Common use of Indemnification Payments Clause in Contracts

Indemnification Payments. (a) All Indemnity Payments under this Agreement shall be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments Indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or a Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this Article V within 30 days after receipt of a bill therefore or notice that a Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the bill or notice of the Loss to but not including the date of payment, at the Applicable Rate. (b) The amount of any claim by an Indemnitee under this Agreement shall be made reduced to reflect any insurance proceeds actually received (net of costs or any mandatory premium increases) by Pluto directly any Indemnitee that result from the Losses that gave rise to Spinco such indemnity. Notwithstanding the foregoing, no Indemnitee will be obligated to seek recovery for any Losses from any Third-Party before seeking indemnification under this Agreement and by Spinco directly in no event will an Indemnifying Party’s obligation to Pluto; provided, however, that if indemnify and hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the Companies mutually agree with respect to status of the recovery of any offsetting amounts from any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the DistributionThird-Party. (c) Anything herein Except with respect to any indemnification payment for Losses relating to a breach of the contrary notwithstandingTax Matters Agreement, which indemnification payments shall be treated in accordance with the Tax Matters Agreement, and to the extent permitted by Law, the Indemnifying Party makes Parties will treat any indemnification payment paid pursuant to this Article V as a payment of interest capital contribution made by Parent to SpinCo or as a distribution made by SpinCo to Parent, as the case may be, immediately prior to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified PartyDistribution. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments under An Indemnitee shall be entitled to make a claim for payments pursuant to this Agreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment (including, for the avoidance of doubt, the finalization of a Tax Return before filing). The Indemnitee shall be made by Pluto directly provide to Spinco the Indemnifying Party notice of such claim within 10 days of the date on which it first becomes so entitled to claim such payment, including a description of such claim and by Spinco directly to Plutoa detailed calculation of the amount of the indemnification payment that is claimed; provided, however, that if no delay on the Companies mutually agree with respect to any such Indemnity Payment, any member part of the Pluto GroupIndemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually and materially prejudiced thereby. Except as provided in Section 5.3(b), on the one handIndemnifying Party shall make the claimed payment to the Indemnitee within 10 days after receiving such notice, may make unless (and then only to the extent that) the Indemnifying Party reasonably disputes its liability for, or the amount of, such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versapayment. (b) Subject If the Indemnitee will be obligated to make the payment described in Section 2.02(c5.3(a) belowto a Taxing Authority or other third party (including expenses reimbursable under this Agreement), in the absence of any change in Tax treatment under Indemnifying Party shall not be obligated to pay the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately Indemnitee more than 5 days before the DistributionIndemnitee incurs such expense or makes such payment. If the Indemnitee’s claim for payment arises from a payment that the Indemnifying Party will receive from a third party, such as a refund, the Indemnifying Party shall not be obligated to pay the Indemnitee until 5 days after the Indemnifying Party receives such payment. (c) Anything herein In the case of a claim under Article II where no payment will be made to or received from a Taxing Authority, Section 5.3(b) shall be applied to the contrary notwithstanding, payments that would be made to or from a Taxing Authority if the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be TSYS Group were treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Partya standalone group for all taxable periods. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments under An Indemnitee shall be entitled to make a claim for payment pursuant to this Agreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment (including the finalization of a Return before filing). The Indemnitee shall be made by Pluto directly provide to Spinco the Indemnifying Party notice of such claim within 10 days of the date on which it first so becomes entitled to claim such payment, including a description of such claim and by Spinco directly to Pluto; a detailed calculation of the amount of the indemnification payment that is claimed, provided, however, that if no delay on the Companies mutually agree with respect to any such Indemnity Payment, any member part of the Pluto GroupIndemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is actually and materially prejudiced thereby. Except as provided in paragraph (b), on the one handIndemnifying Party shall make the claimed payment to the Indemnitee within 10 days after receiving such notice, may make unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versapayment. (b) Subject If the Indemnitee will be obligated to Section 2.02(cmake the payment described in paragraph (a) belowto a Taxing Authority or other third Party (including expenses reimbursable under this Agreement), in the absence of any change in Tax treatment under Indemnifying Party shall not be obligated to pay the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately Indemnitee more than 5 days before the DistributionIndemnitee incurs such expense or makes such payment. If the Indemnitee’s claim for payment arises from a payment that the Indemnifying Party will receive from a third Party, such as a Refund, the Indemnifying Party shall not be obligated to pay the Indemnitee until 5 days after the Indemnifying Party receives such payment. (c) Anything herein In the case of a claim under Article II where no payment will be made to or received from a Taxing Authority, paragraph (b) shall be applied to the contrary notwithstanding, payments that would be made to or from a Taxing Authority if the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be Dealer Group was treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Partya standalone group for all taxable periods. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments under An Indemnitee shall be entitled to make a claim for payment pursuant to this Agreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment (including, for the avoidance of doubt, the finalization of a Return before filing). The Indemnitee shall be made by Pluto directly provide to Spinco the Indemnifying Party notice of such claim within 10 days of the date on which it first so becomes entitled to claim such payment, including a description of such claim and by Spinco directly to Pluto; a detailed calculation of the amount of the indemnification payment that is claimed, provided, however, that if no delay on the Companies mutually agree with respect to any such Indemnity Payment, any member part of the Pluto GroupIndemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnitor is actually and materially prejudiced thereby. Except as provided in paragraph (b) below, on the one handIndemnifying Party shall make the claimed payment to the Indemnitee within 10 days after receiving such notice, may make unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versapayment. (b) Subject If the Indemnitee will be obligated to Section 2.02(cmake the payment described in paragraph (a) belowabove to a Taxing Authority or other third Party (including expenses reimbursable under this Agreement), in the absence of any change in Tax treatment under Indemnifying Party shall not be obligated to pay the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately Indemnitee more than 5 days before the DistributionIndemnitee incurs such expense or makes such payment. If the Indemnitee’s claim for payment arises from a payment that the Indemnifying Party will receive from a third Party, such as a Refund, the Indemnifying Party shall not be obligated to pay the Indemnitee until 5 days after the Indemnifying Party receives such payment. (c) Anything herein In the case of a claim under Article II where no payment will be made to or received from a Taxing Authority, paragraph (b) above shall be applied to the contrary notwithstanding, payments that would be made to or from a Taxing Authority if the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be SpinCo Group was treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Partya standalone group for all taxable periods. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments under An Indemnitee shall be entitled to make a claim for payment pursuant to this Agreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment (including, for the avoidance of doubt, the finalization of a Return before filing). The Indemnitee shall be made by Pluto directly provide to Spinco the Indemnifying Party notice of such claim within 10 days of the date on which it first so becomes entitled to claim such payment, including a description of such claim and by Spinco directly to Pluto; a detailed calculation of the amount of the indemnification payment that is claimed, provided, however, that if no delay on the Companies mutually agree with respect to any such Indemnity Payment, any member part of the Pluto GroupIndemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is actually and materially prejudiced thereby. Except as provided in paragraph (b), on the one handIndemnifying Party shall make the claimed payment to the Indemnitee within 10 days after receiving such notice, may make unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versapayment. (b) Subject If the Indemnitee will be obligated to Section 2.02(cmake the payment described in paragraph (a) belowto a Taxing Authority or other third Party (including expenses reimbursable under this Agreement), in the absence of any change in Tax treatment under Indemnifying Party shall not be obligated to pay the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately Indemnitee more than 5 days before the DistributionIndemnitee incurs such expense or makes such payment. If the Indemnitee’s claim for payment arises from a payment that the Indemnifying Party will receive from a third Party, such as a Refund, the Indemnifying Party shall not be obligated to pay the Indemnitee until 5 days after the Indemnifying Party receives such payment. (c) Anything herein In the case of a claim under Article II where no payment will be made to or received from a Taxing Authority, paragraph (b) shall be applied to the contrary notwithstanding, payments that would be made to or from a Taxing Authority if the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be A. H. Belo Group was treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Partya standalone group for all taxable periods. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments Indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or a Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this Article V within 30 days after receipt of a ▇▇▇▇ therefore or notice that a Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the ▇▇▇▇ or notice of the Loss to but not including the date of payment, at the Applicable Rate. (b) The amount of any claim by an Indemnitee under this Agreement shall be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account reflect any actual Tax Benefit realized insurance proceeds actually received (net of costs or any mandatory premium increases) by any Indemnitee that result from the Indemnified Party’s Group with respect Losses that gave rise to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01indemnity. Notwithstanding the foregoing, if Pluto or Spinco disputes no Indemnitee will be obligated to seek recovery for any Losses from any Third Party before seeking indemnification under this Agreement and in good faith no event will an Indemnifying Party’s obligation to indemnify and hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the fact or amount of its obligation under Section 2.01, then no payment status of the amount in dispute shall be required until recovery of any offsetting amounts from any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13Third Party.

Indemnification Payments. (a) All Indemnity Payments Any payment required to be made under this Agreement Article XI shall be made by Pluto directly wire transfer of immediately available funds to Spinco and by Spinco directly such account or accounts as the Claimant shall designate to Plutothe Indemnifying Party in writing; provided, however, that, such payments shall be made, without duplication or double-counting, only to Buyer or Seller, respectively. Each Claimant shall be obligated to use its reasonable good faith efforts to mitigate to the extent reasonably practicable the amount of any Losses for which it is entitled to seek indemnification hereunder. (b) Upon making any indemnification payment, the Indemnifying Party will, to the extent of such payment, be subrogated to all rights of the Claimant against any third party in respect of the Loss to which the payment relates; provided, however, that if until the Companies mutually agree with respect to Claimant recovers full payment of its Loss, any and all claims of the Indemnifying Party against any such Indemnity Payment, any member third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Pluto Group, on Claimant’s rights against such third party. Without limiting the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence generality of any change in Tax treatment under other provision hereof, each such Claimant and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the Code above-described subrogation and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distributionsubordination rights. (c) Anything herein to The amount of any Losses sustained by the contrary notwithstanding, to the extent Claimant and owed by the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense reduced by any amount received by such Claimant with respect thereto under any insurance or reinsurance coverage or from any other party alleged to be responsible therefor. The Claimant shall use reasonable efforts to collect any amounts available under such insurance or reinsurance coverage and from such other party alleged to have responsibility. If the Claimant receives an amount under insurance or reinsurance coverage or from such other party with respect to Losses for which the Indemnifying Party (deductible has previously paid the Claimant pursuant to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment this Article XI, then such Claimant shall not be adjusted to take into account any associated Tax Benefit to promptly reimburse the Indemnifying Party or increase in Tax for such indemnification payment previously paid by the Indemnifying Party up to the Indemnified Partyactual amount of insurance or reinsurance proceeds so received by the Claimant. Any indemnification payments recoverable by the Claimant pursuant to this Article XI shall be net of any federal or state income tax benefits realized by such Claimant as a result of the Loss as to which the payment is made, in the year in which the Loss occurs. All indemnification payments under this Article XI shall be deemed adjustments to the Purchase Price. (d) If an No Party shall make any indemnification obligation payment under this Article XI with respect to any Losses or Liabilities hereunder to the extent that such indemnification payment would result in the duplication or double-counting of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction indemnification or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group reinsurance payment made or payable with respect to such deduction Losses or other item, determined using a “with and without” methodology (treating Liabilities under any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13Related Agreements.

Indemnification Payments. (a) All Indemnity Payments under The amount which any Indemnifying Party is or may be required to pay to an Indemnitee pursuant to Section 6.1 or Section 6.2 shall be reduced, including, without limitation, retroactively, by any Insurance Proceeds or other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be made by Pluto directly entitled to Spinco and by Spinco directly a "windfall" (i.e., a benefit they would not be entitled to Pluto; provided, however, that if receive in the Companies mutually agree with respect to any such Indemnity Payment, any member absence of the Pluto Group, on the one hand, may make such Indemnity Payment to any member indemnification provisions) by virtue of the Spinco Group, on the other hand, and vice versaindemnification provisions hereof. (b) Subject Any payment required to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments be made pursuant to this Article VI shall be reported for Tax purposes made by periodic payments of the payor and amount thereof during the recipient as distributions course of the investigation or capital contributionsdefense, as appropriateand when bills are received or losses, occurring immediately before the Distributiondamages or liabilities are incurred. (c) Anything herein If the indemnification provided for in this Article VI is held by a court of competent jurisdiction to the contrary notwithstanding, be unavailable to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group Indemnitee with respect to any Loss, then the Indemnifying Party, in lieu of indemnifying such deduction or other itemIndemnitee hereunder, determined using a “with and without” methodology (treating any deductions attributable shall contribute the amount that would have been due hereunder to the Indemnity Payment amount paid or payable by such Indemnitee as the last items claimed for any taxable period including after the utilization a result of any available Tax Attributes)such Loss. (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments under An Indemnitee shall be entitled to make a claim for payment pursuant to this Agreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment (including, for the avoidance of doubt, the finalization of a Return before filing). The Indemnitee shall be made by Pluto directly provide to Spinco the Indemnifying Party notice of such claim within 10 days of the date on which it first so becomes entitled to claim such payment, including a description of such claim and by Spinco directly to Pluto; a detailed calculation of the amount of the indemnification payment that is claimed, provided, however, that if no delay on the Companies mutually agree with respect to any such Indemnity Payment, any member part of the Pluto GroupIndemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is actually and materially prejudiced thereby. Except as provided in paragraph (b), on the one handIndemnifying Party shall make the claimed payment to the Indemnitee within 10 days after receiving such notice, may make unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versapayment. (b) Subject If the Indemnitee will be obligated to Section 2.02(cmake the payment described in paragraph (a) belowto a Taxing Authority or other third Party (including expenses reimbursable under this Agreement), in the absence of any change in Tax treatment under Indemnifying Party shall not be obligated to pay the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately Indemnitee more than 5 days before the DistributionIndemnitee incurs such expense or makes such payment. If the Indemnitee’s claim for payment arises from a payment that the Indemnifying Party will receive from a third Party, such as a Refund, the Indemnifying Party shall not be obligated to pay the Indemnitee until 5 days after the Indemnifying Party receives such payment. (c) Anything herein In the case of a claim under Article II where no payment will be made to or received from a Taxing Authority, paragraph (b) shall be applied to the contrary notwithstanding, payments that would be made to or from a Taxing Authority if the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be Broadridge Group was treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Partya standalone group for all taxable periods. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments under An Indemnitee shall be entitled to make a claim for payment pursuant to this Agreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment (including, for the avoidance of doubt, the finalization of a Return before filing). The Indemnitee shall be made by Pluto directly provide to Spinco the Indemnifying Party notice of such claim within 10 days of the date on which it first so becomes entitled to claim such payment, including a description of such claim and by Spinco directly to Pluto; a detailed calculation of the amount of the indemnification payment that is claimed, provided, however, that if no delay on the Companies mutually agree with respect to any such Indemnity Payment, any member part of the Pluto GroupIndemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is actually and materially prejudiced thereby. Except as provided in paragraph (b), on the one handIndemnifying Party shall make the claimed payment to the Indemnitee within 10 days after receiving such notice, may make unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versapayment. (b) Subject If the Indemnitee will be obligated to Section 2.02(cmake the payment described in paragraph (a) belowto a Taxing Authority or other third party (including expenses reimbursable under this Agreement), in the absence of any change in Tax treatment under Indemnifying Party shall not be obligated to pay the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately Indemnitee more than 5 days before the DistributionIndemnitee incurs such expense or makes such payment. If the Indemnitee’s claim for payment arises from a payment that the Indemnifying Party will receive from a third party, such as a Refund, the Indemnifying Party shall not be obligated to pay the Indemnitee until 5 days after the Indemnifying Party receives such payment. (c) Anything herein In the case of a claim under Article II where no payment will be made to or received from a Taxing Authority, paragraph (b) shall be applied to the contrary notwithstandingpayments that would be made to or from a Taxing Authority if the Embarq Group was treated, pursuant to the extent the Indemnifying Party makes principles set forth on Exhibit A, as a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Partystandalone group for all taxable periods. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments under An Indemnitee shall be entitled to make a claim, including, for the avoidance of doubt, any claim for Third Party Transaction Taxes, for payment pursuant to this Agreement at the time the Indemnitee determines that it is entitled to such payment. The Indemnitee shall be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense provide to the Indemnifying Party (deductible Parties notice of such claim within 30 days of the date on which it first determines that it is entitled to claim such payment, including a description of such claim and a detailed calculation of the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the indemnification payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12claimed; provided, however, that any delay on the part of the Indemnitee in notifying the Indemnifying Parties shall not relieve the Indemnifying Parties from any obligation hereunder unless (and then solely to the extent) the Indemnifying Parties are actually prejudiced thereby. Unless the Indemnifying Parties reasonably dispute their liability for, or the amount not paid of, an indemnity payment, such parties shall make the claimed payment to the Indemnitee within thirty (30) 10 days after written demand therefor shall bear interest as provided receiving notice of (i) the Indemnitee’s payment of a Tax for which the Indemnifying Parties are liable under this Agreement, or (ii) a Final Determination which results in Section 13the Indemnifying Parties becoming obligated to make a payment to the Indemnitee under this Agreement.

Indemnification Payments. (a) All Indemnity Payments Indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or a Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this Article V within 30 days after receipt of a ▇▇▇▇ therefore or notice that a Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the ▇▇▇▇ or notice of the Loss to but not including the date of payment, at the Applicable Rate. (b) The amount of any claim by an Indemnitee under this Agreement shall be made reduced to reflect any insurance proceeds actually received (net of costs or any mandatory premium increases) by Pluto directly any Indemnitee that result from the Losses that gave rise to Spinco such indemnity. Notwithstanding the foregoing, no Indemnitee will be obligated to seek recovery for any Losses from any Third Party before seeking indemnification under this Agreement and by Spinco directly in no event will an Indemnifying Party’s obligation to Pluto; provided, however, that if indemnify and hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the Companies mutually agree with respect to status of the recovery of any offsetting amounts from any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the DistributionThird Party. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of any Loss subject to indemnification pursuant to this Article V shall be net of Taxes. Accordingly, the payment shall not amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any Tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the indemnification payment is made and will further be made, as appropriate, to take into account any associated change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Tax Benefit authority. For purposes of this Section 5.4(c), the value of any Tax benefit to the Indemnifying Party or increase in Tax Indemnitee from the underlying Loss shall be an amount equal to the Indemnified Partyproduct of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group Except with respect to such deduction or other item, determined using any indemnification payment for Losses relating to a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment breach of the amount in dispute Tax Matters Agreement, which indemnification payments shall be required until any such good faith dispute is resolved treated in accordance with Section 12; providedthe Tax Matters Agreement, howeverand to the extent permitted by Law, that the Parties will treat any amount not indemnification payment paid within thirty (30) days after written demand therefor shall bear interest pursuant to this Article V as provided in Section 13a capital contribution made by Integra to SeaSpine or as a distribution made by SeaSpine to Integra, as the case may be, immediately prior to the Distribution.

Indemnification Payments. (a) With respect to any claim for indemnification of the Buyer Indemnified Parties asserted by Buyer pursuant to Section 10.2, upon the final resolution or determination of such claim, such claim shall (i) first be paid from amounts held in the Deposit Escrow Account to the extent adequate funds remain in the Deposit Escrow Account by delivery of joint written instructions to the Escrow Agent by Seller and Buyer to release the amount of such funds as would satisfy such finally resolved or determined indemnification claim to Buyer from the Deposit Escrow Account and (ii) to the extent that adequate funds are not available in the Deposit Escrow Account to cover the full amount of any such indemnification claim, be satisfied by a wire transfer of immediately available funds from Seller to an account designated in writing by the applicable Buyer Indemnified Party, in each case, within fifteen (15) calendar days after the resolution or determination thereof that is binding on the Indemnitor. With respect to any claim for indemnification of the Seller Indemnified Parties asserted by Seller pursuant to Section 10.2, upon the final resolution or determination of such claim, such claim shall be satisfied by a wire transfer of immediately available funds from Buyer (or to the extent Company has such funds, at the Buyer’s election, the Company) to an account designated in writing by the applicable Seller Indemnified Party within fifteen (15) calendar days after the resolution or determination thereof that is binding on the Indemnitor. (b) Seller acknowledges and agrees that the Buyer Indemnified Parties’ rights to indemnification for the representations, warranties, covenants and agreements of the Company and Seller set forth herein are part of the basis of the bargain contemplated by this Agreement; and the Buyer Indemnified Parties’ rights to indemnification shall not be affected or waived by virtue of (and, subject to Section 10.6(b)) Buyer shall be deemed to have relied upon the representations, warranties, covenants and agreements set forth herein notwithstanding any knowledge (conscious, deemed or otherwise) on the part of any Buyer Indemnified Party of any untruth or misrepresentation of any such representation or warranty or breach or failure to perform of any covenant or agreement, of the Company or Seller set forth in this Agreement, regardless of whether such knowledge was obtained through a Buyer Indemnified Parties’ own investigation (including through its representatives) or through disclosure by the Company or Seller or another Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement. (c) All Indemnity Payments indemnification payments made under this Agreement shall be made treated by Pluto directly the Parties as an adjustment to Spinco and by Spinco directly to Pluto; providedthe Final Purchase Price for tax purposes, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as unless otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments On the Merger Closing Date, CTI shall deliver or cause to be delivered cash in an amount equal to the Escrow Amount to the Escrow Agent, which shall be pursuant to the provisions of the Escrow Agreement. The Escrow Amount shall be deposited into the Escrow Fund and provide Verint, subject to the terms and conditions as set forth in the Escrow Agreement, with recourse against, and a security interest in, the amounts held in escrow by the Escrow Agent with respect to the Indemnifying Parties’ indemnification obligations under Section 3.2 for Indemnifiable Losses of the CTI Indemnitees. The Escrow Amount (or any portion thereof) shall be distributed to the Indemnifying Party and/or the Indemnitee at the times, and upon the terms and conditions, set forth in the Escrow Agreement. From and after the Merger Closing Date, the indemnification obligations under Section 3.2 for Indemnifiable Losses of the CTI Indemnitees, other than Indemnifiable Losses for any Action listed on Schedule A-1, shall first be satisfied from the Escrow Amount. Indemnifiable Losses for any Action listed on Schedule A-1, and all other Indemnifiable Losses after the Escrow Amount is exhausted shall be satisfied through direct recourse against the Indemnifying Parties, subject to the limitations set forth in Section 3.2. (b) Except as otherwise provided for in the Escrow Agreement, Indemnification required by this Article III shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss is incurred by wire transfer of immediately available funds. To the extent not covered by the Escrow Agreement, if the Indemnifying Party fails to make an indemnification payment required by this Article III within 20 Business Days after receipt of a ▇▇▇▇ therefore or notice that an Indemnifiable Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the ▇▇▇▇ or notice of the Indemnified Loss to but not including the date of payment, at the Applicable Rate. (c) The amount of any claim by an Indemnitee under this Agreement shall be made reduced to reflect any insurance proceeds actually received (net of costs or any mandatory premium increases) by Pluto directly any Indemnitee that result from the Indemnifiable Losses that gave rise to Spinco such indemnity. Notwithstanding the foregoing, no Indemnitee will be obligated to seek recovery for any Indemnifiable Losses from any Third Party before seeking indemnification under this Agreement and by Spinco directly in no event will an Indemnifying Party’s obligation to Pluto; provided, however, that if indemnify and hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the Companies mutually agree with respect to status of the recovery of any offsetting amounts from any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Third Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustmentFor all applicable income Tax purposes, the amount of Parties hereto shall treat any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized payment made by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable one Party to the Indemnity Payment other Party pursuant to this Article III as a capital contribution by CTI to Comverse or a distribution by Comverse to CTI, as the last items claimed for any taxable period including after case may be, immediately prior to the utilization of any available Tax Attributes)Distribution, except as otherwise mandated by applicable Law. (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. Any indemnification claims against the Company Stockholder shall first be applied against the Merger Consideration Shares then owned by the Company Stockholder; provided that if the Company Stockholder does not have any Merger Consideration Shares at such time, it shall satisfy such indemnification claims with the payment of cash. Any indemnification obligation of an Indemnifying Party under this Article VII will be paid within five (a5) All Indemnity Payments Business Days after the determination of such obligation in accordance with Section 7.3(a). The provisions of this Article VII notwithstanding, at its sole discretion and without limiting any other rights of the Indemnified Parties under this Agreement shall be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to or any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions Ancillary Document or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstandingat law or equity, to the extent that an Indemnified Party is entitled to indemnification hereunder, if the Indemnifying Party makes a payment of interest fails or refuses to the promptly indemnify such Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the herein then such Indemnified Party (includible in income may offset the full amount to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the which such Indemnified Party which would not otherwise be allowable but for such adjustmentis entitled, in whole or in part, by reducing the amount of any Indemnity Payment payment or other obligation due to the Company Stockholder, in the case of a claim on behalf of a Purchaser Indemnified Party, or due to the Purchaser, in the case of a claim on behalf of a Company Indemnified Party, pursuant to this Agreement or any Ancillary Document, including any amounts owed by Purchaser or by the Company Stockholder, as applicable, pursuant to any outstanding indemnification claim. Notwithstanding anything to the contrary contained herein, any indemnification payments by the Company Stockholder will be made to Purchaser or its successors. With respect to any indemnification payment, the value of each share of Purchaser Common Stock for purposes of determining the indemnification payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, Purchaser Share Price on the date that the indemnification claim is finally determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; providedthis Article VII. Any shares of Purchaser Common Stock received by Purchaser as an indemnification payment shall be promptly cancelled by Purchaser after its receipt thereof. Without limiting any of the foregoing or any other rights of the Purchaser Indemnified Parties under this Agreement or any Ancillary Document or at law or equity, however, in the event that any amount not paid within thirty (30) days after written demand therefor shall bear interest a Company Indemnifying Party fails or refuses to promptly indemnify a Purchaser Indemnified Party as provided herein or otherwise fails or refuses to make any payments required under any Ancillary Document, in either case, where it is established that such Company Indemnifying Party is obligated to provide such indemnification or to make such payment, the applicable Purchaser Indemnified Party shall, in its sole discretion, be entitled to claim a portion of the shares of Purchaser Common Stock then owned by such Company Indemnifying Party up to an amount equal in value (based on the then current Purchaser Share Price) to the amount owed by such Company Indemnifying Party. In the event that such Company Indemnifying Party fails to promptly transfer any such shares of Purchaser Common Stock pursuant to this Section 137.5, the Disinterested Director Majority on behalf of Purchaser shall be and hereby is authorized as the attorney-in-fact for such Indemnifying Party to transfer such shares of Purchaser Common Stock to the proper recipient thereof as required by this Section 7.5, and may transfer such shares of Purchaser Common Stock and cancel the stock certificates for such shares on the books and records of Purchaser and issue new stock certificates to such transferee and may instruct its agents and any exchanges on which Purchaser Common Stock is listed or traded to do the same.

Indemnification Payments. (a) All Indemnity Payments under The amount which any Indemnifying Party is or may be required to pay to an Indemnitee pursuant to Section 6.1 or Section 6.2 shall be reduced, including, without limitation, retroactively, by any Insurance Proceeds or other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be made by Pluto directly entitled to Spinco and by Spinco directly a "windfall" (i.e., a benefit they would not be ---- entitled to Pluto; provided, however, that if receive in the Companies mutually agree with respect to any such Indemnity Payment, any member absence of the Pluto Group, on the one hand, may make such Indemnity Payment to any member indemnification provisions) by virtue of the Spinco Group, on the other hand, and vice versaindemnification provisions hereof. (b) Subject Any payment required to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments be made pursuant to this Article VI shall be reported for Tax purposes made by periodic payments of the payor and amount thereof during the recipient as distributions course of the investigation or capital contributionsdefense, as appropriateand when bills are received or losses, occurring immediately before the Distributiondamages or liabilities are incurred. (c) Anything herein If the indemnification provided for in this Article VI is held by a court of competent jurisdiction to the contrary notwithstanding, be unavailable to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group Indemnitee with respect to any Loss, then the Indemnifying Party, in lieu of indemnifying such deduction or other itemIndemnitee hereunder, determined using a “with and without” methodology (treating any deductions attributable shall contribute the amount that would have been due hereunder to the Indemnity Payment amount paid or payable by such Indemnitee as the last items claimed for any taxable period including after the utilization a result of any available Tax Attributes)such Loss. (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (ai) All Indemnity Payments under this Agreement shall be made by Pluto directly If the Parent intends to Spinco and by Spinco directly assert a claim against the Escrow Property for Losses pursuant to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member Articles XII or XIII of the Pluto GroupMerger Agreement, on the one hand, may make such Indemnity Payment to any member Parent shall deliver a Claims Notice in accordance with Section 12.4 of the Spinco Group, on Merger Agreement or notice in accordance with Section 13.4 of the other hand, Merger Agreement to the Escrow Agent and vice versathe Stockholders’ Representative prior to the termination of the applicable survival period for such claim. (bii) Subject to Section 2.02(c) belowIf, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) calendar days after receipt by the Escrow Agent and the Stockholders’ Representative of a Claims Notice or other notice pursuant to Article XIII of the Merger Agreement (the “Objection Period”), the Escrow Agent has not received a written demand therefor. Any such demand shall include statement from the Stockholders’ Representative (the “Objection Notice”) disputing the Parent’s right to indemnification and/or the amount due under Section 2.01. Notwithstanding of indemnification sought in such notice, the foregoingEscrow Agent shall, if Pluto or Spinco disputes in good faith within five (5) Business Days following the fact or expiration of the Objection Period, deliver to the Parent out of the Escrow Property such number of Parent Shares having an aggregate value (based upon the Agreed Upon Per Share Value) equal to the lesser of (x) the amount of its obligation under Section 2.01the available remaining Escrow Property (based upon the Agreed Upon Per Share Value) and (y) the amount specified in the Claims Notice or other notice pursuant to Article XIII of the Merger Agreement. (iii) If, then no payment during the Objection Period, the Escrow Agent receives an Objection Notice, the Escrow Agent shall (i) promptly forward a copy of that statement to the Parent, (ii) if applicable, deliver to the Parent out of the remaining Escrow Property such number of Parent Shares having an aggregate value (based upon the Agreed Upon Per Share Value) equal to the amount that is specifically set forth in the Objection Notice not to be in dispute and (iii) continue to hold, to the extent available, in escrow such number of Parent Shares having an aggregate value (based upon the Agreed Upon Per Share Value) equal to the amount in dispute, until receipt of (A) a joint statement signed by the Stockholders’ Representative and the Parent directing the disposition of all or part of the remaining Escrow Property or (B) a certified copy of a final, non-appealable order of a court of competent jurisdiction of the disputed matters set forth in the Objection Notice ordering the Escrow Agent to dispose of the amount in dispute (but in no event to exceed the number of Parent Shares remaining in the Escrow Property). Upon receipt of any such statement or court determination, the Escrow Agent shall promptly comply with its terms. (iv) The Escrow Property shall only be available to pay for (x) any purchase price adjustment in favor of the Parent, (y) Losses incurred by a Buyer Indemnitee for Taxes under Article XIII of the Merger Agreement and (z) Losses incurred by a Buyer Indemnitee under Article XII of the Merger Agreement (such Losses referred to in clauses (y) and (z) above, “Indemnification Losses”. (v) The Parent and the Stockholders’ Representative acknowledge and agree that the Escrow Property shall be required the Parent’s sole and exclusive remedy for any claims under Sections 12.2(a) and 13.1(a) of the Merger Agreement (other than Unrestricted Claims). In the event the number of Parent Shares in the Escrow Property is insufficient to pay the amount of the purchase price adjustment in favor of the Parent under the Merger Agreement or any claim for which the Escrow Property is the sole and exclusive remedy in full (other than Unrestricted Claims), the Parent shall not be entitled to collect any amounts in excess of the then available Escrow Property and no Stockholder or other Person shall have any liability for any shortfall. (vi) Except as otherwise directed by the Stockholders’ Representative, not later than ten (10) calendar days after the end of each calendar quarter during the term of this Agreement until such time as the Escrow Property is fully depleted, all accrued and unpaid Escrow Property Interest shall be released by the Escrow Agent to the Stockholders based on each Stockholder’s Escrow Allocation Percentage as set forth on Schedule 1 attached hereto. (vii) Except as otherwise directed by the Stockholders’ Representative, on [insert date of the eighteen month anniversary of the Closing Date], (x) the Escrow Agent shall release all Parent Shares remaining in the Escrow Property (including any remaining accrued and unpaid Escrow Property Interest thereon) along with stock powers executed in blank to the Stockholders based on each Stockholder’s Escrow Allocation Percentage and (y) the Company shall promptly, but in no event more than two Business Days thereafter, issue new share certificates with respect to such Parent Shares reflecting the name of each Stockholder and the number of Parent Shares held by such Stockholder, based on such Stockholder’s Escrow Allocation Percentage, and register such Parent Shares on the books of the Parent in the name of such Stockholder; provided, that the Escrow Agent shall retain in the remaining Escrow Property a number of Parent Shares having an aggregate value (based upon the Agreed Upon Share Value), to the extent available, equal to the sum of (A) any amount then payable to the Parent under Section 2(b)(ii) and (B) any additional amount of Indemnification Losses claimed in good faith dispute is resolved by the Parent and disputed in good faith by the Stockholders’ Representative in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 132(b)(iii).

Indemnification Payments. (a) With respect to any claim for indemnification of the Buyer Indemnified Parties asserted by Buyer pursuant to Section 10.1, upon the final resolution or determination of such claim, such claim shall (i) first be satisfied pursuant to disbursements from the Indemnity Holdback Accounts pursuant to Section 10.10 to the extent adequate value of Parent Common Stock or cash remains in the Indemnity Holdback Accounts and (ii) to the extent adequate value of Parent Common Stock and cash is not available in the Indemnity Holdback Accounts to satisfy the full amount of any such indemnification claim, be satisfied by a wire transfer of immediately available funds from Seller to an account designated in writing by the applicable Buyer Indemnified Party, in each case, within fifteen (15) calendar days after the resolution or determination thereof that is binding on the Indemnifying Party. With respect to any claim for indemnification of the Seller Indemnified Parties asserted by Seller pursuant to Section 10.2, upon the final resolution or determination of such claim, such claim shall be satisfied by a wire transfer of immediately available funds from Buyer (or to the extent the Company has such funds, at Buyer’s election, the Company) to an account designated in writing by the applicable Seller Indemnified Party within fifteen (15) calendar days after the resolution or determination thereof that is binding on the Parties. (b) Seller acknowledges and agree that the Buyer Indemnified Parties’ rights to indemnification for the representations, warranties, covenants and agreements of Seller set forth herein are part of the basis of the bargain contemplated by this Agreement; and the Buyer Indemnified Parties’ rights to indemnification shall not be affected or waived by virtue of, and Buyer shall be deemed to have relied upon the representations, warranties, covenants and agreements set forth herein notwithstanding any knowledge (conscious, deemed or otherwise) on the part of any Buyer Indemnified Party of any untruth or misrepresentation of any such representation or warranty or breach or failure to perform of any covenant or agreement, of Seller set forth in this Agreement, regardless of whether such knowledge was obtained through a Buyer Indemnified Parties’ own investigation (including through its representatives) or through disclosure by Seller or another Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement. (c) All Indemnity Payments indemnification payments made under this Agreement shall be made treated by Pluto directly the Parties as an adjustment to Spinco and by Spinco directly to Pluto; providedthe Final Purchase Price for tax purposes, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as unless otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. Any indemnification claims against the Company (aother than Fraud Claims ***) All Indemnity Payments under this Agreement shall be made satisfied solely by Pluto directly the General Escrow Property (with such indemnification first be applied against the General Escrow Shares and then against any other General Escrow Property), and no Company Indemnifying Party shall be required to Spinco and by Spinco directly make any out-of-pocket payment for indemnification other than in connection with Fraud Claims, which shall not exceed an amount equal to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, Merger Consideration actually paid (based on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by LawPurchaser Stock Price); ***. The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an Any indemnification obligation of any a Company Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise Article VI will be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology paid within five (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including 5) Business Days after the utilization determination of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided6.3(a) (and the Purchaser and the Seller Representative will provide or cause to be provided to the Escrow Agent any written instructions or other information or documents required by the Escrow Agent to do so). Notwithstanding anything to the contrary contained herein, howeverany indemnification payments by the Company Indemnifying Parties will be made to Purchaser or its successors. With respect to any indemnification payment, the value of each Escrow Share or any other share of Purchaser Common Stock for purposes of determining the indemnification payment shall be the Purchaser Stock Price on the date that the indemnification claim is finally determined in accordance with this Article VI. Any Escrow Shares or other shares of Purchaser Common Stock received by Purchaser as an indemnification payment shall be promptly cancelled by Purchaser after its receipt thereof. Without limiting any amount not paid within thirty (30) days after written demand therefor shall bear interest of the foregoing or any other rights of the Purchaser Indemnified Parties under this Agreement or any Ancillary Document or at law or equity, in the event that an Indemnifying Party of the Company fails or refuses to promptly indemnify an Indemnified Party as provided herein or otherwise fails or refuses to make any payments required under any Ancillary Document, in either case, where it is established that such Indemnifying Party of the Company is obligated to provide such indemnification or to make such payment, the applicable Indemnified Party shall, in its sole discretion, be entitled to claim a portion of the shares of Purchaser Common Stock then owned by such Indemnifying Party up to an amount equal in value (based on the then current Purchaser Stock Price) to the amount owed by such Indemnifying Party. In the event that such Company Indemnifying Party fails to promptly transfer any such shares of Purchaser Common Stock pursuant to this Section 136.5, the Purchaser shall be and hereby is authorized as the attorney-in-fact for such Company Indemnifying Party to transfer such shares of Purchaser Common Stock to the proper recipient thereof as required by this Section 6.5, and may transfer such shares of Purchaser Common Stock and cancel the stock certificates for such shares on the books and records of Purchaser and issue new stock certificates to such transferee and may instruct its agents and any exchanges on which Purchaser Common Stock is listed or traded to do the same.

Indemnification Payments. (a) All Indemnity Payments under this Agreement shall be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto GroupThe JV Entity, on the one hand, may make such Indemnity Payment to any member of the Spinco Groupor Splitco, on the other hand, are responsible for the indemnification of any Losses pursuant to Section 2.01, such party shall make an Indemnity Payment in respect of such Losses in immediately available funds no later than fifteen (15) Business Days after receiving notification of such indemnification obligation (“Due Date”). TDCC shall guarantee the performance of the JV Entity, and vice versaCorning shall guarantee the performance of Splitco under this Agreement. (b) Subject to Section 2.02(c) belowIf any Indemnity Payment is not made by the applicable Due Date, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all then such Indemnity Payments Payment shall be reported increased to bear interest at the Interest Rate for Tax purposes by the payor period from and including the recipient as distributions or capital contributions, as appropriate, occurring date immediately before the DistributionDue Date through and including the date of payment. (c) Anything herein If the receipt or accrual of an Indemnity Payment causes, directly or indirectly, an increase in the taxable income of the recipient under one or more applicable Tax Laws, such Indemnity Payment amount shall be increased by an amount equal to fifty percent (50%) of the contrary notwithstanding, amount of the increase in the payment that would have been required in order for the recipient thereof to realize the amount it would have realized had the actual Indemnity Payment not resulted in taxable income. To the extent that Taxes for which any party hereto (the “Indemnifying Party makes a payment Party”) is required to pay another party (the “Indemnified Party”) pursuant to this Agreement may be deducted or credited in determining the amount of interest any other Taxes required to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income paid by the Indemnified Party (includible for example, state Taxes which are permitted to be deducted in income determining federal Taxes), the amount of any payment made to the extent provided Indemnified Party by Law)the Indemnifying Party shall be decreased by taking into account any resulting reduction in other Taxes of the Indemnified Party. The If such a reduction in Taxes of the Indemnified Party occurs following the payment made to the Indemnified Party with respect to the relevant indemnified Taxes, the Indemnified Party shall promptly repay the Indemnifying Party the amount of such reduction when actually realized. If the Tax benefit arising from the foregoing reduction of Taxes described in this Section 2.05(c) is subsequently decreased or eliminated, then the Indemnifying Party shall promptly pay the Indemnified Party the amount of the payment shall not be adjusted to take into account any associated decrease in such Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Partybenefit. (d) If an indemnification obligation of any Indemnifying Party For all Tax purposes and to the extent permitted by applicable Tax law, the parties hereto shall treat each Indemnity Payment and all other payments under this Agreement arises in respect of an adjustment that results in an offsetting deduction Article II as a cash capital contribution or other item for a cash distribution, as the Indemnified Party which would not otherwise be allowable but for such adjustmentcase may be, made between the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with JV Entity and without” methodology (treating any deductions attributable Splitco immediately prior to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes)Exchange. (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments under Indemnification payments required by this Agreement Article V shall be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member periodic payments of the Pluto Group, on amount thereof during the one hand, may make such Indemnity Payment to any member course of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions investigation or capital contributionsdefense, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent and when bills are received or a Loss is incurred. If the Indemnifying Party makes a payment of interest fails to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If make an indemnification obligation of any Indemnifying Party under payment required by this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount Article V within thirty (30) days after written demand therefor. Any such demand receipt of a bill therefore or notice that a Loss has been incurred, the Indemnifying Party shall include also be required to pay interest on the amount due of such indemnification payment, from the date of receipt of the bill or notice of the Loss to but not including the date of payment, at the Applicable Rate. (b) The amount of any claim by an Indemnitee under Section 2.01this Agreement shall be reduced to reflect any Insurance Proceeds actually received (net of costs, expenses or any premium increases) by any Indemnitee that result from the Losses that gave rise to such indemnity. Notwithstanding the foregoing, if Pluto or Spinco disputes no Indemnitee will be obligated to seek recovery for any Losses from any Third-Party before seeking indemnification under this Agreement and in good faith no event will an Indemnifying Party’s obligation to indemnify and hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the fact or amount of its obligation under Section 2.01, then no payment status of the amount in dispute recovery of any offsetting amounts from any such Third-Party. (c) The provisions of this Article V (other than this Section 5.5(c)) shall not apply to Taxes and Tax matters. It is understood and agreed that Taxes and Tax matters, including the control of Tax-related proceedings, shall be required until governed by the Tax Matters Agreement. In the case of any such good faith dispute is resolved conflict or inconsistency between this Agreement and the Tax Matters Agreement in accordance with Section 12; providedrelation to any matters addressed by the Tax Matters Agreement, however, that any amount not paid within thirty (30) days after written demand therefor the Tax Matters Agreement shall bear interest as provided in Section 13prevail.

Indemnification Payments. An Indemnifying Party shall pay to the Indemnified Party the full amount of any and all Losses (aother than Losses resulting from a Third Party Claim) All Indemnity Payments for which it is required to indemnify the Indemnified Party under this Agreement Article 13, within ten (10) days after its receipt of notice thereof from the Indemnified Party; and the full amount of any and all Losses resulting from a Third Party Claim for which it is required to indemnify the Indemnified Party under this Article 13, within ten (10) days after final settlement or adjudication thereof; and in each case, thereafter the amount of any such Losses shall bear interest at the rate of interest publicly announced in Atlanta, Georgia from time to time by SunTrust Bank of Atlanta as its prime rate, plus four percent (4%) per annum (the "Rate"). The Acquiror shall be made by Pluto directly entitled to Spinco offset from any and by Spinco directly all payments otherwise due the Agencies or the Shareholders under the Purchase Agreements (including, but not limited to, the Purchase Price or any compensation under the Noncompetition Agreements), the full amount of any and all Losses for which the Agencies and/or the Shareholders are required to Pluto; provided, however, that if the Companies mutually agree with respect indemnify any Acquiror Indemnitee pursuant to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other handSection 13.2 hereof, and vice versa. (b) Subject the Acquiror shall not be liable for any amounts so offset. Notwithstanding the above, if any amount so offset by the Acquiror is later determined by a final nonappealable judgment in a court of competent jurisdiction not to have constituted Losses for which the Agencies or the Shareholders were required to indemnify any Acquiror Indemnitee pursuant to Section 2.02(c13.2 hereof, then within ten (10) belowdays after the date of such final judgment, in the absence of any change in Tax treatment under Acquiror shall reimburse the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by Agencies or the payor and the recipient as distributions or capital contributionsShareholders, as appropriate, occurring immediately before for (a) the Distribution. (c) Anything herein amount wrongfully offset from the payments due to the contrary notwithstandingAgencies or the Shareholders, to as appropriate, with interest accruing on the extent wrongfully offset amount, from the Indemnifying Party makes a payment of interest to date offset is made until the Indemnified Party under Section 13date such reimbursement is made, at the interest payment shall be treated as interest expense to the Indemnifying Party Rate, and (deductible to the extent provided by Lawb) and as interest income all reasonable attorneys' fees incurred by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco Agencies and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any Shareholders in seeking such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13reimbursement.

Indemnification Payments. (ai) All Indemnity Payments under Subject to the applicable limits in Section 9B, any amounts owing from the Seller Party pursuant to this Article 9 shall be effected by wire transfer of immediately available funds from Seller Party, to an account designated by the applicable party entitled to indemnification, within ten (10) Business Days (each final day of such ten (10) Business Day period, an “Seller Indemnification Payment Date”) after the determination of amounts owing hereunder in accordance with the terms of this Agreement shall be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa(“Seller Indemnifiable Amounts”). (bii) Subject Any amounts owing from Buyer pursuant to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments this Article 9 shall be reported for Tax purposes effected by wire transfer of immediately available funds from Buyer to an account designated by the payor and applicable party entitled to indemnification, within ten (10) days after the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distributiondetermination thereof. (ciii) Anything herein All indemnification payments under this Article 9 shall be deemed adjustments to the contrary notwithstandingPurchase Price to which the Seller Party is entitled hereunder. (iv) The amount of any indemnity payable hereunder on account of a Loss shall be calculated net of any amount actually recovered by the Indemnified Party from third parties, to the extent the Indemnifying Party makes a payment of interest to including amounts recovered by the Indemnified Party under Section 13Company’s insurance policies, with respect to such Loss, in each such case net of any third party costs related thereto, including costs of collection, and deductibles, it being understood that an Indemnified Party shall have the interest payment obligation to exercise commercially reasonable efforts to collect any such third-party recoveries (including insurance claims). If an Indemnified Party receives proceeds from third parties, including insurance proceeds, in connection with Losses for which it has received indemnification hereunder, such Indemnified Party shall be treated as interest expense promptly refund to the Indemnifying Party (deductible the amount of such net proceeds when received, up to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted indemnification received hereunder with respect to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Partysuch Losses. (dv) If To the extent that an Indemnified Party actually recovers indemnified Losses under a provision of this Agreement for any specific matter for which indemnification may be asserted under this Article 9, then that Indemnified Party will not be entitled to any duplicative recovery for the same such Losses or other compensation under another provision of this Agreement for which indemnification may be asserted; however, nothing herein shall prevent an Indemnified Party from seeking recovery for different Losses under the same or different provisions of this Agreement with respect to Losses arising from the same specific matter that an indemnification obligation of any Indemnifying Party under claim pursuant to this Article 9 may be made. (vi) Notwithstanding anything in this Agreement arises in respect of to the contrary, an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable will act in good faith and in a commercially reasonable manner to mitigate any Losses it may suffer (including by pursing available insurance), but for such adjustment, the amount all reasonable third party mitigation costs actually incurred (excluding time of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable employees) will be added to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes)Loss. (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments Indemnification payments in respect of any Loss for which an Indemnified Party is entitled to indemnification under this Agreement Article XI shall be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to reasonably promptly (but in any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount event within thirty (30) days after written demand therefor. Any such demand shall include of the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment final determination of the amount in dispute that the Indemnified Party is entitled to indemnification under this Article XI) by the Indemnifying Party to the Indemnified Party as such Losses are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, documentation with respect to calculations made and consideration of any amounts recovered from Collateral Sources. Such indemnification payments shall be effected in the following manner: (a) in the case of any indemnification payment in respect of an indemnification obligation of the Company Converting Holders pursuant to Section 11.2 or the United Converting Holder pursuant to Section 11.3, through a cash payment by the applicable Company Converting Holders or United Converting Holder, as applicable, by wire transfer of immediately available funds to HoldCo (provided that to the extent the aggregate cash and cash equivalents of HoldCo and its Subsidiaries as of the date of determination of the amount of such indemnification payment (and after taking into account all Losses to which such indemnification payment relates) exceed $300,000,000 (such dollar threshold, the “Cash Threshold,” and the amount of such excess, the “Cash Excess”), the Company Converting Holders or the United Converting Holder, as applicable, may elect to surrender up to a number of shares of HoldCo Capital Stock (rounded to the nearest whole number) with an aggregate value equal to the Cash Excess, which such shares, as so valued, shall reduce the amount of the cash payment required until of such Company Converting Holders or United Converting Holder, as applicable, on a dollar-for-dollar basis); and (b) in the case of any indemnification payment in respect of an indemnification obligation of HoldCo pursuant to Section 11.4, through a cash payment by HoldCo, by wire transfer of immediately available funds to the Company Converting Holders or United Converting Holder, as applicable (provided that to the extent the aggregate cash and cash equivalents of HoldCo and its Subsidiaries as of the date of determination (and after taking into account all Losses to which such good faith dispute is resolved in accordance indemnification payment relates) do not exceed the Cash Threshold (the amount of such deficit, the “Cash Deficit”)), HoldCo may elect to issue to the Company Converting Holders or United Converting Holder, as applicable, for no additional consideration, up to a number of shares of HoldCo Capital Stock (rounded to the nearest whole number) with an aggregate value equal to the Cash Deficit, which such shares, as so valued, shall reduce the amount of the cash payment required of HoldCo on a dollar-for-dollar basis). For purposes of determining the number of shares of HoldCo Capital Stock to be surrendered by or issued to the Company Converting Holders pursuant to this Section 1211.10, the shares of HoldCo Capital Stock shall be valued at the implied equity value of HoldCo as of the Closing, after giving effect to the transactions contemplated by this Agreement; providedprovided that if, howeverfollowing the Closing Date, the shares and classes of HoldCo Capital Stock shall have been changed into a different number or classes of shares by reason of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification or other like change, then the number of shares of HoldCo Capital Stock to be surrendered or issued to the Company Converting Holders shall be equitably adjusted, without duplication, to provide the Company Converting Holders or HoldCo, as applicable, with the same economic benefit, if any, that any amount such Person(s) would have had the right to receive if such change had not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.occurred. ARTICLE XII

Indemnification Payments. (a) All Indemnity Payments under this Agreement by an Indemnifying Party pursuant to Section 5.2 in respect of any Loss shall be made by Pluto directly limited to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence amount of any change Liability that remains after deducting therefrom any insurance proceeds (less any expected increase in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Lawfuture premiums) and as interest income any indemnity, contribution or other similar payment received by the Indemnified Party (includible in income respect of any such claim; provided, that to the extent provided by Lawthat Parent or Buyer are entitled to and actually fully satisfy any of their Claim Amounts via the Indemnification Settlement Method, and subsequently to such satisfaction Parent or Buyer actually receive any insurance proceeds (less any expected increase in future premiums) or any indemnity, contribution or other similar payment in respect of such Claim Amount (the “Proceeds”), such Proceeds shall be separately designated as held for the benefit of Seller, and Parent and Buyer shall provide such Proceeds to Seller via the same consideration that such Claim Amount was satisfied pursuant to the Indemnification Settlement Method. The amount of Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement (the payment shall not be adjusted to take into account “Insurance Recovery Efforts”); provided, that any associated Tax Benefit to the Indemnifying representations, warranties or covenants survival period set forth in Section 5.1 or any period during which any Indemnified Party or increase in Tax to the Indemnified Party. (d) If an may make a demand for indemnification obligation of from any Indemnifying Party under pursuant to this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item ARTICLE V shall be tolled for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount same duration of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group Insurance Recovery Efforts. All payments from one Party to this Agreement to another Party to this Agreement made under this ARTICLE V are in the nature of adjustments to the Purchase Price, and each Party agrees that it will file its federal, state and local Tax Returns in a manner consistent with respect treating such payments as adjustments to the Purchase Price. Any indemnification payments required to be made by a Party to this Agreement under this ARTICLE V shall be made promptly (but in no event later than ten (10) Business Days after the determination thereof, including the determinations set forth in Section 5.8) via wire transfer of immediately available funds to such deduction bank and accounts as are designated by Buyer or other item, determined using a “with and without” methodology Parent (treating any deductions attributable to in the Indemnity Payment as the last items claimed for any taxable period including after the utilization case of any available Tax Attributesindemnification payment to any Buyer Party) or Seller (in the case of any indemnification payment to any Seller Party). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. The Seller and Buyer hereby each agrees to pay the amount of established Loss within fifteen (15) days after the establishment thereof, in cash by the Seller and the Buyer, as the case may be. Notwithstanding anything herein to the contrary, the right of the Indemnitees to indemnification is limited as follows: (a) All Indemnity Payments under The Indemnitees will be entitled to indemnification pursuant to this Agreement Article X to the extent (but only to the extent) that the aggregate amount of all Losses (whether arising out of a single incident, occurrence or claim or more than one incident, occurrence or claim) suffered by the Indemnitees exceeds eighty five thousand dollars and no/cents ($85,000.00) (the “Indemnification Threshold”), in which event the Indemnitees seeking indemnification hereunder may recover only the amount of Loss in excess of the Indemnification Threshold. The Indemnification Threshold shall be made by Pluto directly not apply to Spinco the indemnification sought in respect of the Retained Liabilities, Assumed Liabilities and by Spinco directly to Pluto; Losses resulting from fraud. (b) The aggregate amount of liability for indemnification shall not exceed, in the case of either the Seller’s liability or the Buyer’s liability, one million three hundred eighty-seven thousand five hundred dollars and no/cents ($1,387,500.00), provided, however, that if there shall be no cap on the Companies mutually agree liability of the parties with respect to any such Indemnity Paymentthe Retained Liabilities, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, Assumed Liabilities and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the DistributionLosses resulting from fraud. (c) Anything herein The Indemnitees will not be entitled to the contrary notwithstanding, indemnification pursuant to this Article X for Losses to the extent the Indemnifying Party makes a payment of interest that any Indemnitee has been compensated therefor pursuant to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party4.4. (d) If an Claims for indemnification obligation pursuant to this Section 10.5 resulting from breaches of any Indemnifying Party representations and warranties may only be asserted during the period of survival (if any) of such representations and warranties under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes)Section 10.1. (e) Pluto and Spinco and No claim for indemnification shall be made with respect to any matter to the members extent that insurance proceeds from third-party insurer have been actually collected with respect to that matter by any of the Indemnitees or any of their respective Groups Affiliates. In the event the indemnitor has paid indemnification for any loss which the Indemnitee or any of its Affiliates actually receives any insurance proceeds from the third-party insurer with respect thereto, the Indemnitee shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include promptly pay the amount due under Section 2.01. Notwithstanding of such insurance proceeds to the foregoing, if Pluto or Spinco disputes in good faith indemnitor at the fact or time such proceeds are received up to the amount of its obligation under Section 2.01, then no payment of the loss for which the indemnitor has paid to the Indemnitee. The parties hereto acknowledge and agree that the indemnitor is required to pay to the Indemnitee the amount in dispute shall be of loss that is not reimbursed by the insurance company due to applicable deductible and that the Indemnitee is not required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any to pay to the indemnitor the amount of insurance proceeds the Indemnitee could have received were it not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13for applicable deductible.

Indemnification Payments. (a) All Indemnity Payments Any payment required to be made under this Agreement Article XI shall be made by Pluto directly wire transfer of immediately available funds to Spinco and by Spinco directly such account or accounts as the Claimant shall designate to Plutothe Indemnifying Party in writing; provided, howeverthat such payments shall be made, that if without duplication or double-counting, only to Buyer or Seller, respectively. Each Claimant shall be obligated to use its reasonable good faith efforts to mitigate to the Companies mutually agree with respect extent reasonably practicable the amount of any Losses for which it is entitled to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versaseek indemnification hereunder. (b) Subject Upon making any indemnification payment, the Indemnifying Party will, to Section 2.02(c) belowthe extent of such payment, be subrogated to all rights of the Claimant against any third party in respect of the absence Loss to which the payment relates; provided, that until the Claimant recovers full payment of its Loss, any and all claims of the Indemnifying Party against any such third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Claimant’s rights against such third party. Without limiting the generality of any change in Tax treatment under other provision hereof, each such Claimant and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the Code above-described subrogation and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distributionsubordination rights. (c) Anything herein to The amount of any Losses sustained by the contrary notwithstanding, to the extent Claimant and owed by the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense reduced by any amount received by such Claimant with respect thereto under any insurance or reinsurance coverage or from any other party alleged to be responsible therefor. The Claimant shall use reasonable efforts to collect any amounts available under such insurance or reinsurance coverage and from such other party alleged to have responsibility. If the Claimant receives an amount under insurance or reinsurance coverage or from such other party with respect to Losses for which the Indemnifying Party (deductible has previously paid the Claimant pursuant to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment this Article XI, then such Claimant shall not be adjusted to take into account any associated Tax Benefit to promptly reimburse the Indemnifying Party or increase in Tax for such indemnification payment previously paid by the Indemnifying Party up to the Indemnified Partyactual amount of insurance or reinsurance proceeds so received by the Claimant. All indemnification payments under this Article XI shall be deemed adjustments to the Purchase Price for applicable Tax purposes, unless otherwise required by Applicable Tax Law. (d) If an No Party shall make any indemnification obligation payment under this Article XI with respect to any Losses or Liabilities hereunder to the extent that such indemnification payment would result in the duplication or double-counting of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction indemnification or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group reinsurance payment made or payable with respect to such deduction Losses or other item, determined using a “with and without” methodology (treating Liabilities under any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13Related Agreements.

Indemnification Payments. Any indemnification claims against the Indemnifying Parties (aother than for claims based on fraudulent, criminal or intentional misconduct) All Indemnity Payments under this Agreement shall be made satisfied solely by Pluto directly to Spinco the Escrow Property (with such indemnification first be applied against the Escrow Shares and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to then against any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other handEscrow Property), and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments no Indemnifying Party shall be reported required to make any out-of-pocket payment for Tax purposes by the payor and the recipient as distributions indemnification other than claims based on fraudulent, criminal or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law)intentional misconduct. The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an Any indemnification obligation of any an Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise Article X will be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology paid within five (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including 5) Business Days after the utilization determination of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided10.04 (and Parent, howeverCompany, and the Parent Representative will provide or cause to be provided to the Escrow Agent any written instructions or other information or documents required by the Escrow Agent to do so). Notwithstanding anything to the contrary contained herein, any indemnification payments will be made to Parent or its successors. With respect to any indemnification payment, the value of each Escrow Share or any other share of Parent Common Stock for purposes of determining the indemnification payment shall be the Parent Share Price on the date that the indemnification claim is finally determined in accordance with this Article X. Any Escrow Shares or other shares of Parent Common Stock received by Parent as an indemnification payment shall be promptly cancelled by Parent after its receipt thereof. Without limiting any amount not paid within thirty (30) days after written demand therefor shall bear interest of the foregoing or any other rights of the Indemnified Parties under this Agreement or any Ancillary Agreement or at law or equity, in the event that an Indemnifying Party fails or refuses to promptly indemnify an Indemnified Party as provided herein or otherwise fails or refuses to make any payments required under any Ancillary Agreement, in either case, where it is established that such Indemnifying Party is obligated to provide such indemnification or to make such payment, the applicable Indemnified Party shall, in its sole discretion, be entitled to claim a portion of the shares of Parent Common Stock then owned by such Indemnifying Party up to an amount equal in value (based on the then current Parent Share Price) to the amount owed by such Indemnifying Party. In the event that such Indemnifying Party fails to promptly transfer any such shares of Parent Common Stock pursuant to this Section 1310.05, Parent shall be and hereby is authorized as the attorney-in-fact for such Indemnifying Party to transfer such shares of Parent Common Stock to the proper recipient thereof as required by this Section 10.05, and may transfer such shares of Parent Common Stock and cancel the stock certificates for such shares on the books and records of Parent and issue new stock certificates to such transferee and may instruct its agents and any exchanges on which Parent Common Stock is listed or traded to do the same.

Indemnification Payments. Any indemnification claims against the Indemnifying Parties (aother than for Fraud Claims or Control Claims) All Indemnity Payments under this Agreement shall be made satisfied solely by Pluto directly to Spinco the Escrow Property (with such indemnification first be applied against the Escrow Shares and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to then against any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other handEscrow Property), and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments no Indemnifying Party shall be reported required to make any out-of-pocket payment for Tax purposes by the payor and the recipient as distributions indemnification other than in connection with Fraud Claims or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law)Control Claims. The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an Any indemnification obligation of any an Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise ARTICLE VIII will be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology paid within five (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including 5) Business Days after the utilization determination of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; providedthis ARTICLE VIII (and Avalon and the Sen Lang Representative will provide or cause to be provided to the Escrow Agent any written instructions or other information or documents required by the Escrow Agent to do so). Notwithstanding anything to the contrary contained herein, howeverany indemnification payments will be made to Avalon or its successors. With respect to any indemnification payment, the value of each Escrow Share or any other share of Avalon Common Stock for purposes of determining the indemnification payment shall be the Avalon Per Share Price. Any Escrow Shares or other shares of Avalon Common Stock received by Avalon as an indemnification payment shall be promptly cancelled by Avalon after its receipt thereof. Without limiting any of the foregoing or any other rights of the Indemnified Parties under this Agreement or any Ancillary Document or at law or equity, in the event that any amount not paid within thirty (30) days after written demand therefor shall bear interest an Indemnifying Party fails or refuses to promptly indemnify an Indemnified Party as provided herein or otherwise fails or refuses to make any payments required under any Ancillary Document, in either case, where it is established that such Indemnifying Party is obligated to provide such indemnification or to make such payment, the applicable Indemnified Party shall, in its sole discretion, be entitled to claim a portion of the shares of Avalon Common Stock then owned by such Indemnifying Party up to an amount equal in value (based on the Avalon Per Share Price) to the amount owed by such Indemnifying Party. In the event that such Indemnifying Party fails to promptly transfer any such shares of Avalon Common Stock pursuant to this Section 138.4, Avalon shall be and hereby is authorized as the attorney-in-fact for such Indemnifying Party to transfer such shares of Avalon Common Stock to the proper recipient thereof as required by this Section 8.4, and may transfer such shares of Avalon Common Stock and cancel the stock certificates for such shares on the books and records of Avalon and issue new stock certificates to such transferee and may instruct its agents and any exchanges on which Avalon Common Stock is listed or traded to do the same.

Indemnification Payments. An Indemnifying Party shall pay to the Indemnified Party the full amount of any and all Losses (aother than Losses resulting from a Third Party Claim) All Indemnity Payments for which it is required to indemnify the Indemnified Party under this Agreement Article 5 within ten (10) days after its receipt of notice thereof from the Indemnified Party, and the full amount of any and all Losses resulting from a Third Party Claim within ten (10) days after final settlement or adjudication thereof; and in each case, thereafter the amount of any such Loss shall be made bear interest at the rate of interest publicly announced in Atlanta, Georgia from time to time by Pluto directly to Spinco and by Spinco directly to Pluto; providedNationsBank of Georgia, howeverN.A. as its prime rate, that if plus one percent (1%) per annum. After complying with the Companies mutually agree provisions of Section 5.4 hereof with respect to any such Indemnity PaymentLoss that results from a Third Party Claim (if applicable), the Buyer shall be entitled to offset from any member payments due the Seller or any of the Pluto Group, on the one hand, may make such Indemnity Payment to any member Seller Shareholders as part of the Spinco GroupPurchase Price or otherwise (including but not limited to the SanTi Stock), on the other handfull amount of any and all Losses (whether or not resulting from a Third Party Claim) for which the Seller or any Seller Shareholder is required to indemnify any Buyer Indemnitee pursuant to Section 5.2 hereof, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of Buyer shall not be liable for any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein amounts so offset. Notwithstanding anything to the contrary notwithstandingset forth in this Agreement, the Buyer agrees that, in satisfying its remedies under this Agreement, it shall proceed against the following sources of recovery in the order listed: 1. the SanTi Stock, but only for so long as the SanTi Stock is pledged to the Buyer pursuant to the Stock Pledge; 2. any and all amounts currently due and payable, but unpaid, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount any of the payment Seller Shareholders under any and all employment and/or consulting agreements entered into between the Buyer and any of the Seller Shareholders on or about the Closing Date; provided that the Buyer shall not be adjusted required to take into account wait until future amounts are due and payable thereunder prior to proceeding against any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount sources described in dispute shall be required until item 3 immediately following; and 3. any such good faith dispute is resolved in accordance with Section 12; provided, however, that and all of the assets of the Seller or any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13of the Seller Shareholders.

Indemnification Payments. (a) All Indemnity Payments under this Agreement Any indemnification claims against the Indemnitors shall first be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect applied to any such Indemnity Payment, any member of Company Ordinary Shares owned by the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other handIndemnitors, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of then against any change in Tax treatment under the Code and except as otherwise required by cash or other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes property owned by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law)Indemnitors. The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an Any indemnification obligation of any Indemnifying Party an Indemnitor under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise Article VII will be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology paid within five (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including 5) Business Days after the utilization determination of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided7.4. Notwithstanding anything to the contrary contained herein, howeverany indemnification payments will be made to the Company or its successors. With respect to any indemnification payment, the value of each Company Ordinary Share for purposes of determining the indemnification payment shall be the Company Share Price on the date that the indemnification claim is finally determined in accordance with this Article VII. The Company will hold as treasury shares and not reissue/resell, and will as promptly as reasonably practicable thereafter (but in any amount not paid within thirty (30event prior to the end of the statutory period) days after written demand therefor shall bear interest cancel, any Company Ordinary Shares delivered to it by Parent hereunder. Without limiting any of the foregoing or any other rights of the Indemnitees under this Agreement or any Ancillary Document or at law or equity, in the event that an Indemnitor fails or refuses to promptly indemnify an Indemnitee as provided herein or otherwise fails or refuses to make any payments required under any Ancillary Document, in either case, where it is established that such Indemnitor is obligated to provide such indemnification or to make such payment, the applicable Indemnitee shall, in its sole discretion, be entitled to claim a portion of the Company Ordinary Shares then owned by such Indemnitor up to an amount equal in value (based on the then current Company Share Price) to the amount owed by such Indemnitor. In the event that such Indemnitor fails to promptly transfer any such Company Ordinary Shares pursuant to this Section 137.5, the Malacca Representative on behalf of the Company shall be and hereby is authorized as the attorney-in-fact for such Indemnitor to transfer such Company Ordinary Shares to the proper recipient thereof as required by this Section 7.5, and may transfer such Company Ordinary Shares and cancel the certificates for such shares on the books and records of the Company and issue new share certificates to such transferee and may instruct its agents to do the same.

Indemnification Payments. (a) All Indemnity Payments If an Indemnitee has a claim for an indemnification payment from an Indemnifying Party under this Agreement Agreement, the Indemnitee shall be made by Pluto directly promptly provide to Spinco the Indemnifying Party notice of such claim, including a description of such claim and by Spinco directly a detailed calculation of the amount of the indemnification payment that is claimed. The Indemnifying Party shall pay the amount of such indemnification obligation to Pluto; providedthe Indemnitee no later than 10 business days prior to the Due Date for the payment of the relevant Tax or 10 business days after the Indemnifying Party receives the Indemnitee's calculations of the Indemnifying Party's indemnification obligation hereunder, howeverwhichever occurs last, that if unless the Companies mutually agree Indemnifying Party reasonably disputes the amount of, or its liability for, such payment. Interest shall accrue with respect to any such Indemnity Paymentindemnification payment (including, without limitation, any member of disputed payment that is ultimately required to be made) not made within the Pluto Groupperiod provided for payment, on at the one hand, may make Underpayment Rate in effect under the Code at such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versatime. (b) Subject to Section 2.02(cThe amount of all indemnification obligations under this Agreement (other than the Distribution Gain Payment) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported calculated on an after-tax basis (without taking into account any net operating loss or other similar tax credit or item available to offset such amount). Any payments made to one party by another party pursuant to this Agreement shall be treated for all Tax purposes by the payor and the recipient as nontaxable payments (distributions or capital contributions, as appropriatethe case may be) made immediately prior to the Merger, occurring immediately before unless, and then only to the Distributionextent, otherwise required by a Final Determination. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an All indemnification obligation of any Indemnifying Party payments under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account of the present value of any actual net Tax Benefit benefit (including, but not limited to, any current or future deductions, any reduction of income or gain upon a sale, disposition, conveyance, license or other similar transaction as a result of increased Tax basis, any Tax refunds received, any use of a credit of Taxes and any increase in the amount of losses, reliefs, allowances or other similar Tax attributes) realized by the Indemnified Indemnitee in connection with or otherwise arising (directly or indirectly) from a Tax Controversy. Upon the written request of the Indemnifying Party’s Group , the Indemnitee shall provide the amount of the Tax benefit realized by the Indemnitee in connection with or otherwise arising (directly or indirectly) from a Tax Controversy together with reasonable detail with respect to such calculation. In computing the amount of any such Tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or other item, determined using a “with and without” methodology (treating credit before recognizing any deductions attributable to item arising from the Indemnity Payment as the last items claimed for any taxable period including after the utilization receipt of any available indemnification payment hereunder or from a Tax Attributes)Controversy. The Indemnitee shall cooperate fully with all commercially reasonable requests from the Indemnifying Party in connection with determining the present value of such net Tax benefit. (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (ai) All Indemnity Payments under this Agreement shall be made by Pluto directly If the Parent intends to Spinco and by Spinco directly assert a claim against the Escrow Property for Losses pursuant to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member Articles XII or XIII of the Pluto GroupMerger Agreement, on the one hand, may make such Indemnity Payment to any member Parent shall deliver a Claims Notice in accordance with Section 12.4 of the Spinco Group, on Merger Agreement or notice in accordance with Section 13.4 of the other hand, Merger Agreement to the Escrow Agent and vice versathe Stockholders’ Representative prior to the termination of the applicable survival period for such claim. (bii) Subject to Section 2.02(c) belowIf, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) calendar days after receipt by the Escrow Agent and the Stockholders’ Representative of a Claims Notice or other notice pursuant to Article XIII of the Merger Agreement (the “Objection Period”), the Escrow Agent has not received a written demand therefor. Any such demand shall include statement from the Stockholders’ Representative (the “Objection Notice”) disputing the Parent’s right to indemnification and/or the amount due under Section 2.01. Notwithstanding of indemnification sought in such notice, the foregoingEscrow Agent shall, if Pluto or Spinco disputes in good faith within five (5) Business Days following the fact or expiration of the Objection Period, deliver to the Parent out of the Escrow Property such number of Parent Shares having an aggregate value (based upon the Agreed Upon Per Share Value) equal to the lesser of (x) the amount of its obligation under Section 2.01the available remaining Escrow Property (based upon the Agreed Upon Per Share Value) and (y) the amount specified in the Claims Notice or other notice pursuant to Article XIII of the Merger Agreement. (iii) If, then no payment during the Objection Period, the Escrow Agent receives an Objection Notice, the Escrow Agent shall (i) promptly forward a copy of that statement to the Parent, (ii) if applicable, deliver to the Parent out of the remaining Escrow Property such number of Parent Shares having an aggregate value (based upon the Agreed Upon Per Share Value) equal to the amount that is specifically set forth in the Objection Notice not to be in dispute and (iii) continue to hold, to the extent available, in escrow such number of Parent Shares having an aggregate value (based upon the Agreed Upon Per Share Value) equal to the amount in dispute, until receipt of (A) a joint statement signed by the Stockholders’ Representative and the Parent directing the disposition of all or part of the remaining Escrow Property or (B) a certified copy of a final, non-appealable order of a court of competent jurisdiction (a “Final Determinations”) of the disputed matters set forth in the Objection Notice ordering the Escrow Agent to dispose of the amount in dispute (but in no event to exceed the number of Parent Shares remaining in the Escrow Property). The Escrow Agent shall be required until entitled to receive and may conclusively rely upon an opinion of counsel from the Stockholders’ Representative’s or the Parent’s counsel accompanying each Final Determination, to the effect that the relevant court had authority to determine the amount and liability with respect to the claim made by the Parent, and that such court has rendered a final judgment for which all related rights to appeal have been denied or expired. Upon receipt of any such statement or Final Determination, the Escrow Agent shall promptly comply with its terms. (iv) The Escrow Property shall only be available to pay for (x) any purchase price adjustment in favor of the Parent, (y) Losses incurred by a Buyer Indemnitee for Taxes under Article XIII of the Merger Agreement and (z) Losses incurred by a Buyer Indemnitee under Article XII of the Merger Agreement (such Losses referred to in clauses (y) and (z) above, “Indemnification Losses”. (v) The Parent and the Stockholders’ Representative acknowledge and agree that the Escrow Property shall be the Parent’s sole and exclusive remedy for any claims under Sections 12.2(a) and 13.1(a) of the Merger Agreement (other than Unrestricted Claims). In the event the number of Parent Shares in the Escrow Property is insufficient to pay the amount of the purchase price adjustment in favor of the Parent under the Merger Agreement or any claim for which the Escrow Property is the sole and exclusive remedy in full (other than Unrestricted Claims), the Parent shall not be entitled to collect any amounts in excess of the then available Escrow Property and no Stockholder or other Person shall have any liability for any shortfall. (vi) Except as otherwise directed by the Stockholders’ Representative, not later than ten (10) calendar days after the end of each calendar quarter during the term of this Agreement until such time as the Escrow Property is fully depleted, all accrued and unpaid Escrow Property Interest shall be released by the Escrow Agent to the Stockholders based on each Stockholder’s Escrow Allocation Percentage as set forth on Schedule 2 attached hereto. (vii) Except as otherwise directed by the Stockholders’ Representative, on September 25, 2011, the Escrow Agent shall release all Parent Shares remaining in the Escrow Property (including any remaining accrued and unpaid Escrow Property Interest thereon) to the Stockholders based on each Stockholder’s Escrow Allocation Percentage; provided, that the Escrow Agent shall retain in the remaining Escrow Property a number of Parent Shares having an aggregate value (based upon the Agreed Upon Share Value), to the extent available, equal to the sum of (A) any amount then payable to the Parent under Section 2(b)(ii) and (B) any additional amount of Indemnification Losses claimed in good faith dispute is resolved by the Parent and disputed in good faith by the Stockholders’ Representative in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 132(b)(iii).

Indemnification Payments. (a) All Indemnity Payments If Purchaser wishes to assert in good faith a claim against the Earn-Out Amount or Deemed Earn-Out Amount under the terms and subject to the limitations of this Agreement Article 10, Purchaser shall give prompt notice of such claim to the Sellers’ Representative (and such notice in any event shall not be given later than 60 days after the end of the Earn-Out Period), such notice shall specify the nature of such claim, the amount of such claim to the extent known, or, if the amount is not known, the estimated amount of such claim determined in good faith by Purchaser, the basis for the calculation of such actual or estimated amount, and a statement that such claim relates to Losses as to which Purchaser is entitled to indemnification under the terms and limitations of this Article 10. Subject to the following proviso, Purchaser shall not be entitled to reduce or make an offset against the Earn-Out Amount or Deemed Earn-Out Amount with respect to such claim unless and until there has been a Final Determination as to such claim in favor of Purchaser and such reduction or set off shall be made by Pluto directly to Spinco and by Spinco directly to Plutosolely in the amount of the Final Determination in favor of Purchaser; provided, however, that if in the Companies mutually agree with respect to any such Indemnity Paymentevent a Final Determination has not been made at the time the Earn-Out Amount or Deemed Earn-Out Amount would have been otherwise payable, any member Purchaser shall deposit the amount of the Pluto GroupEarn-Out Amount or Deemed Earn-Out Amount in dispute into a segregated account at a mutually acceptable financial institution. Subject to the preceding sentence, on in the one handevent that the Earn-Out Amount or Deemed Earn-Out Amount becomes due and payable in accordance with the terms and conditions of this Agreement, may make Purchaser shall pay to Company the entire Earn-Out Amount or Deemed Earn-Out Amount, as applicable, less the amount to which Purchaser is entitled to a setoff or reduction against the Earn-Out Amount or Deemed Earn-Out Amount pursuant to the Final Determination, and such Indemnity Payment to any member payment shall be made not later than the later of (x) 60 days after the date of the Spinco GroupFinal Determination or (y) the date on which the Earn-Out Amount or Deemed Earn-Out Amount is required to paid under Section 2.5, on by wire transfer of immediately available funds. For the other handavoidance of doubt, and vice versasubject to the limitations set forth in Section 10.5, Purchaser Indemnitees shall have the right to withhold from, reduce, set-off against and retain from any payment of the Earn-Out Amount or Deemed Earn-Out Amount, as applicable, Purchaser’s good faith estimate of any indemnification to which a Purchaser Indemnitee is entitled under this Agreement. (b) Subject to For purposes of Section 2.02(c10.8(a), a “Final Determination” means either (A) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor that Purchaser and the recipient as distributions or capital contributionsSellers’ Representative have entered into an agreement in writing, signed by both of them, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoingamount, if Pluto any, of such claim to which Purchaser is entitled, or Spinco disputes in good faith (B) the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute Dispute shall be required until any such good faith dispute is have been fully and finally resolved in accordance with Section 12; provided10.7 above. Unless otherwise set forth in this Article 10, however, that any amount indemnification payments required to be made pursuant to this Article 10 shall be made not paid within thirty (30) later than 60 days after written demand therefor shall bear interest as provided in Section 13the date of the Final Determination.

Indemnification Payments. (a) All Subject to Section 7.4(b), Parent shall be entitled to deduct the amount of any Indemnity Claim pro rata from the Subsequent Payments then outstanding and in equal proportions of Cash Consideration and Stock Consideration, such that an amount equal to 50% of each such Indemnity Claim shall be deducted pro rata from the Cash Consideration of such Subsequent Payments and an amount equal to 50% of each such Indemnity Claim shall be deducted pro rata from the Stock Consideration portion of such Subsequent Payments, with such Stock Consideration valued at the Deemed Share Value. Except for Indemnity Claims arising out of Losses of an Indemnified Party arising out of Excluded Liabilities, the Company Securityholders’ maximum aggregate liability under this Agreement Article VII shall not exceed $1,625,000 (the “Holdback Amount”), and each Company Securityholder shall only be made by Pluto directly liable up to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member Company Securityholder’s pro rata share of the Pluto GroupHoldback Amount. For Indemnity Claims arising out of Losses of an Indemnified Party arising out of (i) fraud, intentional misrepresentation or willful breach or misconduct by the Company, (ii) any breach of this Agreement which the Company had knowledge on or prior to the one handEffective Time, may make or (iii) any claims related to a Fundamental Representation while it survives pursuant to Section 7.1(a) above (the “Excluded Liabilities”), the Company Securityholders’ maximum aggregate liability under this Article VII shall not exceed the aggregate Merger Consideration, and for such Indemnity Payment Excluded Liabilities, each Company Securityholder shall only be liable up to any member such Company Securityholder’s pro rata share of the Spinco Group, on the other hand, and vice versaaggregate Merger Consideration. (b) Subject to Notwithstanding Section 2.02(c7.4(a), (i) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments Parent shall be reported for Tax purposes by entitled to deduct any Indemnity Claims relating to Excluded Liabilities from any Subsequent Payment then outstanding, such that an amount equal to 50% of such Indemnity Claim shall be deducted from the payor Cash Consideration of such Subsequent Payment and an amount equal to 50% of each such Indemnity Claim shall be deducted from the recipient as distributions or capital contributionsStock Consideration portion of such Subsequent Payment, as appropriatewith such Stock Consideration valued at the Deemed Share Value, occurring immediately before and (ii) Parent shall be entitled to deduct any Indemnity Claims relating to the Distributionpayment of the Initial Payment, including any Indemnity Claims arising out of the allocation of the Initial Payment, from any Subsequent Payment then outstanding. (c) Anything herein Following the resolution of an Indemnity Claim, any amounts deducted by Parent from the Subsequent Payments in connection with such Indemnity Claim and in accordance with this Agreement or amounts withheld in connection with such Indemnity Claim pursuant to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment 7.4(d) below shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) free and as interest income clear of any legal or equitable claim asserted by the Indemnified Party (includible in income to the extent provided by Law). The amount Stockholder Representative or any Company Securityholder or any of the payment shall not be adjusted to take into account their respective Affiliates, successors, heirs, spouses, executors, administrators or legal representatives, including any associated Tax Benefit to the Indemnifying Party common law or increase in Tax to the Indemnified Partyother right of offset. (d) If an indemnification obligation at the time of the termination of the Survival Period any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustmentClaim Notice given by Parent remains unresolved, Parent shall reduce the amount of any the next Subsequent Payment by the maximum aggregate amount of exposure of the potential Indemnity Payment for all matters reflected in all such unresolved Claim Notices (the “Unresolved Amount”), pending final determination of such matters. To the extent it is finally determined that Parent was not entitled to deduction of such amounts, Parent shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable promptly pay to the Indemnity Payment as Company Securityholders the last items claimed for any taxable period including after the utilization appropriate portion of any available Tax Attributes)such Subsequent Payment. (e) Pluto The Parties agree to treat each indemnification payment pursuant to this Article VII as an adjustment to the Merger Consideration for all Tax purposes and Spinco shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code. (f) Except for any equitable relief, including injunctive relief or specific performance, to which Parent may be entitled, and in the members case of their respective Groups fraud or misrepresentation, the remedies provided in this Article VII shall discharge their obligations under Section 2.01 constitute the sole and exclusive remedy for any post-Closing claims made for breach of the representations and warranties contained in this Agreement. (g) No claim may be made by paying any Indemnified Party for indemnification pursuant to Article VII, unless and until the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or aggregate amount of its obligation under Losses for which the Indemnified Parties seek to be indemnified pursuant to Section 2.017.2 exceeds $50,000, then no payment of at which time the amount in dispute Indemnified Parties shall be required until any entitled to indemnification for all such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid Losses (including all Losses included within thirty (30) days after written demand therefor shall bear interest as provided in Section 13such amount).

Indemnification Payments. (a) All Indemnity Payments Any indemnification claims against the Seller Indemnitors (other than for Fraud Claims) shall be satisfied solely by the Escrow Property (with such indemnification first applied against the Escrow Shares and then against any other Escrow Property), and no Seller Indemnitor shall be required to make any out-of-pocket payment for indemnification other than in connection with Fraud Claims. Any indemnification obligation of a Seller Indemnitor under this Article VI will be paid within five (5) Business Days after the determination of such obligation in accordance with Section 6.4 (and the Purchaser Representative and the Seller Representative will provide or cause to be provided to the Escrow Agent any written instructions or other information or documents required by the Escrow Agent to do so). Notwithstanding anything to the contrary contained herein, any indemnification payments by the Seller Indemnitors will be made to Pubco or its successors. With respect to any indemnification payment, the value of each Escrow Share or any other share of Pubco Common Stock for purposes of determining the indemnification payment shall be the Pubco Share Price on the date that the indemnification claim is finally determined in accordance with this Article VI. Any Escrow Shares or other shares of Pubco Common Stock received by Pubco as an indemnification payment shall be promptly cancelled by Pubco after its receipt thereof. Without limiting any of the foregoing or any other rights of the Purchaser Indemnitees under this Agreement or any Ancillary Document or at law or equity, in the event that a Seller Indemnitor fails or refuses to promptly indemnify a Purchaser Indemnitee as provided herein or otherwise fails or refuses to make any payments required under any Ancillary Document, in either case, where it is established that such Seller Indemnitor is obligated to provide such indemnification or to make such payment, the applicable Purchaser Indemnitee shall, in its sole discretion, be entitled to claim a portion of the shares of Pubco Common Stock then owned by such Seller Indemnitor up to an amount equal in value (based on the then current Pubco Share Price) to the amount owed by such Seller Indemnitor. In the event that such Seller Indemnitor fails to promptly transfer any such shares of Pubco Common Stock pursuant to this Section 6.5 or Section 1.15, the Purchaser Representative on behalf of Pubco shall be made and hereby is authorized as the attorney-in-fact for such Seller Indemnitor to transfer such shares of Pubco Common Stock to the proper recipient thereof as required by Pluto directly to Spinco this Section 6.5 or Section 1.15, and by Spinco directly to Pluto; provided, however, that if may transfer such shares of Pubco Common Stock and cancel the Companies mutually agree with respect to any stock certificates for such Indemnity Payment, any member of the Pluto Group, shares on the one hand, books and records of Pubco and issue new stock certificates to such transferee and may make such Indemnity Payment instruct its agents and any exchanges on which Pubco Common Stock is listed or traded to any member of do the Spinco Group, on the other hand, and vice versasame. (b) Subject Any indemnification claims against the Purchaser Indemnitors under this Article VI shall be satisfied through the issuance by Pubco to the Seller Indemnitees of that number of shares of Pubco Common Stock equal in value to the indemnifiable claim payable to the Seller Indemnitees based on the Pubco Share Price on the date that the indemnification claim is finally determined in accordance with this Article VI (subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law6.3(d)). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an Any indemnification obligation of any Indemnifying Party a Purchaser Indemnitor under this Agreement arises in respect Article VI will be paid by Pubco through the issuance of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology shares within five (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including 5) Business Days after the utilization determination of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided6.4 (and the Purchaser Representative and the Seller Representative will provide or cause to be provided to the transfer agent for the Pubco Common Stock any written instructions or other information or documents required to do so and Pubco will confirm same and cause its counsel to deliver any opinion necessary for the issuance of such shares). Without limiting any of the foregoing or any other rights of the Seller Indemnitees under this Agreement or any Ancillary Document or at law or equity, however, in the event that any amount not paid within thirty (30) days after written demand therefor shall bear interest a Purchaser Indemnitor fails or refuses to promptly indemnify a Seller Indemnitee as provided herein, where it is established that such Purchaser Indemnitor is obligated to provide such indemnification, the Seller Representative shall be and hereby is authorized as the attorney-in-fact for such Purchaser Indemnitor to take all necessary steps to cause Pubco to issue the required shares of Pubco Common Stock, including instructing Pubco’s agents and any exchanges on which Pubco Common Stock is listed or traded to do the same. Pubco hereby acknowledges and agrees to comply with the piggyback registration rights granted to the Sellers in each Letter of Transmittal with respect to any shares of Pubco Common Stock issued pursuant to this Section 136.5(b).

Indemnification Payments. (a) All Indemnity Payments Any payment required to be made under this Agreement Article XI shall be made within fifteen (15) Business Days of the date that the amount of the payment is mutually agreed upon or the date the matter is finally adjudicated by Pluto directly wire transfer of immediately available funds to Spinco and by Spinco directly such account or accounts as the Claimant shall designate to Plutothe Indemnifying Party in writing; provided, howeverthat, that if such payments shall be made, without duplication or double-counting, only to Buyer or Seller, respectively, but further provided that, subject to the Companies mutually agree with respect to any such Indemnity Paymentlast sentence of Section 11.5(d) hereof, any member of potential recovery or reimbursement under Se D&O, EPLI and Cyber policies) shall not be considered duplication or double-counting, and the Pluto Group, on the one hand, may Indemnifying Party shall be obligated to make such Indemnity Payment payments when due pursuant to this Article XI, despite the fact that Claimant may receive such future recovery or reimbursement from such policies. Each Claimant shall be obligated to use its reasonable good faith efforts to mitigate to the extent reasonably practicable the amount of any member of the Spinco Group, on the other hand, and vice versaLosses for which it is entitled to seek indemnification hereunder. (b) Subject Upon making any indemnification payment, the Indemnifying Party will, to Section 2.02(c) belowthe extent of such payment, be subrogated to all rights of the Claimant against any third party in respect of the absence Loss to which the payment relates; provided, that until the Claimant recovers full payment of its Loss, any change and all claims of the Indemnifying Party against any such third party on account of said payment are hereby made expressly subordinated and subjected in Tax treatment under right of payment provision hereof, each such Claimant and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the Code above-described subrogation and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distributionsubordination rights. (c) Anything herein to The amount of any Losses sustained by the contrary notwithstanding, to the extent Claimant and owed by the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense reduced by any amount received by such Claimant with respect thereto under any insurance or reinsurance coverage or from any other party alleged to be responsible therefor. The Claimant shall use reasonable efforts to collect any amounts available under such insurance or reinsurance coverage and from such other party alleged to have responsibility. If the Claimant receives an amount under insurance or reinsurance coverage or from such other party with respect to Losses for which the Indemnifying Party (deductible has previously paid the Claimant pursuant to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment this Article XI, then such Claimant shall not be adjusted to take into account any associated Tax Benefit to promptly reimburse the Indemnifying Party or increase in Tax for such indemnification payment previously paid by the Indemnifying Party up to the Indemnified Partyactual amount of insurance or reinsurance proceeds so received by the Claimant. For the avoidance of doubt, Claimant shall be able to collect from the Indemnifying Party the full amount of any Loss before insurance policies. Any indemnification payments recoverable by the Claimant pursuant to this Article XI shall be net of any federal or state income tax benefits realized by such Claimant as a result of the Loss as to which the payment is made, in the year in which the Loss occurs. All indemnification payments under this Article XI shall be deemed adjustments to the Purchase Price. (d) If an No Party shall make any indemnification obligation payment under this Article XI with respect to any Losses or Liabilities hereunder to the extent that such indemnification payment would result in the duplication or double-counting of any indemnification or reinsurance payment made or payable with respect to such Losses or Liabilities under any of the Related Agreements. The Parties agree that any potential future recovery or reimbursement to Claimant through any insurance coverage shall not be considered duplication or double-counting if such recovery or reimbursement is not made available to Claimant at the time an indemnifying payment is due to Claimant by the Indemnifying Party under this Agreement arises Party; provided, that to the extent there is or may be insurance coverage available to Claimant in respect of an adjustment that results in event for which the Indemnifying Party has made an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustmentindemnification payment to Claimant, the amount of any Indemnity Payment Parties shall make appropriate arrangements so that the Indemnifying Party shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable subrogated to the Indemnity Payment as the last items claimed for any taxable period including after the utilization rights of any available Tax Attributes)Claimant in respect of such insurance coverage. (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments under Subject to Sections 7.5(b) and Section 7.5(c), once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Agreement Article VII, the Indemnifying Party shall be made satisfy its obligations within ten (10) Business Days of such agreement or final, non-appealable adjudication by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member wire transfer of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versaimmediately available funds. (b) Subject Any Losses payable to a Buyer Indemnified Party pursuant to Section 2.02(c7.2(a) belowor Section 7.2(d) shall be satisfied (i) first from insurers pursuant to the Representation and Warranty Insurance Policy to the extent such Loss is covered by, in the absence of any change in Tax treatment and recovery is available under the Code Representation and except as otherwise required Warranty Insurance Policy, and (ii) second by other applicable Tax Lawthe Seller Group, all Indemnity Payments on a joint and several basis. Notwithstanding anything to the contrary, if Buyer fails to obtain or maintain the Representation and Warranty Insurance Policy or use commercially reasonable efforts to seek available coverage, Seller Group shall not be liable under Section 7.5(b)(ii) for such amounts that would have been recoverable under Section 7.5(b)(i) but for such failure to obtain or maintain the Representation and Warranty Insurance Policy or use commercially reasonable efforts to seek available coverage. Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party shall be reported for Tax purposes by obligated to bring any suit or Proceeding against the payor insurer of the Representation and the recipient as distributions Warranty Insurance Policy and such decision not to bring any such suit or capital contributions, as appropriate, occurring immediately before the DistributionProceeding shall not be a failure of Buyer to act in a commercially reasonable manner. (c) Anything herein Any Losses payable to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Buyer Indemnified Party under Section 13, pursuant to Sections 7.2(b)-(e) or on account of Fraud by any member of the interest payment Seller Group shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income satisfied by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified PartySeller Group, on a joint and several basis. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments Any payment required to be made under this Agreement Article 9 or Section 6.6 shall be made by Pluto directly wire transfer of immediately available funds to Spinco and by Spinco directly such account or accounts as the Indemnified Party shall designate to Plutothe Indemnifying Party in writing; provided, that, such payments shall be made, without duplication or double-counting, only to Purchaser or Seller, respectively. Each Indemnified Party shall be obligated to use its reasonable good faith efforts to mitigate to the extent reasonably practicable the amount of any Losses for which it is entitled to seek indemnification hereunder. Stock Purchase Agreement Family Life Insurance Company (b) Upon making any indemnification payment, the Indemnifying Party will, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Loss to which the payment relates; provided, however, that if until the Companies mutually agree with respect to Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifying Party against any such Indemnity Payment, any member third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Pluto Group, on Indemnified Party’s rights against such third party. Without limiting the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence generality of any change in Tax treatment under other provision hereof, each such Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the Code above-described subrogation and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distributionsubordination rights. (c) Anything herein to the contrary notwithstanding, to the extent the The amount of any Losses sustained by an Indemnified Party and owed by an Indemnifying Party makes a payment of interest shall be reduced by any amount received by such Indemnified Party with respect thereto under any insurance or reinsurance coverage or from any other party alleged to be responsible therefore. The Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance or reinsurance coverage and from such other party alleged to have responsibility. If the Indemnified Party receives an amount under Section 13insurance or reinsurance coverage or from such other party with respect to Losses sustained at any time subsequent to any indemnification actually paid pursuant to this Article 9, the interest payment shall be treated as interest expense then, subject to the immediately preceding sentence, such Indemnified Party shall promptly reimburse the applicable Indemnifying Party (deductible for any such indemnification payment made by such Indemnifying Party up to the extent provided actual amount so received by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If Any indemnification payments recoverable by an indemnification obligation Indemnified Party pursuant to this Article 9 or Section 6.6 shall be net of any Indemnifying Tax benefits to such Indemnified Party as a result of the Loss as to which the payment is made. All indemnification payments under this Agreement arises in respect of an adjustment that results in an offsetting deduction Article 9 or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment Section 6.6 shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable deemed adjustments to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes)Purchase Price. (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments payments from one Party to this Agreement to another Party to this Agreement made under this Section 7 are in the nature of adjustments to the Purchase Price and each Party agrees that it will file its federal, state and local Tax returns in a manner consistent with treating such payments as adjustments to the Purchase Price. Any indemnity payments required to be made by a Party to this Agreement under this Section 7 shall be made promptly via wire transfer of immediately available funds to such bank and accounts as are designated by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any recipient(s) of such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versaindemnity payments. (b) Subject to Section 2.02(c) below, in the absence The amount of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments Damages to which any Party shall be reported for Tax purposes entitled shall be calculated net of (i) any tax benefit actually received by the payor Indemnified Party in respect of losses giving rise to such liabilities and (ii) any insurance proceeds actually collected by the recipient as distributions Indemnified Party in respect of such loss; provide, however, that the amount of such insurance proceeds collected by the Indemnified Party shall be adjusted to exclude from total proceeds the amount of any self-insurance, retro premiums or capital contributions, as appropriate, occurring immediately before other portion of such proceeds that are ultimately borne by the DistributionIndemnified Party rather than the insurer. (c) Anything herein to the contrary notwithstandingNotwithstanding any other provision of this Agreement, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall neither Seller nor Parent Co. will be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account liable for any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation breach of any Indemnifying Party representation or warranty contained in Exhibit F unless there are Damages related to any such representation or warranty that arise under or are related to any action taken or claim asserted by CVC or any of its affiliates, subsidiaries or assigns. This Section 7.5(c) in no way limits the liability of Seller or Parent Co. for the breach of any representation or warranty contained in this Agreement arises other than those representations and warranties in respect Exhibit F regardless of an adjustment that results whether any representations or warranties outside of Exhibit F are the same as or substantially similar to any representations or warranties contained in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.Exhibit F.

Indemnification Payments. The parties hereto agree that (ai) All Indemnity Payments any indemnification payment made under this Section 10, (ii) any distribution of funds to the Acquirer from amounts deposited in escrow under the terms of this Agreement (to the extent such escrowed amounts were treated as Purchase Price by the parties hereto prior to such distribution to the Acquirer), and (iii) any additional payments required to be made to the Acquirer under Section 1.3(b) hereof, will be treated by all parties hereto on their (and their relevant Affiliates') Tax Returns as an adjustment to the Purchase Price paid hereunder. From and after the Closing, the indemnification provided for under this Section 10 shall be made by Pluto directly the exclusive remedy for monetary damages with respect to Spinco breaches of representations, warranties, covenants and by Spinco directly agreements contained in this Agreement occurring as of or prior to Plutothe Closing, and in lieu of any other remedies for monetary damages for such breaches occurring as of or prior to the Closing that may be available to the Acquirer Indemnified Parties and the Royce Indemnified Parties pursuant to any Laws and Regulations; provided, however, that if nothing contained in this Agreement shall be deemed to limit any party's right to seek monetary recovery under any applicable Laws and Regulations in the Companies mutually agree case of fraud by any other party hereto occurring as of or prior to the Closing; and provided, further, that nothing contained in this Agreement shall be deemed to limit any party's right to seek injunctive relief; and provided, further, that nothing contained in this Agreement shall be deemed to limit any R&A Shareholder's rights as a shareholder of the Acquirer, or under applicable securities Laws and Regulations with respect to any such Indemnity Payment, any member R&A Shareholder's receipt of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) belowAcquirer Common Stock, in the absence event that the Acquirer elects to pay a portion of any change the Purchase Price in Tax treatment under Acquirer Common Stock; and provided, further, that, for the Code and except as otherwise required by other applicable Tax Lawavoidance of doubt, all Indemnity Payments nothing contained in this Agreement shall be reported deemed to limit any party's remedies (for Tax purposes by the payor and the recipient as distributions monetary damages or capital contributions, as appropriate, occurring immediately before the Distribution. (cotherwise) Anything herein with respect to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment breaches of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount this Agreement or any of the payment shall not be adjusted to take into account any associated Tax Benefit to other Transaction Documents occurring after the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation Closing. For purposes of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, measuring the amount of any Indemnity Payment shall damages which may be reduced to take into account sustained or suffered by any actual Tax Benefit realized indemnified party hereunder arising out of or resulting from a breach of a representation or warranty hereunder by another party hereto (but in no event for purposes of determining whether such representation or warranty was in fact breached), any limitations contained in the Indemnified Party’s Group applicable representation or warranty with respect to such deduction "materiality" or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute "Material Adverse Effect" shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13disregarded.

Indemnification Payments. (a) All Indemnity Payments under this Agreement indemnification payments hereunder by Investor in favor of the Founder Members shall be made payable by Pluto directly Investor as the Indemnifying Party to Spinco and by Spinco directly to Plutosuch Indemnified Parties in immediately available funds; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa.and (b) Subject All indemnification payments hereunder by the Founder Members in favor of the Investor Indemnitees as the Indemnified Parties shall be payable to Section 2.02(c) below, such Indemnified Parties by the Founder Members as the Indemnifying Parties solely in the absence form of, and via a transfer, of any change Equivalent Units as follows: (1) up to $7,500,000 in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments Damages shall be reported for Tax purposes paid by the payor Indemnifying Parties (severally and not jointly) utilizing Retained Units as Equivalent Units, proportionate to their interests in Retained Units as of the recipient Closing Date; and (2) all other indemnification payments shall be paid by the Indemnifying Parties (severally and not jointly) solely utilizing Additional Founder Units as distributions or capital contributionsEquivalent Units, proportionate to their interests in Retained Units as appropriate, occurring immediately before of the DistributionClosing Date. (c) Anything herein Upon payment by an Indemnifying Party of its indemnification obligations under clause (b) above through the transfer of Equivalent Units, the Schedule of Members shall be automatically revised to reflect a reduction of the contrary notwithstanding, to the extent number of Units held by the Indemnifying Party makes a payment equal to such Equivalent Units and an increase of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income number of Units held by the Indemnified Party (includible in income equal to the Equivalent Units. For the avoidance of doubt, under no circumstance will any Investor Indemnitee have recourse pursuant to any claims made under this Article IX to any assets of any Founder Member other than Equivalent Units of such Founder Member as and to the extent set forth above, provided that, solely at the option of a Founder Member, such Founder Member may make a payment of cash in substitution for a transfer of Equivalent Units. “Equivalent Units” means a number of Units (whether held by Law). The amount a Founder Member as of the payment shall not be adjusted time of a Claim hereunder, or by a transferee of such Founder Member that is an Affiliate or Immediate Family) equal to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (da) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized Damages divided by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology Closing Price as of the date of the determination of Damages multiplied by (treating any deductions attributable to b) the Indemnity Payment Exchange Ratio (as defined in the last items claimed for any taxable period including after the utilization of any available Tax AttributesNew Operating Agreement). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. Not less than ten Business Days ------------------------ prior to a Determination Date, each of the Trustee, the Servicing Advisor and the Servicer (aeach, an Indemnified Party") All Indemnity Payments under this Agreement shall be made by Pluto directly to Spinco and by Spinco directly to Pluto; providedmay, however, that if the Companies mutually agree with respect to (any such Indemnity Paymentrequesting Indemnified ----------------- Party, any member of a "Requesting Party") by written notice to the Pluto Groupother Indemnified Parties ---------------- and the Certificateholders, request to be paid on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject following Distribution Date Indemnification Payments pursuant to Section 2.02(c5.03(b)(iv)(M) belowor Section 5.03(b)(iv)(O), as the case may be. In the event that (i) the Requesting Party is then involved in any legal action for which it reasonably believes it is entitled to indemnification under Section 7.02, in the absence case of any change the Servicing Advisor and the Servicer, or Section 9.01, in Tax treatment under the Code case of the Trustee, (ii) the Requesting Party reasonably believes in good faith that amounts expected to be available to be distributed pursuant to Section 5.03(b)(iv)(M) or Section 5.03(b)(iv)(O), as the case may be, on subsequent Distribution Dates will not be sufficient to cover such indemnification and except (iii) the aggregate principal balance of the Loans (other than Defaulted Loans) is less than 20% of the Initial Pool Balance, the Requesting Party may also request in such written notice that such Indemnification Payments include an amount to be set aside as otherwise required by other applicable Tax Law, all Indemnity a reserve to provide a source of such Indemnification Payments. Any written request for Indemnification Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributionsset forth, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13applicable, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) nature and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item Indemnification Payments requested, for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment reserve to be established and the basis for the Requesting Party's belief that the establishment of a reserve is necessary. Each Indemnified Party (other than the Requesting Party) and the Class B Certificateholders, shall be reduced have the right to take into account any actual Tax Benefit realized contest the reasonableness of the amount of the Indemnification Payments claimed by delivering to the Trustee written notice of its objection to the Indemnification Payments within ten Business Days of its receipt of the notice relating to the Indemnification Payments claimed and setting forth the basis for such objection. As soon as practicable after receipt thereof, the Trustee shall forward a copy of the notice of the objecting party to the remaining Indemnified Party’s Group Party and to the Certificateholders. Any dispute with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall Indemnification Payments will be required until any such good faith dispute is resolved in accordance with Section 1211.08 hereof; providedprovided that if the Indemnification Payments relate to a legal action among or between any of the parties hereto the Servicing Advisor, howeverthe Servicer or Trustee, the Required Holders may make a recommendation with respect to the settlement of such dispute. No Indemnification Payments will be paid to the Requesting Party until such dispute has been resolved provided that amounts may be reserved pending resolution of such dispute. Neither the payments of Indemnification Payments by the Trust nor the failure by a party to make a timely objection shall be deemed a waiver by the party of any rights to contest the payment of any Indemnification Payments. It shall not be a basis for contesting Indemnification Payments claimed that the objecting party believes that the standard of conduct required by the Section under which such Indemnification Payments are claimed is not met. In the event that a reserve for Indemnification Payments is established pursuant to this Section 11.07, on each Distribution Date, the Servicer shall deposit the funds to be reserved, as described in the first paragraph of this Section 11.07, into an Eligible Account bearing such designation that the funds on deposit therein are for the benefit of the Requesting Party and the Class B Certificateholders (an "Indemnification Account"). The Requesting Party shall have the sole right to withdraw funds from -76- the Indemnification Account. Any funds remaining in an Indemnification Account upon termination of the related legal action (after payment of all necessary Indemnification Payments to the Requesting Party) will be withdrawn from the Indemnification Account and distributed to the Class B Certificateholders by the Paying Agent pursuant to the instructions of the Servicer. In the event that it is determined that a Requesting Party was not entitled to receive Indemnification Payment pursuant to Section 7.02 or 9.01, as applicable, the Requesting Party shall pay to the Class B Certificateholders the amount not paid within thirty (30) days after written demand therefor shall bear of any Indemnification Payments received by it pursuant to this Section 11.07 together with interest thereon at the Class B Pass-Through Rate from the date such payments were made. The obligation to pay such amounts to the Class B Certificateholders will survive the termination of this Agreement. Amounts payable to Class B Certificateholders pursuant to this Section 11.07 will be distributed first to all Class B Certificateholders whose ----- distributions were reduced as provided in a result of each Indemnification Payments being made, pro rata based on the amounts of such reductions, and second to any Class --- ---- ------ B Certificateholders responsible for such Indemnification Payments, pro rata based on the amounts distributed to such Class B Certificateholder were reduced pursuant to Section 135.03(c)(iii).

Indemnification Payments. The Escrow Agent shall retain the Escrow Amount to satisfy the indemnification rights of Buyer under Article XI of the Merger Agreement in accordance with Section 3.7 of the Merger Agreement and the following provisions of this Article II. All claims asserted by Buyer hereunder, and all other actions of Buyer and the Stockholder Representative subsequent thereto, shall be in strict conformity with, and subject to, the provisions of Article XI of the Merger Agreement which claims and actions the Escrow Agent shall be entitled to rely on as conclusive evidence of such conformity. The validity and amount of any and all such claims shall be determined in accordance with the provisions of Article XI of the Merger Agreement, and nothing herein shall be deemed or construed to expand the rights of Buyer thereunder. In the event of any inconsistency between any provision of the Merger Agreement, including Section 3.7 and Article XI thereof, and any provision of this Escrow Agreement, the provisions of the Merger Agreement shall govern. (a) All Indemnity Payments under this Agreement shall be made by Pluto directly Buyer may from time to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member time make demand of the Pluto Group, on the one hand, may make such Indemnity Payment Escrow Agent for payment of claims made pursuant to any member Article XI of the Spinco Group, on Merger Agreement by serving upon the other hand, Escrow Agent and vice versathe Stockholder Representative (with a copy to each Indemnifying Stockholder) a written notice (pursuant to Section 11.3 of the Merger Agreement) demanding payment of an indemnification claim arising under the Merger Agreement (a "Buyer Claim"). (b) Subject The Stockholder Representative may reply to a Buyer Claim made under Section 2.02(c2.1(a) below, hereof by written notice given to Buyer and the Escrow Agent stating (i) Stockholder Representative agrees to the amount set forth in the absence of any change in Tax treatment under Buyer Claim and directs Escrow Agent to pay such amount from the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. Escrow Amount (c) Anything herein subject to the contrary notwithstanding, to limitation set forth in the extent Merger Agreement) or (ii) Stockholder Representative disagrees with the Indemnifying Party makes a payment Buyer Claim or the amount or method of interest to computation set forth in the Indemnified Party under Section 13, Buyer Claim (the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law"Dispute Notice"). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustmentIf, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any the later of the receipt by the Stockholder Representative or the receipt by Escrow Agent of the Buyer Claim, the Stockholder Representative agrees in writing to such demand Buyer Claim or does not give to the Escrow Agent and Buyer a Dispute Notice, then the Escrow Agent shall include disburse from the Escrow Amount the amount due under Section 2.01of such Buyer Claim to Buyer. Notwithstanding the foregoingIf, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within said thirty (30) days after written demand therefor day period, the Stockholder Representative gives a Dispute Notice to Buyer and Escrow Agent which states that it agrees with a portion of such Buyer Claim and disagrees with a portion thereof, the Escrow Agent shall bear interest disburse to Buyer only that portion of the Buyer Claim to which the Stockholder Representative agrees and the balance of such Buyer Claim shall be processed under Section 2.1(c) hereof. (c) If the notice given by the Stockholder Representative under Section 2.1(b) hereof is a Dispute Notice, then the disputed portion of the Buyer Claim, shall be treated as provided a disputed claim (a "Disputed Claim") and the amount of such Disputed Claim shall be held by the Escrow Agent until the earlier to occur of (i) the Escrow Agent's receipt of a joint direction executed by the Stockholder Representative and Buyer with respect to such amount or (ii) the Escrow Agent's receipt of a final, non-appealable judgment, order or decree of the court or other judicial body or arbitrator or panel of arbitrators of competent jurisdiction that decided the underlying claim with respect to such amount that indicates whether Buyer is entitled to indemnification with regard to the Disputed Claim (any such joint direction, final judgment, order or decree being a "Determination of Claim"). Upon receipt of a Determination of Claim, the Escrow Agent shall disburse to Buyer from the Escrow Amount that portion of the Disputed Claim, if any, up to the whole thereof, as is required by the Determination of Claim. (d) With respect to any disbursements to Buyer under Section 2.1(b) or Section 2.1(c), the Escrow Agent shall pay the undisputed portion of the Buyer Claim or the amount required under a Determination of Claim out of the Escrow Amount in immediately available funds by wire transfer to such accounts as Buyer shall have designated to the Escrow Agent in writing unless the joint direction, judgment, order or decree otherwise indicates. (e) Any payment made to Buyer pursuant to this Section 132 shall be made within 10 Business Days of the determination of the amount to be paid under Section 2.1(b) or (c), as the case may be. Any amount paid to Buyer pursuant to this Section 2 shall constitute a "Disbursed Claim." In no event shall the total amount of Disbursed Claims exceed the Escrow Amount.

Indemnification Payments. (a) All Indemnity Payments under The indemnification and contribution required by this Agreement Section 2.7 shall be made by Pluto directly to Spinco periodic payments of the amount thereof during the course of the investigation or defense, as and by Spinco directly to Plutowhen bills are received or expense, loss, damage or liability is incurred; provided, however, that if such periodic payments shall only be made upon delivery to the Companies mutually indemnifying party of an agreement by the indemnified party to repay the amounts advanced to the extent it is ultimately determined that the indemnified party is not entitled to indemnification pursuant to this Section 2.7 or otherwise. The parties hereto agree with respect that for each of them such agreement shall be deemed to be contained herein. Without limiting the generality of the foregoing, each indemnifying party, as an interim measure during the pendency of any claim, action, investigation, inquiry or proceeding arising out of or based upon any matter or subject for which indemnity (or contribution in lieu thereof) would be available to any indemnified party under any provision of this Section 2.7, the Company will promptly reimburse each indemnified party, as often as invoiced therefor (but in no event more often than monthly), for all reasonable legal or other expenses incurred in connection with the investigation or defense of any such Indemnity Paymentclaim, any member of the Pluto Groupaction, on the one handinvestigation, may make such Indemnity Payment to any member of the Spinco Groupinquiry or proceeding, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in notwithstanding the absence of any change in Tax treatment under the Code and except judicial determination as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstandingpropriety or enforceability of the indemnifying party's obligation to reimburse the indemnified party for such expenses and notwithstanding the possibility that the obligations to pay such expenses might later have been held to be improper by a court of competent jurisdiction. To the extent that any such interim reimbursement is held to be improper, the indemnified party agrees to promptly return the amount so advanced to the extent indemnifying party, together with interest, compounded monthly, at the Indemnifying Party makes prime rate (or other commercial lending rate for borrowers of the highest credit standing) listed from time to time in The Wall Street Journal which represents the base rate on corporate loans posted by a payment substantial majority of interest the nation's thirty (30) largest banks. Any such interim reimbursement payments which are not made to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount indemnified party within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand a request therefor shall bear interest as provided in Section 13at such prime rate from the date of such request to the extent such reimbursement payments are ultimately determined to be proper obligations of the indemnifying party.

Indemnification Payments. (a) All Indemnity Payments Any indemnification obligation of an Indemnifying Party under this Agreement Article VII will be settled, first, through delivery to the Combined Company of such number of Indemnification Shares, regardless of whether or not such Indemnification Shares have been released from escrow, and, thereafter, through the delivery of such number of other Company Ordinary Shares that together are equal in value to the finally determined amount of the indemnifiable Loss (for the avoidance of doubt, subject to the limitations set forth in Section 7.3). The value of the Indemnification Shares shall be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if detemined based on the Companies mutually agree with respect to any such Indemnity Payment, any member dollar volume-weighted average price of the Pluto Group, Company Class A Ordinary Shares on the principal securities exchange or securities market on which such security is then traded during the fifteen (15) trading day period ending one hand, may make such Indemnity Payment (1) business day prior to any member the date of the Spinco Group, on finally determined indemnification amount (which delivery shall be required to be made within five (5) Business Days after the other hand, and vice versa. (b) Subject final determination of such obligation in accordance with this Section 7.5). In no event shall any Indemnifying Party be required to Section 2.02(c) belowpay or reimburse its indemnification obligations with cash. Notwithstanding the foreoing, in lieu of delivering all or a portion of the absence Indemnification Shares otherwise deliverable to the Combined Company in accordance with this Article VII, the Indemnifying Party may pay the value of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributionssuch Indemnification Shares, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstandingdetermined in accordance with this Section 7.5, to the extent the Indemnifying Party makes a Combined Company, in cash. In connection with any such payment of interest to the Indemnified Party under Section 13in cash, the interest payment corresponding Indemnification Shares, if then held in escrow, shall be treated as interest expense released from escrow and delivered to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; providedthe Indemnification Escrow Agreement. For the avoidance of doubt, howeverany such payment in cash shall be counted towards the Cap to the same extent as a payment in Company Class A Ordinary Shares, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13if such shares themselves had been delivered.

Indemnification Payments. (a) All Indemnity Payments Any indemnification obligation of an Indemnifying Party under this Agreement shall Article VII will be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest settled solely through delivery to the Indemnified Party under Section 13of such number of Indemnification Shares, regardless of whether or not such Indemnification Shares have been released from the interest payment shall be treated as interest expense Escrow Account, that are equal in value to the Indemnifying Party (deductible finally determined amount of indemnification determined. The SPAC and the Company agree to report each indemnification payment made in respect of any Losses as an adjustment to the Merger Consideration for Tax purposes to the extent provided permitted by Lawapplicable Law and shall file all Tax Returns in a manner consistent with the foregoing. The value of the Indemnification Shares shall be detemined based on the dollar volume-weighted average price of the SPAC Class B Ordinary Shares on the principal securities exchange or securities market on which such security is then traded during the fifteen (15) and as interest income by trading day period ending one (1) business day prior to the date of the finally determined indemnification amount (which delivery shall be required to be made within five (5) Business Days after the final determination of such obligation in accordance with Section 7.5). In no event shall any Indemnifying Party be required to pay or reimburse its indemnification obligations with cash. Notwithstanding the foreoing, in lieu of delivering all or a portion of the Indemnification Shares otherwise deliverable to an Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to accordance with this Article VII, the Indemnifying Party or increase Parties may pay the value of such Indemnification Shares, as determined in Tax accordance with this Section 7.5, to the Indemnified Party. (d) If an indemnification obligation of , in cash. In connection with any Indemnifying Party under this Agreement arises such payment in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustmentcash, the amount of any Indemnity Payment corresponding Indemnification Shares, if then held in escrow, shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with released from escrow and without” methodology (treating any deductions attributable delivered to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved Indemnifying Parties in accordance with the Indemnification Escrow Agreement. For the avoidance of doubt, any such payment in cash shall be counted towards the limit on the aggregate amount of all Losses for which the Indemnifying Parties shall be liable pursuant to Section 12; provided7.3(a), however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13if the Indemnification Shares themselves had been delivered.

Indemnification Payments. Any indemnification claims against the Indemnifying Parties (aother than for Consent Claims or Fraud Claims) All Indemnity Payments under this Agreement shall be made satisfied solely by Pluto directly to Spinco the Escrow Property (with such indemnification first be applied against the Escrow Shares and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to then against any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other handEscrow Property), and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments no Indemnifying Party shall be reported required to make any out-of-pocket payment for Tax purposes by the payor and the recipient as distributions indemnification other than in connection with Consent Claims or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law)Fraud Claims. The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an Any indemnification obligation of any an Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise Article VI will be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology paid within five (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including 5) Business Days after the utilization determination of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided6.3(a) (and the Purchaser Representative and the Seller Representative will provide or cause to be provided to the Escrow Agent any written instructions or other information or documents required by the Escrow Agent to do so). Notwithstanding anything to the contrary contained herein, howeverany indemnification payments will be made to Purchaser or its successors. With respect to any indemnification payment, the value of each Escrow Share or any other share of Purchaser Common Stock for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this Article VI. Any Escrow Shares or other shares of Purchaser Common Stock received by Purchaser as an indemnification payment shall be promptly cancelled by Purchaser after its receipt thereof. Without limiting any amount not paid within thirty (30) days after written demand therefor shall bear interest of the foregoing or any other rights of the Indemnified Parties under this Agreement or any Ancillary Document or at law or equity, in the event that an Indemnifying Party fails or refuses to promptly indemnify an Indemnified Party as provided herein or otherwise fails or refuses to make any payments required under any Ancillary Document, in either case, where it is established that such Indemnifying Party is obligated to provide such indemnification or to make such payment, the applicable Indemnified Party shall, in its sole discretion, be entitled to claim a portion of the shares of Purchaser Common Stock then owned by such Indemnifying Party up to an amount equal in value (based on the then current Purchaser Share Price) to the amount owed by such Indemnifying Party. In the event that such Indemnifying Party fails to promptly transfer any such shares of Purchaser Common Stock pursuant to this Section 136.5, the Purchaser Representative on behalf of Purchaser shall be and hereby is authorized as the attorney-in-fact for such Indemnifying Party to transfer such shares of Purchaser Common Stock to the proper recipient thereof as required by this Section 6.5, and may transfer such shares of Purchaser Common Stock and cancel the stock certificates for such shares on the books and records of Purchaser and issue new stock certificates to such transferee and may instruct its agents and any exchanges on which Purchaser Common Stock is listed or traded to do the same.

Indemnification Payments. (a) If a Company (the “Indemnitee”) is required pursuant to Section 5.01 (or otherwise under applicable Tax Law) to pay a Tax Authority a Tax for which the other Company (the “Indemnitor”) is liable, in whole or in part, under this Agreement (including for the avoidance of doubt, any administrative or judicial deposit required to be paid by the Indemnitee to a Tax Authority to pursue any Tax Contest, to the extent the Indemnitor would be liable under this Agreement for any Tax resulting from such Tax Contest), then the Indemnitor shall reimburse the Indemnitee within twenty (20) business days of the delivery by the Indemnitee to the Indemnitor of a written notice and demand for payment of such amount, accompanied by a statement detailing the Taxes paid and the calculation of the amount payable by the Indemnitor and describing in reasonable detail the particulars relating thereto and evidence of payment of such amounts by the Indemnitee to the relevant Tax Authority, provided that, in the case of any indemnification payment in respect of any Tax to be paid to a Tax Authority, no such payment shall be required to be made any earlier than five (5) business days prior to the date the relevant Tax is required to be paid to the applicable Tax Authority, taking into account any automatic or validly elected extensions, deferrals or postponements. All Indemnity Payments indemnification payments shall be treated in the manner described in Section 13.01. (b) All indemnification payments required to be made under this Agreement shall be made by Pluto Parent directly to Spinco SpinCo and by Spinco directly to Plutovice versa; provided, however, that that, if the Companies mutually agree with respect to any such Indemnity Paymentindemnification payment, any member of the Pluto Parent Group, on the one hand, may make such Indemnity Payment indemnification payment to any member of the Spinco SpinCo Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments under An Indemnitee shall be entitled to make a claim for payment pursuant to this Agreement when the Indemnitee determines that it is entitled to 17 such payment and the amount of such payment (including the finalization of a Tax Return before filing). The Indemnitee shall be made by Pluto directly provide to Spinco the Indemnifying Party notice of such claim within 10 days of the date on which it first so becomes entitled to claim such payment, including a description of such claim and by Spinco directly to Pluto; a detailed calculation of the amount of the indemnification payment that is claimed, provided, however, that if no delay on the Companies mutually agree with respect to any such Indemnity Payment, any member part of the Pluto GroupIndemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is actually and materially prejudiced thereby. Except as provided in paragraph (b), on the one handIndemnifying Party shall make the claimed payment to the Indemnitee within 10 days after receiving such notice, may make unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versapayment. (b) Subject If the Indemnitee will be obligated to Section 2.02(cmake the payment described in paragraph (a) belowto a Taxing Authority or other third Party (including expenses reimbursable under this Agreement), in the absence of any change in Tax treatment under Indemnifying Party shall not be obligated to pay the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately Indemnitee more than 5 days before the DistributionIndemnitee incurs such expense or makes such payment. If the Indemnitee’ s claim for payment arises from a payment that the Indemnifying Party will receive from a third Party, such as a Refund, the Indemnifying Party shall not be obligated to pay the Indemnitee until 5 days after the Indemnifying Party receives such payment. (c) Anything herein In the case of a claim under Article Ill where no payment will be made to or received from a Taxing Authority, paragraph (b) shall be applied to the contrary notwithstanding, payments that would be made to the extent the Indemnifying Party makes or from a payment of interest to the Indemnified Party under Section 13, the interest payment shall be Taxing Authority if RB Pharma Group was treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Partya standalone group for all taxable periods. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments Any indemnification obligation of an Indemnifying Party under this Agreement shall Article VII will be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest settled solely through delivery to the Indemnified Party under of such number of Indemnification Shares, regardless of whether or not such Indemnification Shares have been released from the Escrow Account, that are equal in value to the finally determined amount of indemnification determined. The SPAC and the Company agree to report each indemnification payment made in respect of any Losses as an adjustment to the Merger Consideration for Tax purposes to the extent permitted by applicable Law and shall file all Tax Returns in a manner consistent with the foregoing. The value of the Indemnification Shares shall be detemined based on the dollar volume-weighted average price of the Company Class A Ordinary Shares on the principal securities exchange or securities market on which such security is then traded during the fifteen (15) trading day period ending one (1) business day prior to the date of the finally determined indemnification amount (which delivery shall be required to be made within five (5) Business Days after the final determination of such obligation in accordance with this Section 137.5). In no event shall any Indemnifying Party be required to pay or reimburse its indemnification obligations with cash. Notwithstanding the foreoing, in lieu of delivering all or a portion of the Indemnification Shares otherwise deliverable to an Indemnified Party in accordance with this Article VII, the interest Indemnifying Party may pay the value of such Indemnification Shares, as determined in accordance with this Section 7.5, to the Indemnified Party, in cash. In connection with any such payment in cash, the corresponding Indemnification Shares, if then held in escrow, shall be treated as interest expense released from escrow and delivered to the Indemnifying Party (deductible to in accordance with the extent provided by Law) and as interest income by Indemnification Escrow Agreement. For the Indemnified Party (includible avoidance of doubt, any such payment in income to cash shall be counted towards the extent provided by Law). The limit on the aggregate amount of the payment shall not be adjusted to take into account any associated Tax Benefit to all Losses for which the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced liable pursuant to take into account any actual Tax Benefit realized by Section 7.3(a), as if the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes)Indemnification Shares themselves had been delivered. (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) With respect to any claim for indemnification of the Buyer Indemnified Parties asserted by Buyer pursuant to Section 10.1, upon the final resolution or determination of such claim, such claim shall be satisfied by a wire transfer of immediately available funds from Seller to an account designated in writing by the applicable Buyer Indemnified Party, in each case, within fifteen (15) calendar days after the resolution or determination thereof that is binding on the Indemnifying Party. With respect to any claim for indemnification of the Seller Indemnified Parties asserted by Seller pursuant to Section 10.2, upon the final resolution or determination of such claim, such claim shall be satisfied by a wire transfer of immediately available funds from Buyer (or to the extent the Company has such funds, at Buyer’s election, the Company) to an account designated in writing by the applicable Seller Indemnified Party within fifteen (15) calendar days after the resolution or determination thereof that is binding on the Parties. (b) Seller acknowledges and agree that the Buyer Indemnified Parties’ rights to indemnification for the representations, warranties, covenants and agreements of Seller set forth herein are part of the basis of the bargain contemplated by this Agreement; and the Buyer Indemnified Parties’ rights to indemnification shall not be affected or waived by virtue of, and Buyer shall be deemed to have relied upon the representations, warranties, covenants and agreements set forth herein notwithstanding any knowledge (conscious, deemed or otherwise) on the part of any Buyer Indemnified Party of any untruth or misrepresentation of any such representation or warranty or breach or failure to perform of any covenant or agreement, of Seller set forth in this Agreement, regardless of whether such knowledge was obtained through a Buyer Indemnified Parties’ own investigation (including through its representatives) or through disclosure by Seller or another Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement. (c) All Indemnity Payments indemnification payments made under this Agreement shall be made treated by Pluto directly the Parties as an adjustment to Spinco and by Spinco directly to Pluto; providedthe Final Purchase Price for tax purposes, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as unless otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments The Parent Indemnified Parties shall satisfy any claims under this Agreement shall be made by Pluto directly ARTICLE VIII first, from the Indemnity Escrow Account, second, from the R&W Insurance Policy, and third, to Spinco the extent the R&W Insurance Policy or such other insurance policies do not cover or satisfy such claims and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other handEscrow Account has been fully exhausted or released, and vice versasubject to the limitations set forth in this Agreement, from Topco. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor Parent and the recipient as distributions Equityholder Representative shall cooperate with each other with respect to resolving any indemnification claims and minimizing Losses with respect to which one party is obligated to indemnify an Indemnified Party hereunder, including by making commercially reasonable efforts to mitigate or capital contributions, as appropriate, occurring immediately before the Distributionminimize any such liability or Loss. (c) Anything herein The amount of any Loss for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies in effect and applicable to such Loss (including the contrary notwithstanding, R&W Insurance Policy) except to the extent within the Indemnifying retention or in excess of the limit of liability under the R&W Insurance Policy (in each case, net of any costs of recovery or collection, premium adjustment, or retrospectively-rated premium) or from any Person from any indemnity, contribution or similar payment with respect to such Losses (provided, that if the Indemnified Party makes a actually receives insurance proceeds or any payment of interest from any such Person after payment to the Indemnified Party under Section 13of an indemnification payment hereunder, the interest payment Indemnified Party shall be treated as interest expense to promptly reimburse the Indemnifying Party (deductible for the aggregate amount of such indemnification payment), and net of any Tax benefit reasonably anticipated to be actually realized in the extent provided by Law) and as interest income form of a refund or reduction in Taxes otherwise by the Indemnified Party (includible or its Affiliates in income to the extent provided by Law). The amount connection with such Losses or any of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for circumstances giving rise thereto by the Indemnified Party which would not otherwise be allowable but for the taxable period such adjustmentLosses are incurred, the amount of any Indemnity Payment shall be reduced to take into account any actual Tax Benefit realized by the Indemnified Party’s Group with respect to such deduction or other item, as determined using on a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes)basis. (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01. Notwithstanding the foregoing, if Pluto or Spinco disputes in good faith the fact or amount of its obligation under Section 2.01, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13.

Indemnification Payments. (a) All Indemnity Payments Indemnification required by this Article IV shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received, or a Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this Article IV within 30 days after receipt of a bill therefore or notice that a Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the bill or notice of the Loss to but not including the date of payment, at the Applicable Rate. (b) The amount of any claim by an Indemnitee under this Agreement shall be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if the Companies mutually agree with respect to any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to any member of the Spinco Group, on the other hand, and vice versa. (b) Subject to Section 2.02(c) below, in the absence of any change in Tax treatment under the Code and except as otherwise required by other applicable Tax Law, all Indemnity Payments shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution. (c) Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party under Section 13, the interest payment shall be treated as interest expense to the Indemnifying Party (deductible to the extent provided by Law) and as interest income by the Indemnified Party (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnifying Party or increase in Tax to the Indemnified Party. (d) If an indemnification obligation of any Indemnifying Party under this Agreement arises in respect of an adjustment that results in an offsetting deduction or other item for the Indemnified Party which would not otherwise be allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to take into account reflect any actual Tax Benefit realized insurance proceeds actually received (net of costs or any mandatory premium increases) by any Indemnitee that result from the Indemnified Party’s Group with respect Losses that gave rise to such deduction or other item, determined using a “with and without” methodology (treating any deductions attributable to the Indemnity Payment as the last items claimed for any taxable period including after the utilization of any available Tax Attributes). (e) Pluto and Spinco and the members of their respective Groups shall discharge their obligations under Section 2.01 by paying the relevant amount within thirty (30) days after written demand therefor. Any such demand shall include the amount due under Section 2.01indemnity. Notwithstanding the foregoing, if Pluto or Spinco disputes no Indemnitee will be obligated to seek recovery for any Losses from any Third-Party before seeking indemnification under this Agreement and in good faith no event will an Indemnifying Party’s obligation to indemnify and hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the fact or amount of its obligation under Section 2.01, then no payment status of the amount in dispute shall be required until recovery of any offsetting amounts from any such good faith dispute is resolved in accordance with Section 12; provided, however, that any amount not paid within thirty (30) days after written demand therefor shall bear interest as provided in Section 13Third-Party.