Common use of Indemnification Payments Clause in Contracts

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from the other Party. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Indemnification Payments. No later than five Business Days after (a) Except as otherwise provided in this Agreement, if either agreement by the applicable Indemnifying Party or (the “Indemnitee”b) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss any final adjudicated determination that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due any amounts are owed by such any Indemnifying Party to any Indemnified Party under this Article IX, the Indemnitee. The Indemnifying Party shall pay all such amount, including any Tax Related Costs and Expenses or Tax Related Losses, amounts to the Indemnitee no later than Indemnified Party in cash by wire transfer of immediately available funds to the later of account or accounts designated by the Indemnified Party; provided, however, that any such amounts payable to a Company Indemnified Party by any Contributor Indemnified Party with respect to claims made under Section 9.2 shall be satisfied (i) thirty (30with respect to claims arising under Section 9.2(a)(ii) business days prior to or Section 9.2(a)(iv), solely from the Due Date for such payment to the applicable Taxing Authority or Indemnity Holdback Amount, (ii) thirty (30with respect to claims arising under Section 9.2(a)(i) business days after the receipt of notice or Section 9.2(a)(iii), first from the other Indemnity Holdback Amount, and thereafter through a surrender of additional Acquisition Shares or in cash, at the Company Indemnified Party. ’s election, or (biii) Ifwith respect to Fraud or willful misconduct by a Contributor, as a result from such Contributor’s surrender of additional Acquisition Shares or in cash, at the Company Indemnified Party’s election. To the extent any change Damages are satisfied from the Indemnity Holdback Amount or redeterminationthrough the surrender of Acquisition Shares, any amount previously allocated the number of Acquisition Shares to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment be surrendered shall be appropriately adjusted so that determined based on the amount of such paymentDamages subject to indemnification, reduced divided by the amount thirty-day trailing volume-weighted closing price of all Taxes payable with respect the Common Stock measured from the date of the Indemnified Party’s delivery of notice to the receipt thereof (but taking into account all correlative Tax Benefits resulting from Indemnifying Party regarding the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled matter subject to receiveindemnification.

Indemnification Payments. (a) Except 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 otherwise provided in and when bills are received or an Indemnifiable Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this AgreementArticle III within 30 days after receipt of a ▇▇▇▇ therefore or notice that an Indemnifiable Loss has been incurred, if either the Indemnifying Party (the “Indemnitee”) is shall also be required to pay to a Taxing Authority a Tax or to another Person a payment in respect interest on the amount of a Taxsuch indemnification payment, Tax Related Costs and Expenses or Tax Related Loss that from the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result date of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation receipt of the amount due by such Indemnifying Party ▇▇▇▇ or notice of the Indemnified Loss to but not including the Indemnitee. The Indemnifying Party shall pay such amountdate of payment, including any Tax Related Costs and Expenses or Tax Related Losses, to at the Indemnitee no later than the later of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from the other PartyApplicable Rate. (b) If, as a result The amount of any change claim by an Indemnitee under this Agreement shall be reduced to reflect any insurance proceeds actually received (net of costs or redeterminationany mandatory premium increases) by any Indemnitee that result from the Indemnifiable Losses that gave rise to such indemnity. Notwithstanding the foregoing, no Indemnitee will be obligated to seek recovery for any amount previously allocated Indemnifiable Losses from any Third Party before seeking indemnification under this Agreement and in no event will an Indemnifying Party's obligation to indemnify and borne by one Party hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the provisions status of Article II is thereafter allocated to the other recovery of any offsetting amounts from any such Third Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a For all Tax Liability as a result of its receipt of a purposes and to the extent permitted by applicable Law, the Parties hereto shall treat any payment made pursuant to this Agreement Article III as a capital contribution or a distribution, as the Separation Agreementcase may be, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect immediately prior to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receiveDistribution.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Taxes, Tax, Tax -Related Costs and Expenses or Tax Tax-Related Loss that Losses for which the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Taxes, Tax, Tax -Related Costs and Expenses or Tax Tax-Related Loss Losses and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Tax-Related Costs and Expenses or Tax Tax-Related Losses, to the Indemnitee no later than the later of (i) thirty five (305) business days Business Days prior to the Due Date for such payment to the applicable Taxing Authority or Authority, and (ii) thirty five (305) business days Business Days after the receipt of notice from the other Party. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article ARTICLE II is thereafter allocated to the other Party, then, no later than thirty five (305) business days Business Days after such change or redetermination, such other Party shall pay to such the first Party the amount previously borne by such the first Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax Tax-Related Costs and Expenses or Tax Related LossesLosses attributable thereto, to the Indemnitee no later than the later of (i) thirty five (305) business days Business Days prior to the Due Date for date on which such payment is due to the applicable Taxing Authority or (ii) thirty (30) business days Business Days after the receipt of notice from the other Party. Any Tax indemnity payment required to be made pursuant to this Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Indemnifying Party by the Indemnitee pursuant to Section 2.8. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax item (or adjustment of such Tax item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days Business Days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If an Indemnitee receives a Party incurs Refund with respect to a Tax Liability as a result of its receipt of a Contest for which the Indemnifying Party made an indemnity payment to the Indemnitee pursuant to this Agreement or Section 5.2(a), the Separation Agreement, such payment Indemnitee shall be appropriately adjusted so that pay the amount of such Refund to the Indemnifying Party, such payment to the Indemnifying Party not to exceed such indemnity payment, reduced by the amount of all Taxes payable with respect to no later than thirty (30) Business Days after the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receiveRefund.

Indemnification Payments. (a) Except as otherwise provided in An Indemnitee shall be entitled to make a claim for payments pursuant to this Agreement, if either Agreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment. The Indemnitee shall provide to the Indemnifying Party notice of such claim within ten (10) days of the “Indemnitee”) is required date on which it first becomes so entitled to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreementclaim such payment, including as the result a description of such claim and a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its detailed calculation of the amount due by such Indemnifying Party to of the Indemnitee. The indemnification payment that is claimed; provided, however, that no delay on the part of the Indemnitee in notifying the Indemnifying Party shall pay such amountrelieve 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 paragraph (b), including any Tax Related Costs and Expenses or Tax Related Losses, the Indemnifying Party shall make the claimed payment to the Indemnitee no later than the later of within ten (i10) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after receiving such notice, unless the receipt of notice from Indemnifying Party reasonably disputes its liability for, or the other Partyamount of, such payment. (b) IfIf the Indemnitee will be obligated to make the payment described in paragraph (a) to a Taxing Authority or other third party (including expenses reimbursable under this Agreement), the Indemnifying Party shall not be obligated to pay the Indemnitee more than five (5) days before the Indemnitee 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 result of any change or redeterminationrefund, any amount previously allocated the Indemnifying Party shall not be obligated to and borne by one Party pursuant to pay the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty Indemnitee until five (305) business days after the Indemnifying Party receives such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redeterminationpayment. (c) If In the case of a Party incurs claim under Article II where no payment will be made to or received from a Tax Liability Taxing Authority, paragraph (b) shall be applied to the payments that would be made to or from a Taxing Authority if the SpinCo Group were treated as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of standalone group for all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receivetaxable periods.

Indemnification Payments. No later than five Business Days after (a) Except as otherwise provided in this Agreement, if either agreement by the applicable Indemnifying Party or (the “Indemnitee”b) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss any final adjudicated determination that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due any amounts are owed by such any Indemnifying Party to any Indemnified Party under this Article IX, the Indemnitee. The Indemnifying Party shall pay all such amount, including any Tax Related Costs and Expenses or Tax Related Losses, amounts to the Indemnitee no later than Indemnified Party in cash by wire transfer of immediately available funds to the later of account or accounts designated by the Indemnified Party; provided, however, that any such amounts payable to a the Company Indemnified Party by any Contributor Indemnifying Party with respect to claims made under Section 9.2 shall be satisfied (i) thirty (30with respect to claims arising under Section 9.2(a)(ii) business days prior to or Section 9.2(a)(iv), solely from the Due Date for such payment to the applicable Taxing Authority or Indemnity Holdback Amount, (ii) thirty (30with respect to claims arising under Section 9.2(a)(i) business days after the receipt of notice or Section 9.2(a)(iii), first from the other Indemnity Holdback Amount, and thereafter through a surrender of additional Acquisition Shares or in cash, at the Company Indemnified Party. ’s election, or (biii) Ifwith respect to Fraud or willful misconduct by a Contributor, as a result from such Contributor’s surrender of additional Acquisition Shares or in cash, at the Company Indemnified Party’s election. To the extent any change Damages are satisfied from the Indemnity Holdback Amount or redeterminationthrough the surrender of Acquisition Shares, any amount previously allocated the number of Acquisition Shares to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment be surrendered shall be appropriately adjusted so that determined based on the amount of such paymentDamages subject to indemnification, reduced divided by the amount thirty-day trailing volume-weighted closing price of all Taxes payable with respect the Common Stock measured from the date of the Indemnified Party’s delivery of notice to the receipt thereof (but taking into account all correlative Tax Benefits resulting from Indemnifying Party regarding the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled matter subject to receiveindemnification.

Indemnification Payments. (a) Except as otherwise provided in An Indemnitee shall be entitled to make a claim for payment pursuant to this AgreementAgreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment (including, if either Party (for the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect avoidance of doubt, the finalization of a Tax, Tax Related Costs and Expenses or Tax Related Loss that Return before filing). The Indemnitee shall provide to the other Indemnifying Party (notice of such claim within 10 days of the “Indemnifying Party”) is liable for under this Agreementdate on which it first so becomes entitled to claim such payment, including as the result a description of such claim and a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its detailed calculation of the amount due by such Indemnifying Party to of the Indemnitee. The indemnification payment that is claimed, provided, however, that no delay on the part of the Indemnitee in notifying the Indemnifying Party shall pay such amountrelieve 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 paragraph (b), including any Tax Related Costs and Expenses or Tax Related Losses, the Indemnifying Party shall make the claimed payment to the Indemnitee no later than the later of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business within 10 days after receiving such notice, unless the receipt of notice from Indemnifying Party reasonably disputes its liability for, or the other Partyamount of, such payment. (b) IfIf the Indemnitee shall be obligated to make the payment described in paragraph (a) to a Taxing Authority or other third party (including expenses reimbursable under this Agreement), the Indemnifying Party shall not be obligated to pay the Indemnitee more than 5 days before the Indemnitee 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 result of any change or redeterminationrefund, any amount previously allocated the Indemnifying Party shall not be obligated to and borne by one Party pursuant to pay the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business Indemnitee until 5 days after such change or redetermination, such other the Indemnifying Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of receives such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the The Indemnitee shall notify the Indemnifying Party, Party promptly in writing, writing of its obligation discovery of any matter that does not involve a Tax Contest giving rise to pay the claim of indemnity pursuant to this Agreement. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have 10 days from receipt of any such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation notice to give notice of a dispute of the amount due by such Indemnifying Party claim to the Indemnitee. The Indemnitee shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Unless the Indemnifying Party gives notice of a dispute of the claim within such 10-day period, the Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, make the claimed payment to the Indemnitee no later than the later within 10 days after receiving notice of (i) thirty (30) business days prior to the Due Date Indemnitee’s payment of a Tax for such payment to which the applicable Taxing Authority Indemnifying Party is liable under this Agreement or (ii) thirty (30) business days after a Final Determination which results in the receipt of notice from Indemnifying Party becoming obligated to make a payment to the other PartyIndemnitee under this Agreement. (b) IfParent shall not be required to make any payments under this Agreement to Weyerhaeuser or any Weyerhaeuser Subsidiary until the aggregate amount of such payments due (but for this Section 5.03(b)) exceeds the net amount paid by WRECO to WNR after the date of the Transaction Agreement in respect of (without duplication), as a result (i) WRECO Group Taxes or (ii) payables that arise after the date of any change or redetermination, any amount previously allocated to and borne by one Party the Transaction Agreement pursuant to the provisions of Article II is Tax Allocation Agreement, dated January 1, 2010, between WNR and WRECO, and thereafter allocated Parent shall only be required to make payments to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result extent of such change or redetermination. excess. Weyerhaeuser will provide Parent with evidence of the amounts described in clauses (ci) If and (ii) above, in a Party incurs a Tax Liability as a result form mutually agreed upon by the parties. For purposes of its receipt calculating the net amount paid by WRECO to WNR in the previous sentence, any increase after the date of a payment pursuant to this the Transaction Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that in the amount of such payment, reduced by the amount Intercompany Debt in respect of all Taxes payable with respect to the receipt thereof or payables described in clause (but taking i) or (ii) above shall be taken into account all correlative Tax Benefits resulting as a payment from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled WRECO to receiveWNR.

Indemnification Payments. No later than five Business Days after (a) Except as otherwise provided in this Agreement, if either agreement by the applicable Indemnifying Party or (the “Indemnitee”b) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss any final adjudicated determination that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due any amounts are owed by such any Indemnifying Party to any Indemnified Party under this Article VIII, the Indemnitee. The Indemnifying Party shall pay all such amount, including any Tax Related Costs and Expenses or Tax Related Losses, amounts to the Indemnitee no later than Indemnified Party in cash by wire transfer of immediately available funds to the later of account or accounts designated by the Indemnified Party; provided, however, that any such amounts payable to a Company Indemnified Party by any Converting Holder Indemnifying Party with respect to claims made under Section 8.2 shall be satisfied (i) thirty (30) business days prior with respect to claims arising under Section 8.2(a)(ii), solely from the Due Date for such payment to the applicable Taxing Authority or Indemnity Holdback Amount, (ii) thirty (30with respect to claims arising under Section 8.2(a)(i), Section 8.2(a)(iii) business days after the receipt of notice or Section 8.2(a)(iv), first from the other Indemnity Holdback Amount, and thereafter through a surrender of additional shares that make up the Total Share Consideration or in cash, at the Company Indemnified Party. ’s election, or (biii) Ifwith respect to Fraud or willful misconduct by a Converting Holder, as a result from such Converting H▇▇▇▇▇’s surrender of any change additional shares that make up the Total Share Consideration or redeterminationin cash, any amount previously allocated at the Company Indemnified Party’s election; provided, however, with respect to and borne by one subsection (ii) or (iii) above, if the Company Indemnified Party pursuant to elects the provisions surrender of Article II is thereafter allocated to shares that make up the other PartyTotal Share Consideration, then, no later than thirty (30) business days after such change or redetermination, such other the Company Indemnified Party shall give the applicable Converting Holder(s) written notice and ten (10) days to pay such amounts in cash prior to such Party surrendering any shares that make up the amount previously borne by such Party which is allocated Total Share Consideration. To the extent any Damages are satisfied from the Indemnity Holdback Amount or through the surrender of shares that make up the Total Share Consideration, the number of shares from the Total Share Consideration to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment be surrendered shall be appropriately adjusted so that determined based on the amount of such paymentDamages subject to indemnification, reduced divided by the amount thirty-day trailing volume-weighted closing price of all Taxes payable with respect the Company Common Stock measured from the date of the Indemnified Party’s delivery of notice to the receipt thereof (but taking into account all correlative Tax Benefits resulting from Indemnifying Party regarding the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled matter subject to receiveindemnification.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either If any Party (the “IndemniteePayor”) or any Affiliate of the Payor is required under applicable Tax Law to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Required Party”) is liable for under this Agreement, including as the result of a Final Determination, Payor shall provide notice to the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of Required Party for the amount due due, accompanied by such Indemnifying Party to evidence of payment and a statement detailing the IndemniteeTaxes paid and describing in reasonable detail the particulars relating thereto. The Indemnifying Such Required Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later have a period of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from to respond thereto. Unless the other PartyRequired Party disputes the amount it is liable for under this Agreement within the thirty (30) day period described in the preceding sentence, the Required Party shall reimburse the Payor within sixty (60) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Section 14. (b) If, as a result of any change or redetermination, any amount previously allocated Any Tax indemnity payment required to and borne be made by one the Required Party pursuant to the provisions of Article II is thereafter allocated this Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the other Party, then, no later than thirty (30) business days after such change or redetermination, such Required Party by the other Party shall pay pursuant to such Party Section 5. For the amount previously borne by such Party which avoidance of doubt, a Tax Benefit realized is allocated treated as corresponding to such other Party as a result Tax indemnity payment to the extent the Tax Benefit realized is attributable to the same Tax Item (or adjustment of such change or redeterminationTax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to All indemnification payments under this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so made by IP RemainCo directly to Product SpinCo and by Product SpinCo directly to IP RemainCo; provided, however, that if the amount of such payment, reduced by the amount of all Taxes payable Parties mutually agree with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of any such Taxes)indemnification payment, shall equal the amount any member of the IP RemainCo Group, on the one hand, may make such indemnification payment which to any member of the Party receiving such payment would otherwise Product SpinCo Group, on the other hand, and vice versa. Notwithstanding the prior sentence, all indemnification payments shall be entitled to receivetreated in the manner described in Section 13.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later of (i) thirty (30) business days Business Days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days Business Days after the receipt of notice from the other Party. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days Business Days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party If a Company (the “IndemniteePayor”) is required pursuant to Section 5.01 (or otherwise under applicable Tax Law) to pay to a Taxing Tax Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that for which the other Party Company (the “Indemnifying Required Party”) is liable for liable, in whole or in part, under this AgreementAgreement (including, including as for the result avoidance of doubt, any administrative or judicial deposit required to be paid by the Payor to a Final DeterminationTax Authority or other Governmental Authority to pursue any Tax Contest, to the extent the Required Party would be liable under this Agreement for any Tax resulting from such Tax Contest), the Indemnitee Required Party shall notify reimburse the Indemnifying Party, in writing, Payor within 15 days of its obligation delivery by the Payor to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation the Required Party of an invoice for the amount due from the Required Party, accompanied by such Indemnifying evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. If the amount to be paid by the Required Party pursuant to this Section 5.02 is in respect of any Tax in excess of $20 million required to be paid by the Indemnitee. The Indemnifying Payor to a single Governmental Authority on or prior to a single due date (taking into account any automatic or validly elected extensions, deferrals or postponements), then the Required Party shall pay the Payor such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee amount no later than the later of (i) thirty three days after delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by a statement detailing the Taxes required to be paid and describing in reasonable detail the particulars relating thereto and (30ii) business three days prior to the Due Date due date for the payment of such payment to the applicable Taxing Authority Tax (taking into account any automatic or (ii) thirty (30) business days after the receipt of notice from the other Partyvalidly elected extensions, deferrals or postponements). (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to All indemnification payments under this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so made by XPO directly to SpinCo, and by SpinCo directly to XPO; provided, however, that if the amount of such payment, reduced by the amount of all Taxes payable Companies mutually agree with respect to the receipt thereof any such indemnification payment, (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount i) any member of the XPO Group, on the one hand, may make such indemnification payment which to any member of the Party receiving SpinCo Group, on the other hand, and (ii) any member of the SpinCo Group, on the one hand, may make such indemnification payment would otherwise be entitled to receiveany member of the XPO Group, as applicable.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either If any Party (the “IndemniteePayor”) is required under applicable Tax Law to pay to a Taxing Tax Authority a Tax or to that another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Required Party”) is liable for under this Agreement, and the Required Party is not required to reimburse the Payor for the amount of such Tax under Section 4.01, the Required Party shall reimburse the Payor: (i) in the case of Distribution Losses described in clause (i) of the definition thereof and indemnified under Section 7.04, no later than two (2) Business Days prior to the due date (including extensions) for filing the applicable Tax Return for the year of the Separation or Distribution, as applicable (the result “Filing Date”) (provided that if such Distribution Losses arise pursuant to a Final Determination described in clause (i), (ii) or (iii) of a the definition of Final Determination, then the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Required Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee Payor no later than ten (10) Business Days after the later date of such Final Determination with interest computed at the Prime Rate on the amount of the payment based on the number of days from the date that is two (i2) thirty (30) business days Business Days prior to the Due Filing Date through the date of such Final Determination); (ii) in the case of Distribution Losses described in clause (ii) or (iii) of the definition thereof, no later than ten (10) Business Days after the date the Payor pays such Distribution Losses; and (iii) in the case of all other payments, within twenty (20) Business Days of the delivery by the Payor to the Required Party of an invoice for such the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto, with interest computed at the Prime Rate based on the number of days from the date of the Payor’s payment to the applicable Taxing Tax Authority or (ii) thirty (30) business days after to the receipt date of notice from reimbursement by the other PartyRequired Party under this Section 4.03. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to All indemnification payments under this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so made by Biogen directly to Bioverativ and by Bioverativ directly to Biogen; provided, however, that if the amount of such payment, reduced by the amount of all Taxes payable Parties mutually agree with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of any such Taxes)indemnification payment, shall equal the amount any member of the Biogen Group, on the one hand, may make such indemnification payment which to any member of the Party receiving such payment would otherwise Bioverativ Group, on the other hand, and vice versa. All indemnification payments under this Agreement shall be entitled to receivetreated in the manner described in Section 13.

Indemnification Payments. (a) Except as otherwise provided in All Indemnity Payments under this AgreementAgreement shall be made by Pluto directly to Spinco and by Spinco directly to Pluto; provided, however, that if either Party (the “Indemnitee”) is required Companies mutually agree with respect to pay any such Indemnity Payment, any member of the Pluto Group, on the one hand, may make such Indemnity Payment to a Taxing Authority a Tax or to another Person a payment in respect any member of a Taxthe Spinco Group, Tax Related Costs and Expenses or Tax Related Loss that on the other Party (the “Indemnifying Party”) is liable for under this Agreementhand, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from the other Partyvice versa. (b) IfSubject to Section 2.02(c) below, as a result 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 redeterminationcapital contributions, any amount previously allocated to and borne by one Party pursuant to as appropriate, occurring immediately before the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redeterminationDistribution. (c) If a Anything herein to the contrary notwithstanding, to the extent the Indemnifying Party incurs a Tax Liability as a result of its receipt of makes a payment pursuant of interest to this Agreement or the Separation AgreementIndemnified Party under Section 13, such the interest payment shall be appropriately adjusted so that treated as interest expense to the amount of such payment, reduced Indemnifying Party (deductible to the extent provided by Law) and as interest income by the amount of all Taxes payable with respect Indemnified Party (includible in income to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxesextent provided by Law), shall equal the . 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 the Party receiving such payment would not otherwise be entitled allowable but for such adjustment, the amount of any Indemnity Payment shall be reduced to receivetake 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) Except as otherwise provided in the last sentence of Section 4.01 or Section 6.04(b) of this Agreement, if either any Party (the “IndemniteePayor”) is required under applicable Tax Law to pay to a Taxing Tax Authority a Tax or to that another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Required Party”) is liable for under this Agreement, including the Required Party shall reimburse the Payor within twenty (20) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the Payor’s payment to the Tax Authority to the date of reimbursement by the Required Party under this Section 4.03. Except as otherwise provided in the result of a Final Determinationfollowing sentence, the Indemnitee Required Party shall notify also pay to the Indemnifying PartyPayor any reasonable costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses) within five (5) days after the Payor’s written demand therefor. If and to the extent any Specified Separation Taxes are determined regarding the failure of the Intended Tax Treatment, in writing, the Party allocated responsibility for Tax-Related Losses associated with such Specified Separation Taxes under Section 2.01 of its obligation to this Agreement shall pay such Tax, Tax -Related Costs and Expenses Losses to Aptiv (if such responsible Party is Delphi Technologies) or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by Delphi Technologies (if such Indemnifying responsible Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later of is Aptiv) within five (i5) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from the other Partywritten demand therefor. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to All indemnification payments under this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so made by Aptiv directly to Delphi Technologies and by Delphi Technologies directly to Aptiv; provided, however, that if the amount of such payment, reduced by the amount of all Taxes payable Parties mutually agree for administrative convenience with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of any such Taxes)indemnification payment, shall equal the amount any member of the Aptiv Group, on the one hand, may make such indemnification payment which to any member of the Party receiving such payment would otherwise be entitled to receiveDelphi Technologies Group, on the other hand, and vice versa.

Indemnification Payments. (a) Except as otherwise provided in An Indemnitee shall be entitled to make a claim for payment pursuant to this AgreementAgreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment (including, if either Party (for the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect avoidance of doubt, the finalization of a Tax, Tax Related Costs and Expenses or Tax Related Loss that Return before filing). The Indemnitee shall provide to the other Indemnifying Party (notice of such claim within 10 days of the “Indemnifying Party”) is liable for under this Agreementdate on which it first so becomes entitled to claim such payment, including as the result a description of such claim and a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its detailed calculation of the amount due by such Indemnifying Party of the indemnification payment that is claimed, provided, however, that no delay on the part of the Indemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the Indemniteeextent) the Indemnitor is actually and materially prejudiced thereby. The Except as provided in paragraph (b), the Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, make the claimed payment to the Indemnitee no later than the later of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business within 10 days after receiving such notice, unless the receipt of notice from Indemnifying Party reasonably disputes its liability for, or the other Partyamount of, such payment. (b) IfIf the Indemnitee will be obligated to make the payment described in paragraph (a) to a Taxing Authority or other third Party (including expenses reimbursable under this Agreement), the Indemnifying Party shall not be obligated to pay the Indemnitee more than 5 days before the Indemnitee 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 result of any change or redeterminationRefund, any amount previously allocated the Indemnifying Party shall not be obligated to and borne by one Party pursuant to pay the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business Indemnitee until 5 days after the Indemnifying Party receives such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redeterminationpayment. (c) If In the case of a Party incurs claim under Article II where no payment will be made to or received from a Tax Liability Taxing Authority, paragraph (b) shall be applied to the payments that would be made to or from a Taxing Authority if the A. H. Belo Group was treated as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of standalone group for all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receivetaxable periods.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later of (i) thirty (30) 30 business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) 30 business days after the receipt of notice from the other Party. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, then no later than thirty (30) 30 business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Indemnification Payments. (a) Except as otherwise provided in An Indemnitee shall be entitled to make a claim for payment pursuant to this AgreementAgreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment (including, if either Party (for the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect avoidance of doubt, the finalization of a Tax, Tax Related Costs and Expenses or Tax Related Loss that Return before filing). The Indemnitee shall provide to the other Indemnifying Party (notice of such claim within 10 days of the “Indemnifying Party”) is liable for under this Agreementdate on which it first so becomes entitled to claim such payment, including as the result a description of such claim and a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its detailed calculation of the amount due by such Indemnifying Party of the indemnification payment that is claimed, provided, however, that no delay on the part of the Indemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the Indemniteeextent) the Indemnitor is actually and materially prejudiced thereby. The Except as provided in paragraph (b), the Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, make the claimed payment to the Indemnitee no later than the later of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business within 10 days after receiving such notice, unless the receipt of notice from Indemnifying Party reasonably disputes its liability for, or the other Partyamount of, such payment. (b) IfIf the Indemnitee will be obligated to make the payment described in paragraph (a) to a Taxing Authority or other third Party (including expenses reimbursable under this Agreement), the Indemnifying Party shall not be obligated to pay the Indemnitee more than 5 days before the Indemnitee 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 result of any change or redeterminationRefund, any amount previously allocated the Indemnifying Party shall not be obligated to and borne by one Party pursuant to pay the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business Indemnitee until 5 days after the Indemnifying Party receives such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redeterminationpayment. (c) If In the case of a Party incurs claim under Article II where no payment will be made to or received from a Tax Liability Taxing Authority, paragraph (b) shall be applied to the payments that would be made to or from a Taxing Authority if the Broadridge Group was treated as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of standalone group for all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receivetaxable periods.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either If a Party (the “IndemniteePayor”) is required pursuant to Section 4.01 (or otherwise under applicable Tax law) to pay to a Taxing Tax Authority a Tax or to for which another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Required Party”) is liable for liable, in whole or in part, under this AgreementAgreement (including, including as for the result avoidance of doubt, any administrative or judicial deposit required to be paid by the Payor to a Final DeterminationTax Authority or other Governmental Authority to pursue any Tax Contest, to the Indemnitee extent the Required Party would be liable under this Agreement for any Tax resulting from such Tax Contest), then the Required Party shall notify reimburse the Indemnifying Party, in writing, Payor within ten (10) business days of its obligation the delivery by the Payor to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation the Required Party of notification of the amount due owed by the Required Party, together with reasonable documentation showing the basis for the calculation of such Indemnifying Party amount and evidence of payment of such amounts by the Payor to the Indemniteerelevant Tax Authority or other Governmental Authority, provided that no such payment shall be required to be made earlier than five (5) business days prior to the relevant due date for payment of such Tax to the applicable Tax Authority or other Governmental Authority, taking into account any automatic or validly elected extensions, deferrals or postponements. The Indemnifying If the amount to be paid by the Required Party pursuant to this Section 4.02 is in respect of any Tax in excess of $5 million required to be paid by the Payor to a single Tax Authority or other Governmental Authority on or prior to a single due date (taking into account any automatic or validly elected extensions, deferrals, or postponements), then the Required Party shall pay the Payor such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee amount no later than the later of (i) thirty three (303) business days after delivery by the Payor to the Required Party of notification of the amount owed by the Required Party, together with reasonable documentation showing the basis for the calculation of such amount, and (ii) seven (7) business days prior to the Due Date due date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from the other Party. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such TaxesTax (taking into account any automatic or validly elected extensions, deferrals, or postponements), . All indemnification payments shall equal be treated in the amount of the payment which the Party receiving such payment would otherwise be entitled to receivemanner described in Section 12.01.

Indemnification Payments. (a) Except as otherwise provided in this AgreementUpon payment of any Taxes with respect to which a party is entitled to receive indemnification hereunder, if either Party such party (the “Indemnitee”"Indemnified Party") is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that shall send the other Party party (the “"Indemnifying Party”") is liable for under this Agreement, including as an invoice accompanied by evidence of payment and a statement detailing the result of a Final Determination, Taxes paid and describing in reasonable detail the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemniteeparticulars relating thereto. The Indemnifying Party (or such one or more members of the Indemnifying Party's Group as it shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, nominate) shall remit payment for Taxes for which the Indemnifying Party is liable for indemnification hereunder to the Indemnitee no later than Indemnified Party (or such one or more members of the later Indemnified Party's Group as it shall nominate) within 30 days of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from such invoice, evidence of payment and statement, or at any earlier time identified by the other Indemnifying Party. (b) IfIf any Indemnified Party realizes a Tax Benefit or a Tax detriment in one or more Tax Periods by reason of having incurred any Tax for which such Indemnified Party receives indemnification hereunder, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after then such change or redetermination, such other Indemnified Party shall pay to such Indemnifying Party an amount equal to the amount previously borne by Tax Benefit or such Indemnifying Party which is allocated shall pay to such other Indemnified Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the an additional amount of such payment, reduced by the amount of all Taxes payable with respect equal to the receipt thereof Tax detriment (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.-13-

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax (taking into account, with respect to Tax Contests, all possible extensions and deferrals, including deferrals relating to the choice of venue for Tax Contests) or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, Agreement the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any other Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax other Tax-Related Costs and Expenses or Tax Related LossesLosses attributable thereto, to the Indemnitee no later than the later of (i) thirty five (305) business days Business Days prior to the Due Date for date on which such payment is due to the applicable Taxing Authority or (ii) thirty fifteen (3015) business days Business Days after the receipt of notice from the other Party. (b) If, as a result of any change or redeterminationredetermination made with respect to Article II, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty fifteen (3015) business days Business Days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If an Indemnitee receives a Party incurs Refund with respect to a Tax Liability as a result of its receipt of a Contest for which the Indemnifying Party made an indemnity payment to the Indemnitee pursuant to this Agreement or Section 5.2(a), the Separation Agreement, such payment Indemnitee shall be appropriately adjusted so that pay the amount of such Refund to the Indemnifying Party, such payment to the Indemnifying Party not to exceed such indemnity payment, reduced by the amount of all Taxes payable with respect to no later than five (5) Business Days after the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receiveRefund.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party If a Company (the “IndemniteePayor”) is required pursuant to Section 5.01 (or otherwise under applicable Tax Law) to pay to a Taxing Tax Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that for which the other Party Company (the “Indemnifying Required Party”) is liable for liable, in whole or in part, under this AgreementAgreement (including, including as for the result avoidance of doubt, any administrative or judicial deposit required to be paid by the Payor to a Final DeterminationTax Authority or other Governmental Authority to pursue any Tax Contest, to the extent the Required Party would be liable under this Agreement for any Tax resulting from such Tax Contest), the Indemnitee Required Party shall notify reimburse the Indemnifying Party, in writing, Payor within 15 days of its obligation delivery by the Payor to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation the Required Party of an invoice for the amount due from the Required Party, accompanied by such Indemnifying evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. If the amount to be paid by the Required Party pursuant to this Section 5.02 is in respect of any Tax in excess of $20 million required to be paid by the Indemnitee. The Indemnifying Payor to a single Tax Authority on or prior to a single due date (taking into account any automatic or validly elected extensions, deferrals or postponements), then the Required Party shall pay the Payor such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee amount no later than the later of (i) thirty three days after delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by a statement detailing the Taxes required to be paid and describing in reasonable detail the particulars relating thereto and (30ii) business three days prior to the Due Date due date for the payment of such payment to the applicable Taxing Authority Tax (taking into account any automatic or (ii) thirty (30) business days after the receipt of notice from the other Partyvalidly elected extensions, deferrals or postponements). (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to All indemnification payments under this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so made by XPO directly to SpinCo, and by SpinCo directly to XPO; provided, however, that if the amount of such payment, reduced by the amount of all Taxes payable Companies mutually agree with respect to the receipt thereof any such indemnification payment, (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount i) any member of the XPO Group, on the one hand, may make such indemnification payment which to any member of the Party receiving SpinCo Group, on the other hand, and (ii) any member of the SpinCo Group, on the one hand, may make such indemnification payment would otherwise be entitled to receiveany member of the XPO Group, as applicable.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (Subject to the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for applicable limitation under this AgreementArticle VI, including as indemnification under this Article VI shall become payable by the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Indemnified Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to within ten (10) Business Days from the Indemnitee no later than the later of events described below: (i) thirty if the indemnifiable Damage resulted from a Third Party Action, (30x) business days prior from the date of a final and non-appealable decision or an arbitral award of such Third Party Action, (y) from a settlement made by the party conducting the defense, observing the rules of this Article VI, or (z) from the date of any disbursement made by the Indemnified Party due to or in connection with (i) any order issued by a Governmental Entity, including in the Due Date for such payment to the applicable Taxing Authority context of a provisional enforcement procedures (execução provisória) or an interim measure (medida liminar), and (ii) thirty the defense of the Indemnified Party in relation to a Third Party Action resulting from the payment of attorneys’, consultants’ and experts’ fees and expenses and court and administrative fees and procedural costs and expenses, including judicial and/or out-of-court deposits and bonds, or any other guarantees (30such as contracting insurance policies) business days after and any cost arising therefrom; or (ii) in any other case, (x) from the end of the timeframe to present a Response under Section 6.4(b), if (1) the Indemnifying Party agrees with the terms of the Claim Notice or (2) fails to timely deliver a Response (and in the case of (2) such indemnification shall be for the Claimed Amount); (y) if a Response is presented by the Indemnifying Party under Section 6.4(b), from the date which the Parties involved reach an agreement with respect to the Dispute; or (z) if a Dispute related to a Response is submitted to arbitration, from the receipt date of notice from the other Partya final arbitral award pursuant to Section 8.8. (b) If, as a result of any change or redetermination, any Any Damage amount previously allocated to and borne by one Party pursuant be indemnified to the provisions Indemnified Parties shall, in any event, be (x) reduced by (i) the net amount of Article II is thereafter allocated insurance proceeds actually paid to the other PartyIndemnified Parties related to the Damages, thenless any additional amounts related to the premium increase and/or costs of collection; (ii) net amount of payments actually made by any third party to the Indemnified Parties in respect of such Damage, no later than thirty in each case, net of recovery costs, including applicable court costs, dispute costs or Taxes, if applicable; and (30iii) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne reduction in Taxes payable by such Party which is allocated to such other the Indemnified Party as a direct result of such change or redetermination. Damages (cdetermined on a “with and without” basis); and (y) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced increased by the amount of all Taxes payable with respect additional amounts required to ensure that on a cash basis the receipt thereof (but taking into account all correlative Tax Benefits resulting from Indemnified Parties are fully compensated for any indemnifiable Damages after the payment of any Taxes required to be paid on such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receiveindemnity payment.

Indemnification Payments. (a) Except as otherwise provided in this AgreementThe JV Entity, if either Party (on the “Indemnitee”) is required one hand, or Splitco, on the other hand, are responsible for the indemnification of any Losses pursuant to pay to a Taxing Authority a Tax or to another Person a payment Section 2.01, such party shall make an Indemnity Payment in respect of a Taxsuch 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 Corning shall guarantee the performance of Splitco under this Agreement. (b) If any Indemnity Payment is not made by the applicable Due Date, then such Indemnity Payment shall be increased to bear interest at the Interest Rate for the period from and including the date immediately before the Due Date through and including the date of payment. (c) 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 Related Costs and Expenses or Tax Related Loss Laws, such Indemnity Payment amount shall be increased by an amount equal to fifty percent (50%) of the amount of the increase in the payment that would have been required in order for the other Party 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”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation required to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of another party (the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later of (i“Indemnified Party”) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from the other Party. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement may be deducted or credited in determining the Separation Agreementamount of any other Taxes required to be paid by the Indemnified Party (for example, such state Taxes which are permitted to be deducted in determining federal Taxes), the amount of any payment made to the Indemnified Party by the Indemnifying Party shall be appropriately adjusted so that decreased by taking into account any resulting reduction in other Taxes of the Indemnified Party. 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 payment, reduced by reduction when actually realized. If the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting benefit arising from the payment foregoing reduction of such Taxes)Taxes described in this Section 2.05(c) is subsequently decreased or eliminated, then the Indemnifying Party shall equal promptly pay the Indemnified Party the amount of the payment which decrease in such Tax benefit. (d) For all Tax purposes and to the Party receiving such payment would otherwise be entitled extent permitted by applicable Tax law, the parties hereto shall treat each Indemnity Payment and all other payments under this Article II as a cash capital contribution or a cash distribution, as the case may be, made between the JV Entity and Splitco immediately prior to receivethe Exchange.

Indemnification Payments. (a) Except as otherwise provided in An Indemnitee shall be entitled to make a claim for payment pursuant to this Agreement, if either Party Agreement when the Indemnitee determines that it is entitled to 17 such payment and the amount of such payment (including the “Indemnitee”) is required to pay to a Taxing Authority finalization of a Tax or Return before filing). The Indemnitee shall provide to another Person a payment in respect the Indemnifying Party notice of a Tax, Tax Related Costs and Expenses or Tax Related Loss that such claim within 10 days of the other Party (the “Indemnifying Party”) is liable for under this Agreementdate on which it first so becomes entitled to claim such payment, including as the result a description of such claim and a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its detailed calculation of the amount due by such Indemnifying Party of the indemnification payment that is claimed, provided, however, that no delay on the part of the Indemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the Indemniteeextent) the Indemnitor is actually and materially prejudiced thereby. The Except as provided in paragraph (b), the Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, make the claimed payment to the Indemnitee no later than the later of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business within 10 days after receiving such notice, unless the receipt of notice from Indemnifying Party reasonably disputes its liability for, or the other Partyamount of, such payment. (b) IfIf the Indemnitee will be obligated to make the payment described in paragraph (a) to a Taxing Authority or other third Party (including expenses reimbursable under this Agreement), the Indemnifying Party shall not be obligated to pay the Indemnitee more than 5 days before the Indemnitee 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 result of any change or redeterminationRefund, any amount previously allocated the Indemnifying Party shall not be obligated to and borne by one Party pursuant to pay the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business Indemnitee until 5 days after the Indemnifying Party receives such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redeterminationpayment. (c) If In the case of a Party incurs claim under Article Ill where no payment will be made to or received from a Tax Liability Taxing Authority, paragraph (b) shall be applied to the payments that would be made to or from a Taxing Authority if RB Pharma Group was treated as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of standalone group for all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receivetaxable periods.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later of (i) thirty (30) 30 business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) 30 business days after the receipt of notice from the other Party. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive. With respect to payments made by Parent attributable to the Covered Tax Items, SpinCo and Parent shall cooperate to reduce or eliminate any Tax Liability incurred as a result of SpinCo’s receipt of such payments. For avoidance of doubt, this Section 5.2(b) shall not apply to payments made pursuant to the Settlement Agreement.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either a Party (the “Indemnitee”) or a member of its Group is required to pay to a Taxing Governmental Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax Tax-Related Costs and Expenses or Tax Related LossesLosses attributable thereto, to the Indemnitee no later than the later of (i) thirty (30) five business days prior to the Due Date for date on which such payment is due to the applicable Taxing Governmental Authority or (ii) thirty (30) 30 business days after the receipt of notice from the other Party. Any Tax indemnity payment required to be made pursuant to this Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Indemnifying Party by the Indemnitee pursuant to Section 2.7. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax item (or adjustment of such Tax item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. In addition, in the event Ivory Parent is obligated to make a payment under Section 5.1(a), there shall be offset against such payment (with a consequent reduction in the amount Ivory Parent is obligated to pay) any amounts described in Section 3.9(b) that are due but have not yet been paid by NewCo to Ivory Parent, and any such offset will be deemed paid by NewCo pursuant to Section 3.9(b). (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) 30 business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If an Indemnitee receives a Party incurs Refund with respect to a Tax Liability as a result of its receipt of a Contest for which the Indemnifying Party made an indemnity payment to the Indemnitee pursuant to this Agreement or Section 5.2(a), the Separation Agreement, such payment Indemnitee shall be appropriately adjusted so that pay the amount of such Refund to the Indemnifying Party, such payment to the Indemnifying Party not to exceed such indemnity payment, reduced by the amount of all Taxes payable with respect to no later than 30 business days after the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receiveRefund.

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") Except may, (any such requesting Indemnified ----------------- Party, a "Requesting Party") by written notice to the other Indemnified Parties ---------------- and the Certificateholders, request to be paid on the following Distribution Date Indemnification Payments pursuant to Section 5.03(b)(iv)(M) or Section 5.03(b)(iv)(O), as otherwise provided the case may be. In the event that (i) the Requesting Party is then involved in this Agreementany legal action for which it reasonably believes it is entitled to indemnification under Section 7.02, if either in the case of the Servicing Advisor and the Servicer, or Section 9.01, in the 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 (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 a reserve to provide a source of such Indemnification Payments. Any written request for Indemnification Payments shall set forth, as applicable, the nature and amount of the Indemnification Payments requested, for the amount of any 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 “Indemnitee”Requesting Party) and the Class B Certificateholders, shall have the right to 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 and to the Certificateholders. Any dispute with respect to Indemnification Payments will be resolved in accordance with Section 11.08 hereof; provided that if the Indemnification Payments relate to a legal action among or between any of the parties hereto the Servicing Advisor, the 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 required 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 a Taxing Authority a Tax or the Class B Certificateholders the amount of any Indemnification Payments received by it pursuant to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that this Section 11.07 together with interest thereon at the other Party (Class B Pass-Through Rate from the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its date such payments were made. The obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party amounts to the IndemniteeClass B Certificateholders will survive the termination of this Agreement. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, Amounts payable to the Indemnitee no later than the later of (i) thirty (30) business days prior Class B Certificateholders pursuant to the Due Date for such payment this Section 11.07 will be distributed first to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from the other Party. (b) If, all Class B Certificateholders whose ----- distributions were reduced as a result of each Indemnification Payments being made, pro rata based on the amounts of such reductions, and second to any change or redeterminationClass --- ---- ------ B Certificateholders responsible for such Indemnification Payments, any amount previously allocated pro rata based on the amounts distributed to and borne by one Party such Class B Certificateholder were reduced pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redeterminationSection 5.03(c)(iii). (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Indemnification Payments. (a) Except as otherwise provided in Indemnification payments required by this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee Article V shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation be made by periodic payments of the amount due by such 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 the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later of (i) make an indemnification payment required by this Article V within thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the 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 other Partydate of receipt of the bill or notice of the Loss to but not including the date of payment, at the Applicable Rate. (b) If, as a result The amount of any change claim by an Indemnitee under this Agreement shall be reduced to reflect any Insurance Proceeds actually received (net of costs, expenses or redeterminationany premium increases) by any Indemnitee that result from the Losses that gave rise to such indemnity. Notwithstanding the foregoing, no Indemnitee will be obligated to seek recovery for any amount previously allocated Losses from any Third-Party before seeking indemnification under this Agreement and in no event will an Indemnifying Party’s obligation to indemnify and borne by one Party hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the provisions status of Article II is thereafter allocated to the other recovery of any offsetting amounts from any such Third-Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a The provisions of this Article V (other than this Section 5.5(c)) shall not apply to Taxes and Tax Liability as a result matters. It is understood and agreed that Taxes and Tax matters, including the control of its receipt Tax-related proceedings, shall be governed by the Tax Matters Agreement. In the case of a payment pursuant to any conflict or inconsistency between this Agreement or and the Separation Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, such payment the Tax Matters Agreement shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receiveprevail.