsibility for Taxes. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with any to be utilized after all other losses, deductions, credits or items. For the purposes of this Section 12.2(c)items have been completely utilized (i.e., a Tax Benefit is "currently realizable" to not actually realized until the extent that such relevant party actually pays less in Taxes than it otherwise would have paid without the supposed Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity ClaimBenefit). In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of for any related reduction previously allowed Taxes or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)Losses resulting from such disallowance.

Indemnification Calculations. (a) The amount of any Sellers’ Losses or Buyer Losses for which ---------------------------- indemnification is provided under this Article XII Section 8 shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. The amount of any Sellers’ Losses or Buyer Losses for which indemnification is provided under this Section 8 shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII Section 8 (an "“Indemnity Claim"”) gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such the Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such any Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claimindemnity payment. For purposes of this Section 12.2(c)8.3, a "“Tax Benefit" to a party ” means an amount by which the tax liability of such the party (or group of Affiliates entities including such the party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim otherwise plus any related interest received from the relevant Taxing Authoritytaxing authority. The amount of any Tax Benefit which shall reduce any Indemnity Claim pursuant to this Section 8.3 shall equal, (i) in the case of a deduction or reduction of income, profits or gains by virtue of an increased tax basis, or otherwise, the product of (x) the deduction or reduction of income profits or gains multiplied by (y) the highest marginal income tax rate paid by a corporation pursuant to Section 11(b) of the Code if such Indemnity Claim relates to the Assets other than the Parthenon Shares and the rate of mainstream corporation tax in the U.K. if such Indemnity Claim relates to the Parthenon Shares or (ii) in the case of a refund or credit, the full amount of such refund or credit. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c)8.3, a Tax Benefit is "“currently realizable" ” to the extent it can be reasonably anticipated that such Tax Benefit can actually will be realized in the current taxable period or year or in any Tax Return tax return with respect thereto (including through a carry back carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)8.3. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) 8.3 and thus shall be paid subject to any applicable reductions under this Section 12.2(c)8.3.

Indemnification Calculations. (a) The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII Agreement shall be computed net of any insurance proceeds (or other third-party indemnification proceeds) received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds (or other third-party indemnification) in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party Indemnifying Party the amount of such insurance proceeds when receivedpromptly after receipt thereof, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts its commercially reasonable efforts to pursue insurance claims with respect to any Losses. The Buyers shall surrender (and otherwise become subrogated) to the Sellers rights to the recovery on, and the conduct of any Tax Claims against the Sellers’ third-party indemnitors, but only if and when the Buyer has actually received full compensation from the Sellers in respect of the matter that is the subject of such claims. If the amount with respect to which any claim is made under this Article XII Agreement (an "“Indemnity Claim"”) gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent that such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives is reasonably expected to give rise to a material, subsequently realized Tax Benefit to the other party that made the claim, such party the indemnity payment shall refund to be reduced by the indemnifying party the amount reasonably estimated present value of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity ClaimBenefit. For purposes of this Section 12.2(c9.4(a), a "“Tax Benefit" ” to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from or its payment of the Liability giving rise to such Indemnity Claim, such amount to be determined at an assumed marginal rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant Taxing Authorityjurisdiction. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with after any other losses, deductions, credits or items. For the purposes of this Section 12.2(c), a Tax Benefit is "currently realizable" to the extent The parties agree that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or indemnification payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment Agreement shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject treated as an adjustment to any the Purchase Price, unless otherwise required by applicable reductions under this Section 12.2(c)Law.

Indemnification Calculations. (a) The amount of any Seller Losses or Buyer Losses for which ---------------------------- indemnification is provided under this Article XII Section 8.1 or 8.2, as applicable, shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII Section 8.1 or 8.2, as applicable (an "Indemnity Claim") gives rise to a currently realizable an actual Tax Benefit (as --------------- defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such the Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable an actual Tax Benefit, if the amount with respect to which such any Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claimindemnity payment. For purposes of this Section 12.2(c)8.3, a "Tax Benefit" to a party means an amount by ----------- which the tax liability of such the party (or group of Affiliates corporations including such the party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authoritytaxing authority. Where a party has other losses, deductions, credits or items available to it, the determination of any Tax Benefit from shall be calculated by comparing the tax liability of the indemnified party, computed without regard to any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with indemnity claim, to the tax liability of the indemnified party, computed after taking into account any other losses, deductions, credits or items. For the purposes of this Section 12.2(c), a Tax Benefit is "currently realizable" items relating to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claimindemnity claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)8.3. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) 8.3 and thus shall be paid subject to any applicable reductions under this Section 12.2(c)8.3.

Indemnification Calculations. (i) The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII VIII shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts commercially reasonable efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII VIII or under Section 6.5 (an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day business day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c8.1(c), a "Tax Benefit" to a party means an amount by which the tax liability of such party (or group of Affiliates affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c), a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c).or

Indemnification Calculations. (a) The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII IX shall be computed net of any third-party ---------- insurance proceeds and recoveries in respect of third party indemnification obligations actually received by the indemnified party or parties seeking indemnification (the "Indemnified Party") in connection with such Losses. The Indemnified ----------------- Party shall use commercially reasonable efforts to obtain recovery in respect of any Losses from any insurer or other third party indemnity in respect of such Losses. If an indemnified party Indemnified Party receives such insurance proceeds or indemnification recoveries in connection with Losses for which it has received indemnificationindemnification hereunder, such party shall refund to the indemnifying party or parties that have provided indemnification hereunder (the "Indemnifying Party") the ------------------ amount of such insurance proceeds or recovery when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims received hereunder with respect to any such Losses. If the amount any Loss with respect to which any claim is made an Indemnified Party has actually been indemnified under this Article XII IX (an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claimsuch ---------- --------------- Indemnified Party, such party Indemnified Party shall refund to the indemnifying party Indemnifying Party the amount of such Tax Benefit when, as and if if, and only to the extent actually realized. Refunds relating realized and recognized; provided, however, that such obligation of -------- ------- the Indemnified Party to subsequent refund to the Indemnifying Party the amount of any Tax Benefits Benefit shall be made on only apply to the last Business Day of the month following the year in which the extent that such Tax Benefit is realizedactually realized and recognized within seven (7) years following the date on which such Indemnity Claim is made. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c9.3(a), a "Tax -------------- --- Benefit" to a party an Indemnified Party means an amount by which the tax Tax liability of ------- such party Indemnified Party (or such group of Affiliates including entities that files a consolidated, combined or unitary Tax Return that includes such partyIndemnified Party) currently payable in cash is actually reduced (includingby deduction or credit, without limitation, by deduction, reduction net of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such partyIndemnified Party's tax Tax liability as a result of its receipt of payment for in respect of such Indemnity Claim plus (but in any related interest received from the relevant Taxing Authority. Where a party has other lossescase, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(cnot below zero), calculated as if such deduction or credit was the last item taken into account by such Indemnified Party (or such group of entities that files a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period consolidated, combined or year or in any unitary Tax Return with respect thereto (including through a carry back to a prior that includes such Indemnified Party) in calculating its Tax liability for each relevant taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c).