Common use of Calculation of Damages Clause in Contracts

Calculation of Damages. The amount of any Damages payable under Section 6.9 and/or Section 8.2 by the Indemnifying Party shall be: (i) net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capital.

Calculation of Damages. The Except as otherwise provided in this Article VIII, in any case where the Indemnified Party subsequently actually recovers from third parties any amount (excluding any amount obtained in respect of any Tax Benefit) in respect of a matter with respect to which the Indemnifying Party has indemnified the Indemnified Party pursuant to this Article VIII, the Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the costs, Taxes or other expenses incurred by it in procuring such recovery), but not in excess of any Damages payable under Section 6.9 and/or Section 8.2 amount previously so paid by the Indemnifying Party shall be: (i) net to or on behalf of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of such matter. The computation of the Damages giving rise to the right of indemnification (net amount of any increase in premiums indemnity payment required to be paid made pursuant to this Article VIII shall be reduced by the Indemnified Party arising from the insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual amount of the indemnity payment; and (iii) decreased by any cash Tax savings Benefit, if any, actually realized by the Indemnified Party arising as a result of incurring the liability at issue in the taxable year in period during which such Damages are liability is incurred oror in the subsequent two (2) taxable periods, provided that, if later, at such Tax Benefit is actually realized after the time the applicable indemnity payment is made. If made pursuant to this Article VIII, the Indemnified Party receives any amounts in respect of the Damages giving rise shall repay to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then promptly after such Indemnified Party shalldetermination, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse any amount that the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall would not be required have had to pay Damages pursuant to this Section 8.3 if, and solely to Article VIII had such determination been made at the extent, liability for time of such Damages is reflected in the calculation of the Final Closing Net Working Capitalpayment.

Calculation of Damages. The amount of any Damages payable under Section 6.9 and/or Section 8.2 Article 10 of this Agreement by the Indemnifying Party shall be: be (ia) net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in (other than any amounts recovered under the R&W Policy) or from any other Person, pursuant to indemnity, contribution or similar agreements with respect of the Damages giving rise to the right of indemnification (net of any increase in premiums such Damages, alleged to be responsible for such Damages, which recoveries the Indemnified Party agrees to use reasonable efforts to obtain (taking into account the effort necessary to pursue such recovery and any adverse consequences resulting, or reasonably expected to result, from such pursuit to such Indemnified Party), (b) reduced by refund, current reduction or reduction within two (2) years following the year the applicable Damages were paid in cash Taxes payable by the Indemnified Party arising from the insurance carrier’s payment as a result of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; Damages, and (iiic) decreased by any cash Tax savings actually realized by reduced to the Indemnified Party arising extent that the amount of such Damages was reflected in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is madecalculation of Closing Working Capital. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies or from any other Person, pursuant to indemnity, contribution or similar agreements with respect to such Damages, alleged to be responsible for any Damages, as a refund or current reduction in cash Taxes payable, or through the calculation of Closing Working Capital, in each case subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), shall promptly reimburse the Indemnifying Party for any payment made or expense incurred to such Indemnified Party by such the Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the such Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capital.

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or Section 8.2 this Article 11 by the Indemnifying Party shall be: be net of any (i) net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of policies, or from any increase in premiums other Person alleged to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); responsible therefor and (ii) increased by any the net Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings benefit actually realized by the Indemnified Party arising in and its Affiliates as a result of the taxable year in which incurrence or payment of such Damages are incurred orby the Indemnified Party, if later, at the time the indemnity payment is madedetermined on a “with-and-without basis” (a “Tax Benefit”). If the Indemnified Party receives or any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies its Affiliates receive any Tax Benefits subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, shall promptly pay to the extent fully indemnified Indemnifying Party the amount of such Tax Benefits. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the applicable Damages (after giving effect to the following reimbursement obligation)Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including amount. The Indemnified Party shall diligently prosecute any increase in premiums arising from the payment by an claims for recovery under applicable insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 ifpolicies, and solely from any other Person alleged to be responsible for any Damages, and shall diligently pursue any and all claims for Tax credits or refunds to the extent, liability for extent such Damages is reflected in the calculation of the Final Closing Net Working CapitalTax credits or refunds would give rise to a Tax Benefit.

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or Section 8.2 9.02 by the Indemnifying Party shall be: be net of any (i) net of any amounts actually previously recovered or recoverable by the Indemnified Party under applicable insurance policies in respect of or from any other Person alleged to be responsible therefor, and (ii) the Damages giving rise to the right of indemnification (net value of any increase Tax Benefit actually realized in premiums to be paid cash by the Indemnified Party (such value to be calculated in accordance with the method described in Section 7.06(c)) arising from the insurance carrier’s incurrence or payment of any such Damages in (x) the Tax year such Damages were incurred and (y) any succeeding Tax year ending on or prior to the date of payment of such claim); (ii) increased by Damages. If, in any of the first five Tax cost actually incurred by years ending after the date of such payment, the Indemnified Party arising from the receipt actually realizes value in cash with respect to a Tax Benefit made allowable by such incurrence or accrual payment of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by such Damages, the Indemnified Party arising in shall pay the taxable Indemnifying Party an amount equal to the value so realized within 90 days of the filing of the applicable Tax Return or any adjustment for the Tax year in which such Damages are incurred or, if later, at the time the indemnity payment Tax Benefit is mademade allowable. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier amount. [**] = Portions of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this Section 8.3 if, exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and solely listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working CapitalCommission upon request.

Calculation of Damages. (a) The amount of any Damages payable for which indemnification is provided under Section 6.9 and/or 7.02 or Section 8.2 by the Indemnifying Party 7.03 shall be: be net of (i) net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies pursuant to any indemnification by or indemnification Contract with any third party in respect of the Damages giving rise to the right of indemnification (net of any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment reimbursement of such claim); Damages and (ii) increased by any Tax cost insurance proceeds actually received as an offset against such Damages, in each case less any costs, expenses, deductibles, premiums, future premium increases, or Taxes incurred by the in connection therewith. Nothing in this Section 7.07(a) shall be deemed to (x) require an Indemnified Party arising to proceed or seek action or recovery from the receipt any third party as a requirement hereunder or accrual as a condition to seeking or recovering indemnification from any Indemnifying Party hereunder or (y) be construed or interpreted as a guaranty of any level or amount of insurance recovery with respect to any Damages hereunder or as a requirement to obtain or maintain any insurance or to make any claim for insurance as a condition to any indemnification hereunder. (b) Each of the indemnity payment; representations and (iii) decreased by warranties that contains any cash Tax savings actually realized by “Material Adverse Effect,” “material”, or similar materiality qualifications shall be read as though such qualifications were 65 not contained therein for the Indemnified Party arising in purposes of determining the taxable year in amount of Damages to which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shallmay be entitled under this Article VII in connection with any breach of any representation or warranty, but not for purposes of determining whether such breach has occurred. (c) In calculating Damages, the amount of any indemnified Damages shall be determined without duplication of any amounts resulting in a dollar-for-dollar reduction in the Closing Date Payment pursuant to Section 2.04(c). (d) Parent, Buyer, the Company Entities, and Seller shall each take and shall each cause their respective Affiliates to take commercially reasonable steps (but without the obligation to make any payment or incur any monetary or other obligation) to mitigate any Damages, to the extent fully indemnified required by Law, for the applicable Damages (after giving effect which any Buyer Indemnitee or any Seller Indemnitee could be entitled to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier under this Article VII upon becoming aware of such amount)Damages. Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working CapitalSECTION 7.08.

Calculation of Damages. The (i) To the extent that any claim for indemnification for Damages under this Article V is covered by insurance held by the Indemnified Person, such Indemnified Person shall use its commercially reasonable efforts to seek recovery from the applicable insurer, provided that the Indemnifying Party agrees to reimburse the Indemnified Person for any reasonable out-of-pocket costs incurred by the Indemnified Person in connection with such recovery. Further, to the extent that any claim for indemnification for Damages under this Article V is covered by insurance held by the Indemnified Person, such Indemnified Person shall be entitled to indemnification pursuant to this Article V only with respect to the amount of the Damages that are in excess of (x) the cash proceeds received by such Indemnified Person pursuant to such insurance, minus (y) any Damages costs of collecting such proceeds and any increased insurance costs related thereto (such increased insurance costs to include but not be limited to self-insured retention amounts, retrospective premium adjustments, increases in future premiums, indemnification obligations, and all other costs or detriments experienced by the Indemnified Person as a direct result of the claim or Damages). If such Indemnified Person receives such net cash insurance proceeds prior to the time such claim is paid, then the amount payable under Section 6.9 and/or Section 8.2 by the Indemnifying Party pursuant to such claim shall be: (i) be reduced by the amount of such proceeds. If such Indemnified Person receives such net of any amounts actually previously recovered cash insurance proceeds after such claim has been paid, then upon the receipt by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net Person of any increase in premiums net cash proceeds pursuant to be paid by the Indemnified Party arising from the such insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses Damages incurred by such Indemnified Party in collecting Person with respect to such claim, such Indemnified Person shall promptly repay any portion of such amount (including any increase which was previously paid by the Indemnifying Party to such Indemnified Person in premiums arising from the payment by an insurance carrier satisfaction of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capitalclaim.

Calculation of Damages. The amount of any Damages payable under for which indemnification is provided pursuant to this Article X (or, in the case of any and all Tax matters, in Section 6.9 and/or Section 8.2 by the Indemnifying Party 7.06(d)) shall be: (i) be net of (a) any amounts actually previously recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (b) any insurance proceeds actually received as an offset against such Damages (including under applicable the R&W Insurance Policy). The Indemnified Party shall use commercially reasonable efforts to recover any such indemnification or insurance policies in respect of proceeds (including under the Damages giving rise R&W Insurance Policy) without regard to the right of indemnification (net of any increase in premiums to be paid by whether the Indemnified Party arising from has been indemnified hereunder with respect to such Damages. Without limiting the insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising foregoing, in the taxable year event that the R&W Insurance Policy would, in accordance with its terms, reasonably be expected to provide coverage with respect to any Damages for which such Damages are incurred the Buyer Indemnitees may also be entitled to be indemnified from Seller pursuant to Section 10.02 (or, if laterin the case of any and all Tax matters, at in Section 7.06(d)), then the time the indemnity payment is made. If the Indemnified Party receives any amounts Buyer Indemnitees will use commercially reasonable efforts to make, and subsequently seek recovery in respect of, a claim for recovery against the R&W Insurance Policy. In the event that a Buyer Indemnitee obtains recovery of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages any amount (after giving effect to the following reimbursement obligation)retention under the R&W Insurance Policy) for a claim under the R&W Insurance Policy for which it has already received indemnification from Seller, promptly reimburse the Indemnifying Party for such Buyer Indemnitee shall promptly, and in any event within two (2) weeks of receipt of payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up pursuant to the R&W Insurance Policy, pay over such amount so received by the Indemnified Partyto Seller, net of less any costs and expenses incurred by such Buyer Indemnitee in the recovery thereof. Except as otherwise provided in this Article X (or, in the case of any and all Tax matters, in Section 7.06(d)), in any case where the Indemnified Party subsequently recovers from third parties, including under the R&W Insurance Policy, any amount in respect of a matter with respect to which an Indemnifying Party has indemnified it pursuant to this Article X (or, in the case of any and all Tax matters, to Section 7.06(d)), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier respect of such amount)matter. Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capital10.09.

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or Section 8.2 11.02 by the Indemnifying Party shall be: be (iA) grossed up for any Taxes payable on the receipt of the indemnity payment such that the net amount received after the payment of all such Taxes equals the amount of Damages and (B) net of any (i) amounts actually previously recovered by the Indemnified Party or its Affiliates under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of or from any increase in premiums other Person alleged to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); responsible therefor, and (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings benefit that has been actually realized by the Indemnified Party arising or its Affiliates (in the taxable year form of an increase in which cash refunds received or as a reduction in Taxes otherwise due) arising from the incurrence or payment of any such Damages are incurred or, if later, at the time the indemnity payment is madeDamages. If the Indemnified Party (A) receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent policies, or from any other Person alleged to an indemnification payment in respect of such Damages by the Indemnifying Partybe responsible for any Damages, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), shall promptly reimburse the Indemnifying Party for any payment made or out-of-pocket expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses or Taxes incurred by such Indemnified Party in collecting such amount or (including B) actually realizes or receives any increase net Tax benefit in premiums arising from the payment by an insurance carrier year the Damages were incurred (or the immediately succeeding year) that was not initially included in the computation of Damages, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such net Tax benefit, net of any out-of-pocket expenses incurred by such Indemnified Party in collecting such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capital.

Calculation of Damages. (a) The amount of any Damages payable for which indemnification is provided under Section 6.9 and/or Section 8.2 by the Indemnifying Party this Article IX shall be: (i) be net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party under insurance policies or other collateral sources with respect to such Damages in collecting excess of the sum of (i) reasonable, out-of-pocket costs and expenses relating to collection under such amount policies or other collateral sources, and (including any increase in premiums arising from ii) the payment by an deductible associated therewith to the extent actually paid. The Indemnified Parties shall use their commercially reasonable efforts to pursue such insurance carrier policies or collateral sources (which efforts shall not require the initiation of litigation) but such amount). Notwithstanding the foregoing, Seller pursuit shall not be required a precondition to pay Damages indemnification or be grounds for the delay of any indemnification payment, and in the event the Indemnified Parties receive any recovery in excess of their unreimbursed Damages, the amount of such recovery shall be applied first, to refund any payments made by the Indemnifying Parties in respect of indemnification claims pursuant to this Section 8.3 ifArticle IX which would not have been so paid had such recovery been obtained prior to such payment, and solely second, any excess to the extentIndemnified Parties. If a Buyer Indemnified Party fails to pursue recoveries under any “incurrence” based insurance policies or other collateral sources, liability for then the Parent shall have the right of subrogation to pursue such Damages is reflected insurance policies or other collateral sources and may take any reasonable actions necessary to pursue such rights of subrogation in its name or the calculation name of the Final Closing Net Working Capitalparty from whom subrogation is obtained. Buyer shall reasonably cooperate, and cause its Representatives (including the Acquired Companies) to reasonably cooperate, with the Parent to pursue any such subrogation claim.

Calculation of Damages. (a) The amount of any Damages payable for which indemnification is provided under Section 6.9 and/or Section 8.2 by the Indemnifying Party this Article IX shall be: be calculated net of (i) any net of any amounts Tax Benefit directly and actually previously recovered recognized by the Indemnified Party under applicable insurance policies in respect of Person (including, but only to the extent the Damages giving rise claimed relate to the right of indemnification (net of any increase in premiums to be paid an indirect loss or harm suffered by the Indemnified Party arising from the insurance carrier’s payment Person as a result of an ownership interest in Blocker, CABO's share of any Tax Benefit realized by Blocker) on account of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising Damages in the taxable year in which the Damages arises and (ii) any amounts recovered by the Indemnified Person under any insurance policies and any amounts recovered pursuant to any indemnification right, claim, recovery, settlement, reimbursement arrangement, contract or payment by or against a third party (including any acquisition agreements of the Company and its Subsidiaries) (collectively, "Alternative Arrangements"), in each case relating to such Damages are Damages, net of the costs, expenses or Taxes incurred or, if later, at the time the indemnity payment is madein seeking such collection. If an indemnification obligation has been satisfied in favor of an Indemnified Person pursuant to Section 9.3 and such Indemnified Person later recognizes Tax Benefits described in clause (i) above (including, but only to the extent the Damages claimed relate to an indirect loss or harm suffered by the Indemnified Party receives Person as a result of an ownership interest in Blocker, CABO's share of any amounts Tax Benefit realized by Blocker) in respect of the related Damages giving rise that were not previously accounted for with respect to the right of such indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Partywhen satisfied, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), Person shall promptly reimburse notify the Indemnifying Party for any payment made Representative and, no later than ten (10) Business Days after delivery of such notice by the Indemnified Person, pay to the Indemnifying Party Representative (or expense incurred the accounts designated by such Indemnifying Party in connection with providing such indemnification payment up Representative) an amount equal to the lesser of (A) any such Tax Benefits not previously accounted for and (B) the actual amount so of the indemnification benefit previously received by with respect to such Damages. The Indemnified Persons shall use commercially reasonable efforts to seek recovery under Alternative Arrangements covering any Damage to the Indemnified Party, net of any expenses incurred by same extent as they would if such Indemnified Party in collecting such amount (including any increase in premiums arising from Damage were not subject to indemnification hereunder. In the payment by event that an insurance carrier or other recovery is made by any Indemnified Persons with respect to any Damage for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of such amount)the recovery shall be made promptly to CABO or the Company, as applicable. Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely anything to the extentcontrary in this Article IX, liability the parties agree that no amount shall be due under this Article IX to the extent that it duplicates another amount already paid or accounted for such Damages is reflected in the calculation of the Final Closing Net Working Capitalunder this Article IX.

Calculation of Damages. The amount of any Damages payable under Section 6.9 and/or Section 8.2 this Article 8 by the Indemnifying Party shall be: be net of any (i) net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor (net of any Tax and expenses, including the amount of any increases in insurance premiums (but only to the extent such increases actually and directly result from the applicable claim and are payable in respect of the Damages giving rise to two year period commencing on the right of indemnification date such claim is made), incurred by the Indemnified Party in connection with such recovery), and (net of any increase in premiums to be paid ii) Tax benefit actually realized by the Indemnified Party arising from the insurance carrier’s incurrence or payment of any such claim); (ii) increased by Damages at any Tax cost actually incurred by the Indemnified Party arising from the receipt time prior to MCK’s direct or accrual indirect disposition of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising its interest in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is madeCompany. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment in respect of such Damages by the Indemnifying PartyParty or equity adjustment pursuant to Section 8.06(a), then such Indemnified Party’s relative Membership Percentage in the Company shall be adjusted, or such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment payment, up to the equity adjustment or payment amount so received by the Indemnified Party, net of any expenses Tax and expenses, including the amount of any increases in Table of Contents insurance premiums (but only to the extent such increases actually and directly result from the applicable claim and are payable in respect of the two year period commencing on the date the applicable claim is made), incurred by such Indemnified Party in collecting such amount amount. The Indemnified Party shall use commercially reasonable efforts to pursue any claim against any insurer under its insurance policies (including or insurance policies under which it is a named insured) or any increase other Person alleged to be responsible for any Damages (other than the Indemnifying Party) for Damages for which it seeks indemnification hereunder and, subject to the foregoing sentence, the expenses reasonably incurred by the Indemnified Party in premiums arising from the payment by an insurance carrier of pursuing any such amount). Notwithstanding the foregoing, Seller claim shall not be required Damages subject to pay Damages pursuant to indemnification hereunder; provided that nothing in this Section 8.3 if, and solely 8.05 shall be deemed to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capitalobligate an Indemnified Party to maintain any insurance policy or to file a lawsuit or commence any other proceeding against any insurer or any other Person.

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or Section 8.2 ‎‎Section 11.02 by the Indemnifying Party shall be: be (iA) grossed up for any Taxes payable on the receipt of the indemnity payment such that the net amount received after the payment of all such Taxes equals the amount of Damages and (B) net of any (i) amounts actually previously recovered by the Indemnified Party or its Affiliates under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of or from any increase in premiums other Person alleged to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); responsible therefor, and (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings benefit that has been actually realized by the Indemnified Party arising or its Affiliates (in the taxable year form of an increase in which cash refunds received or as a reduction in Taxes otherwise due) arising from the incurrence or payment of any such Damages are incurred or, if later, at the time the indemnity payment is madeDamages. If the Indemnified Party (A) receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent policies, or from any other Person alleged to an indemnification payment in respect of such Damages by the Indemnifying Partybe responsible for any Damages, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), shall promptly reimburse the Indemnifying Party for any payment made or out-of-pocket expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses or Taxes incurred by such Indemnified Party in collecting such amount or (including B) actually realizes or receives any increase net Tax benefit in premiums arising from the payment by an insurance carrier year the Damages were incurred (or the immediately succeeding year) that was not initially included in the computation of Damages, then such Indemnified Party shall promptly 84 pay to the Indemnifying Party the amount of such net Tax benefit, net of any out-of-pocket expenses incurred by such Indemnified Party in collecting such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capital.

Calculation of Damages. The Notwithstanding any other provision of this Agreement, in no event shall Seller or Purchaser be liable for diminution of value or punitive, consequential, indirect, incidental or special damages of any kind or nature, regardless of the form of action through which such damages are sought unless such damages are actually recovered or recovered by a third party in a Third Party Claim. Notwithstanding the foregoing, the amount of any Damages payable for which indemnification is provided under Section 6.9 and/or Section 8.2 by the Indemnifying Party this Article VI shall be: (i) be net of any amounts actually previously recovered or recoverable by the Indemnified Party under any Contracts or applicable insurance policies with respect to such Damages. To the extent an Indemnified Party recognizes any net Tax Benefits (as defined immediately below) as a result of any Damages for which indemnity is paid under this Article VI, the Indemnified Party shall pay the amount of such Tax Benefits (but not in respect excess of the Damages giving rise indemnification payments received from the Indemnifying Party with respect to such Damages) to the right Indemnifying Party within 60 days of indemnification (net of any increase in premiums to be paid such Tax Benefits being recognized by the Indemnified Party arising from (to the insurance carrier’s extent such Tax Benefits are realized prior to the payment of the indemnity for the Damages, the amount of the indemnity for the Damages shall be reduced by the amount of Tax Benefits actually realized). For this purpose, the Indemnified Party shall be deemed to recognize a tax benefit (“Tax Benefit”) with respect to a taxable year only if, and to the extent that, the Indemnified Party’s liability for cash Taxes for such claim); taxable year, calculated by excluding any Tax items attributed to the Damages, exceeds the Indemnified Party’s actual liability for cash Taxes for such taxable year, calculated by taking into account any Tax items attributed to (i) the Damages or (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capitalindemnification payments.

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or Section 8.2 11.02 by the Indemnifying Party shall be: (i) be net of any amounts actually previously recovered by the Indemnified Party or its Affiliates under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of or from any increase in premiums other Person alleged to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); (ii) increased by responsible therefor and any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings benefit actually realized by the Indemnified Party or its Affiliates arising from the incurrence or payment of any such Damages. The amount of any such Tax benefit shall be calculated as the amount by which the Tax liability of the Indemnified Party (or local country Tax group of Affiliates of and including such Indemnified Party), in each case other than (x) a 338(h)(10) Entity and its Subsidiaries and (y) in respect of the Transferred Assets and Assumed Liabilities of the Canada operations of the Business, is actually reduced (calculated on a with and without basis at the highest applicable marginal rate as the last item applied, and net of any out-of-pocket fees, costs and expenses incurred by such Indemnified Party or local country Tax group) if such Indemnified Party (or such local country Tax group) realizes sufficient taxable income to fully offset such Damage in a Post-Closing Tax Period that includes the year in which such Damages are incurred or, if later, at or in any of the time the indemnity payment is madefollowing three Tax years. If the Indemnified Party (i) receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent policies, or from any other Person alleged to an indemnification payment in respect of such Damages by the Indemnifying Partybe responsible for any Damages, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), shall promptly reimburse the Indemnifying Party for any payment made or out-of-pocket expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any fees, costs and expenses incurred by such Indemnified Party in collecting such amount or (including ii), in each case other than (x) a 338(h)(10) Entity and its Subsidiaries and (y) in respect of the Transferred Assets and Assumed Liabilities of the Canada operations of the Business, realizes any increase in premiums arising from the net Tax benefit subsequent to an indemnification payment by an insurance carrier the Indemnifying Party that was not previously taken into account in the indemnification payment, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages net Tax benefit (as computed pursuant to this Section 8.3 if11.06(a)), net of any out-of-pocket fees, costs and solely expenses incurred by such Indemnified Party in collecting such amount. Nothing in this Section 11.06 shall require Buyer Indemnified Party to pay over to Seller any proceeds received under the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capital.Transactional Insurance Policy. #88639600v31

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or Section 8.2 ‎Section 11.02 by the Indemnifying Party shall be: be net of any (i) net of any amounts actually previously recovered by the Indemnified Party or its Affiliates (on behalf of such Indemnified Party) under applicable insurance policies in respect of the Damages giving rise to the right of indemnification policies, indemnities or other reimbursement arrangements (net of any deductible or co-pay amounts and any other costs or expenses reasonably incurred in connection therewith, including all premiums and other costs of such insurance policies, or any increase in premiums to be paid premium payable by the such Indemnified Party arising from the insurance carrier’s payment of Party, or any retroactive adjustment under any such claimpolicy, or costs or expenses incurred in connection with pursuing a claim thereunder); , and (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings benefit actually realized by the Indemnified Party or its Affiliates arising from the payment of any such Damages in or prior to the taxable Tax year in which the Damages were incurred or the three (3) taxable years immediately following such Damages are Tax year (net of all out-of-pocket costs, fees and expenses, including reasonable documented and out-of-pocket advisors and attorneys’ fees and expenses, incurred or, if later, at the time the indemnity payment is madein connection with procuring such Tax benefit). If the Indemnified Party Party, in respect of any claim, (x) receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of policies, or from any other Person responsible for any Damages for such Damages by the Indemnifying Partyclaim, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), shall promptly reimburse the Indemnifying Party for any payment made or expense incurred the amount of Damages paid to the Indemnified Party by such the Indemnifying Party in connection with providing respect to such indemnification payment up to the amount so received by the Indemnified Partyclaim, net of any expenses (including reasonable documented and out-of-pocket advisors’ and attorneys’ fees and expenses) incurred by such Indemnified Party in collecting such amount or (including y) actually realizes during the three (3) year period referenced in Section 11.07(a)(ii) any increase Tax benefit described in premiums arising from the Section 11.07(a)(ii) subsequent to an indemnification payment by an insurance carrier the Indemnifying Party that was not previously taken into account in the indemnification payment, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such amount). Notwithstanding Tax benefit solely to the foregoing, Seller shall not be required extent that it relates to pay Damages the indemnification payment previously received (as computed pursuant to this Section 8.3 if11.07(a), net of all out of pocket costs, fees and solely to the extentexpenses, liability for including reasonable advisors and attorneys’ fees and expenses, incurred in connection with procuring such Damages is reflected in the calculation of the Final Closing Net Working CapitalTax benefit).

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or Section 8.2 this ‎Article XI by the Indemnifying Party shall be: be net of any (i) net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of policies, or from any increase in premiums other Person alleged to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); responsible therefor and (ii) increased by any the net Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings benefit actually realized by the Indemnified Party arising in and its Affiliates as a result of the taxable year in which incurrence or payment of such Damages are incurred orby the Indemnified Party, if later, at the time the indemnity payment is madedetermined on a “with-and-without basis” (a “Tax Benefit”). If the Indemnified Party receives or any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies its Affiliates receive any Tax Benefits subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shallshall promptly pay to the Indemnifying Party the amount of such Tax Benefits. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the Indemnifying Party, then, to the extent fully indemnified that such recoveries exceed the Indemnified Party’s Damages for the applicable Damages (after giving effect to the following reimbursement obligation)such matter, such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified PartyParty that exceeds its Damages, net of any expenses incurred by such Indemnified Party in collecting such amount (including amount. The Indemnified Party shall use commercially reasonable efforts to make claims for recovery under applicable insurance policies and from any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not other Person alleged to be required to pay responsible for any Damages pursuant to this Section 8.3 if, and solely for Tax credits or refunds to the extent, liability for extent such Damages is reflected in the calculation of the Final Closing Net Working CapitalTax credits or refunds would give rise to a Tax Benefit.

Calculation of Damages. (a) Each Indemnified Party and Indemnified Tax Party shall use its reasonable best efforts to obtain all insurance proceeds (including proceeds under the R&W Insurance Policy) or other payments from third parties. The amount of any Damages payable Loss for which each Indemnified Party may be entitled to seek indemnification under Section 6.9 and/or Section 8.2 this Agreement, and the amount of Taxes for which each Indemnified Tax Party may be entitled to seek indemnification under this Agreement, will be reduced by the Indemnifying Party shall be: amount of (ix) net of any amounts insurance proceeds (including proceeds under the R&W Insurance Policy), or other payment from a third party actually previously recovered received, realized or retained by the Indemnified Party under applicable insurance policies in respect or any of the Damages giving rise to the right of indemnification its Affiliates (net of any increase in premiums to be paid or by the Indemnified Tax Party or any of its Affiliates) with respect to such Loss (or Taxes), less the amount of any expenses incurred by it in procuring such recovery and (y) any net Tax benefit arising from the insurance carrier’s incurrence or payment of such claim); Loss (iior Taxes) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If or any of its Affiliates (or by the Indemnified Tax Party receives or any amounts in respect of its Affiliates) during the Damages giving rise Post-Closing Tax Period prior to the right of indemnification under applicable insurance policies subsequent to an indemnification incurrence or payment in respect of such Damages by Loss (or Taxes), or the Indemnifying Partyyear of such incurrence or payment of such Loss (or Taxes). In computing the amount of any such Tax benefit, then such (i) each Indemnified Party shalland Indemnified Tax Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Loss or indemnified Taxes and (ii) an Indemnified Party or an Indemnified Tax Party shall be deemed to have “actually realized” a net Tax benefit to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation)that, promptly reimburse the Indemnifying Party for any payment made or expense incurred by and at such Indemnifying Party in connection with providing such indemnification payment up to time as, the amount so received by the Indemnified Party, net of any expenses incurred cash Taxes payable by such Indemnified Party in collecting or Indemnified Tax Party is actually reduced below the amount of cash Taxes that such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not Indemnified Party would be required to pay Damages pursuant to this Section 8.3 ifbut for the incurrence or payment of such Loss (or Taxes), and solely to in each case, as determined by the extent, liability for such Damages is reflected Indemnified Party or the Indemnified Tax Party in the calculation of the Final Closing Net Working Capitalgood faith.

Calculation of Damages. ¤ The amount of any Damages payable under Section 6.9 and/or 8.09 or Section 8.2 11.02 by the Indemnifying Party shall be: be net of any (i) net of any amounts actually previously recovered by the Indemnified Party or its Affiliates under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of or from any increase in premiums other Person alleged to be paid responsible therefor, and (ii) amount by which the net Tax liability of the Indemnified Party arising or its Affiliates is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the insurance carrier’s payment of such claim); (ii) increased by applicable Taxing Authority. The Indemnified Party shall use commercially reasonable efforts to file, notice and pursue any Tax cost actually incurred by claims under the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by Party’s applicable insurance policies that cover any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such indemnifiable Damages are incurred or, if later, at the time the indemnity payment is madehereunder. If the Indemnified Party (i) receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent policies, or from any other Person alleged to an indemnification payment in respect of such Damages by the Indemnifying Partybe responsible for any Damages, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), shall promptly reimburse the Indemnifying Party for any payment made or out-of-pocket expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount or (including ii) receives any increase in premiums arising from the net Tax benefit subsequent to an indemnification payment by an insurance carrier the Indemnifying Party, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages net Tax benefit (as computed pursuant to this Section 8.3 if11.06), and solely to the extent, liability for net of any out-of-pocket expenses incurred by such Damages is reflected Indemnified Party in the calculation of the Final Closing Net Working Capitalcollecting such amount.

Calculation of Damages. The Notwithstanding any other provision of this Agreement, in no event shall Seller or Purchaser be liable for diminution of value or punitive, consequential, indirect, incidental or special damages of any kind or nature, regardless of the form of action through which such damages are sought unless such damages are actually recovered or recovered by a third party in a Third Party Claim. Notwithstanding the foregoing, 60 the amount of any Damages payable for which indemnification is provided under Section 6.9 and/or Section 8.2 by the Indemnifying Party this Article VI shall be: (i) be net of any amounts actually previously recovered or recoverable by the Indemnified Party under any Contracts or applicable insurance policies with respect to such Damages. To the extent an Indemnified Party recognizes any net Tax Benefits (as defined immediately below) as a result of any Damages for which indemnity is paid under this Article VI, the Indemnified Party shall pay the amount of such Tax Benefits (but not in respect excess of the Damages giving rise indemnification payments received from the Indemnifying Party with respect to such Damages) to the right Indemnifying Party within 60 days of indemnification (net of any increase in premiums to be paid such Tax Benefits being recognized by the Indemnified Party arising from (to the insurance carrier’s extent such Tax Benefits are realized prior to the payment of the indemnity for the Damages, the amount of the indemnity for the Damages shall be reduced by the amount of Tax Benefits actually realized). For this purpose, the Indemnified Party shall be deemed to recognize a tax benefit (“Tax Benefit”) with respect to a taxable year only if, and to the extent that, the Indemnified Party’s liability for cash Taxes for such claim); taxable year, calculated by excluding any Tax items attributed to the Damages, exceeds the Indemnified Party’s actual liability for cash Taxes for such taxable year, calculated by taking into account any Tax items attributed to (i) the Damages or (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capitalindemnification payments.

Calculation of Damages. (a) The amount of any Damages payable for which indemnification is provided under Section 6.9 and/or Section 8.2 by the Indemnifying Party this Article IX shall be: (i) be calculated net of any amounts actually previously recovered by the Indemnified Party Person under applicable any insurance policies and any amounts recovered pursuant to any indemnification right, claim, recovery, settlement, reimbursement arrangement, contract or payment by or against a third party, in respect each case relating to such Damages, net of the Damages giving rise costs and expenses incurred in seeking such collection; provided that the amount deemed to the right of indemnification (be recovered under insurance policies will also be net of the deductible for such policies and any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment of premium (and retro-premium adjustments) for such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made arising out of or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up Damages. Subject to Section 9.8, the Indemnified Persons shall use commercially reasonable efforts to seek recovery under any insurance policies (other than the Representation and Warranty Insurance Policy) covering any Damage to the amount so received by same extent as they would if such Damage were not subject to indemnification hereunder. In the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by event that an insurance carrier or other recovery is made by any Indemnified Persons with respect to any Damage for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of such amount)the recovery shall be made promptly to the Seller or Purchaser, as applicable. Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely anything to the extentcontrary in this Article IX, liability the parties agree that no amount shall be due under this Article IX to the extent that it duplicates another amount already paid or accounted for such Damages is reflected under this Article IX or in the calculation of the Final Closing final Indebtedness Amount, final Net Working CapitalCapital Amount, final Transaction Expenses.

Calculation of Damages. The amount of any Damages payable under Section 6.9 and/or Section 8.2 by the Indemnifying Party shall be(a) With respect to each indemnification obligation contained in this Agreement: (i) net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of any increase in premiums to each such obligation shall be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); (ii) increased reduced by any net Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and benefit (iiiA) decreased by any cash Tax savings actually realized by the Indemnified Party arising or Indemnified Tax Party as a result of the incurrence or payment of the Losses or Indemnified Taxes giving rise to such obligation,\ and (B) used by such Indemnified Party or Indemnified Tax Party to actually reduce the amount of Taxes otherwise payable (or increase the amount of Tax refunds received) by it in the taxable year period in which such Damages are incurred orindemnification obligation is paid, if laterany of the previous taxable periods or any of the succeeding taxable periods, at the time the indemnity payment is made. If (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party receives pursuant to any amounts indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss (provided, however, that nothing herein shall obligate any Indemnified Party to seek recovery of any such insurance proceeds (other than under the R&W Insurance Policy) or pursue any such third party recoveries, other than in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment obligations set forth in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligationSection 11.6(a)), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to (iii) all Losses will be determined after deducting therefrom the amount so received by the Indemnified Party, net of any expenses incurred by reserve with respect to such Indemnified Party in collecting such amount matter on the Seller Disclosure Schedules, the Buyer Disclosure Schedules or the final Price Adjustment Statement and (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, iv) Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely liable for any Losses to the extentextent that such Losses suffered by any Buyer Indemnitee (A) result from any act or omission by such Buyer Indemnitee, liability for (B) result from the failure of such Damages is reflected Buyer Indemnitee to take reasonable action to mitigate such Losses, (C) are taken into account in the calculation of the Final Closing Net Working Capital., (D) result from the operation of the Transferred Companies or the Business, or any event or occurrence, after the Closing or (E) are caused by or result from any action (1) that Seller is required, permitted or requested to take pursuant to Section 7.2 (including pursuant to the consent of Buyer) or (2) for which Buyer has provided its consent (including pursuant to Section 7.2) or (3) that Seller having sought Buyer’s consent pursuant to Section 7.2, did not take as a result of Buyer having unreasonably withheld, conditioned or delayed the requested consent. In computing the amount of any such Tax benefit, each Indemnified Party and Indemnified Tax Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Loss or Indemnified Taxes, and, for the avoidance of doubt, the Tax benefit shall be determined based upon the applicable Tax Returns with and without the effect of such indemnified Loss or Indemnified Taxes and related indemnification payment. If at the time an indemnification payment is due a Tax benefit has not actually been realized by the Indemnified Party or Indemnified Tax Party (as applicable), the indemnification payment shall be computed and paid without such Tax benefit and the Indemnified Party or Indemnified Tax Party (as applicable) shall pay to the Indemnifying Party the amount of such Tax benefit as actually realized within five (5) Business Days after such realization. 100

Calculation of Damages. The amount of any Damages payable under Section 6.9 and/or Section 8.2 by the Indemnifying Party shall be: for which indemnification is provided to any party pursuant to this Article IX will be calculated giving effect to (net of) (i) net of any amounts actually previously recovered by the Indemnified Party indemnified party with respect to such Damages under applicable any insurance policies in respect of the Damages giving rise Companies (and, with respect to claims for indemnification made by Buyer, Buyer agrees to use commercially reasonable efforts to inquire as to whether any such insurance policies provide coverage for the right of indemnification (net of claim at issue and, if so, to use commercially reasonable efforts to seek recovery thereunder) or from any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim)third-party; (ii) increased by any Tax cost actually incurred by amounts specifically accrued or reserved for as a current liability or as a deduction from a current asset on the Indemnified Party arising from the receipt or accrual of the indemnity paymentBalance Sheets with respect to such Damages; and (iii) decreased by the amount of any cash Tax savings benefits actually realized received (net of any Tax detriment suffered) by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is madeindemnified party or its Affiliates (each a “Loss Reduction Amount”). If the Indemnified Party receives amount of any amounts in respect of the Damages giving rise incurred by an indemnified party at any time subsequent to the right making of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the a payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages indemnifying party pursuant to this Section 8.3 ifArticle IX is reduced by a Loss Reduction Amount, and solely the amount of such Loss Reduction Amount (less any costs, expenses or premiums incurred in connection therewith) will promptly be repaid by the indemnified party to the extent, liability indemnifying party. Sellers hereby waive any and every claim for recovery from Buyer for any and all Damages which Buyer recovers as a Loss Reduction Amount. Sellers agree that the waiver hereunder will preclude the assignment of any such Damages is reflected in the calculation of the Final Closing Net Working Capitalclaim by subrogation (or otherwise) to an insurance company (or any other Person).

Calculation of Damages. The (a) In calculating the amount of the Damages to any Indemnified Party under Sections 9.2(a) and 9.2(b), the amount of Damages payable under Section 6.9 and/or Section 8.2 by the Indemnifying Party shall be: will be net of (i) net of any amounts actually previously recovered by the Indemnified Party under applicable from any third party (including insurance policies in respect proceeds) as a result of the Damages facts or circumstances giving rise to the right of indemnification (net of any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); Damages and (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt benefits or accrual Tax losses, in each case net of the indemnity payment; and (iii) decreased by any cash Tax savings costs that are actually realized by the Indemnified Party arising as a result of the incurrence of Damages from which indemnification is sought (such amounts referred to in clauses (i) or (ii), a “Reimbursement”). The Indemnified Parties shall use commercially reasonable efforts to pursue payment under or from any insurer or third-party (other than Seller and its Affiliates after the taxable year in Closing) from which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving rise is entitled to the right of indemnification under applicable insurance policies subsequent to an indemnification payment or indemnity in respect of such Damages by prior to pursuing payment from any Indemnifying Party or the Indemnifying PartyEscrow Fund, and, without limiting the foregoing, the Purchaser Indemnified Parties shall pursue payment in respect of any Damages from the Escrow Fund in accordance with the terms of the Escrow Agreement prior to pursuing payment from Seller; provided that Purchaser Indemnified Parties may submit a claim against the Seller and the Escrow Fund pending resolution of any such claim against any insurer or third party, and the Escrow Fund shall not be released until all such claims have been resolved. If any Reimbursement is obtained subsequent to payment to an Indemnified Party in respect of any Damages, then such Indemnified Party shall, Reimbursement shall be promptly paid over to the Escrow Agent (to the extent fully indemnified for that (a) amounts have been paid to Purchaser Indemnified Parties out of the applicable Damages Escrow Amount and (after giving effect b) it is prior to the following reimbursement obligation), promptly reimburse expiration of the escrow in accordance with the Escrow Agreement) or to the Indemnifying Party for (in any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amountother circumstance). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capital.

Calculation of Damages. Damages shall include, without limitation, the amount of any insurance deductible paid with respect to the claim. The amount of any Damages payable under Section 6.9 and/or Section 8.2 by the an Indemnifying Party under this Article 10 shall be: be (ia) net reduced by any insurance proceeds or other reimbursement arrangements, by way of any amounts actually previously indemnification or otherwise, recovered or recoverable by the Indemnified Party under applicable insurance policies in with respect of the Damages giving rise to the right of claim for which indemnification is sought (whether or not the Indemnified Party chooses to pursue such recovery), (b) reduced by the net present value of any increase in premiums Tax benefits reasonably expected to be paid realized (calculated using a discount rate of 8%) by the Indemnified Party arising from to the insurance carrier’s payment extent the claim for which indemnification is sought gives rise to a deductible loss or expense, and (c) determined without duplication of such claim); (ii) increased recovery by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual reason of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect state of the Damages facts giving rise to such Damages constituting a breach of more than one representation, warranty, covenant or agreement. Except with regard to indemnification for claims actually paid to third parties, Damages payable by an Indemnifying Party under this Article 10 shall not include punitive damages, special damages, damages related to mental or emotional distress, or exemplary damages. Any indemnity payment under this Agreement shall be treated as an adjustment to the right of Purchase Price for Tax purposes. Each Indemnified Party shall use reasonable efforts to mitigate any Damages for which it may claim indemnification under applicable insurance policies subsequent to an indemnification payment in respect this Article 10; provided that the out-of-pocket costs of such mitigation shall be recoverable as Damages. When calculating the amount of Damages by the Indemnifying Party, then such Indemnified Party shall, relating to the extent fully indemnified for the applicable Damages breaches described in clauses (after giving effect to the following reimbursement obligationx) and (y) of Section 10.1(a)(i), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party“Material”, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller “material respects” and “Material Adverse Effects” qualifiers shall not be required to pay Damages pursuant to this Section 8.3 if, given effect (it being understood and solely to the extent, liability for agreed that such Damages is reflected in the calculation of the Final Closing Net Working Capitalqualifiers shall be given effect when determining whether or not a breach has occurred).

Calculation of Damages. The amount of any Damages payable under Section 6.9 9.10 and/or Section 8.2 11.2 by the Indemnifying Party shall be: (i) net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; payment and (iii) decreased by any cash Tax savings benefit actually realized by the Indemnified Party arising in connection with the taxable year in which accrual or payment of any such Damages are incurred or, if later, at the time the indemnity payment is madeDamages. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller the Holdings Stockholder shall not be required to pay Damages pursuant to this Section 8.3 11.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Holdings’ Indebtedness or the Final Closing Net Working Capital.

Calculation of Damages. The All Damages for which the Buyer Indemnified Parties are otherwise entitled to indemnification under this ARTICLE 9 shall be reduced by the amount of any Damages payable under Section 6.9 and/or Section 8.2 by the insurance proceeds, indemnification payments and other third party recoveries or reimbursement arrangements to which any Buyer Indemnifying Party shall or any of their Affiliates (including the Company Group) is entitled to in respect of such Damages. Without limiting the generality of the foregoing, in the event an Indemnified Party is, or is reasonably expected to be: (i) net , entitled to any insurance proceeds in respect of any amounts actually previously recovered by Damages for which such Indemnified Party is or may be entitled to indemnification pursuant to this ARTICLE 9 under any insurance policy, Contract, or other third-party recovery or reimbursement arrangement, the Indemnified Party under applicable insurance policies shall, and shall cause its Affiliates (including, with respect to Buyer Indemnified Parties, the Company Group) to, concurrent with providing a Notice of Claim in respect accordance with this Agreement, to proceed first by making a claim therefor (or submitting an initial notification of the Damages giving rise to the right of indemnification (net of any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising loss in the taxable year in which event the retention has not been met) under such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving rise policy and using its commercially reasonable efforts to the right of indemnification under applicable insurance policies subsequent to an indemnification payment seek recovery for and obtain proceeds in respect of such Damages (subject to the applicable retention amounts and other terms and conditions under such insurance policy being met). In the event that any such insurance proceeds, indemnity payments or other third-party recoveries are received or realized by any Buyer Indemnified Party or any of their respective Affiliates subsequent to receipt by the Indemnifying PartyBuyer Indemnified Parties of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, then such Indemnified Party shallindemnity payments or other third-party recoveries relate, appropriate refunds shall be made promptly by Buyer to the extent fully indemnified for Seller of all or the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing relevant portion of such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capitalpayment.

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or 8.09 or Section 8.2 11.02 by the Indemnifying Party shall be: be net of any (i) net of any amounts actually previously recovered by the Indemnified Party or its Affiliates under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of or from any increase in premiums other Person alleged to be paid responsible therefor, and (ii) amount by which the net Tax liability of the Indemnified Party arising or its Affiliates is actually reduced in any Tax period as a result of the indemnified loss or the amount of a Tax refund that is generated as a result of such indemnified loss, and any related interest received from the insurance carrier’s payment of such claim); (ii) increased by applicable Taxing Authority. The Indemnified Party shall use commercially reasonable efforts to file, notice and pursue any Tax cost actually incurred by claims under the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by Party’s applicable insurance policies that cover any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such indemnifiable Damages are incurred or, if later, at the time the indemnity payment is madehereunder. If the Indemnified Party (i) receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent policies, or from any other Person alleged to an indemnification payment in respect of such Damages by the Indemnifying Partybe responsible for any Damages, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), shall promptly reimburse the Indemnifying Party for any payment made or out-of-pocket expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount or (including ii) receives any increase in premiums arising from the net Tax benefit subsequent to an indemnification payment by an insurance carrier the Indemnifying Party, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages net Tax benefit (as computed pursuant to this Section 8.3 if11.06), and solely to the extent, liability for net of any out-of-pocket expenses incurred by such Damages is reflected Indemnified Party in the calculation of the Final Closing Net Working Capitalcollecting such amount.

Calculation of Damages. The Except as otherwise provided in this Article XI, in any case where the Indemnified Party subsequently recovers from third parties any amount in respect of a matter with respect to which an Indemnifying Party has indemnified it pursuant to this Article XI, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery and the related increase in insurance premium) but not in excess of any Damages payable under Section 6.9 and/or Section 8.2 amount previously so paid by the Indemnifying Party shall be: (i) net to or on behalf of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of such matter. The computation of the Damages amount of any indemnity payment required to be made to any Buyer Indemnitee pursuant to this Agreement shall be reduced by the amount of the Tax Benefit resulting from the incurrence of the liability giving rise to the right of indemnification (net of any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings Damages at issue, if any, actually realized by the Indemnified Party arising Buyer Indemnitee in the taxable year such Liability is incurred or in which such Damages are incurred or, if later, at the time the indemnity payment is madeimmediately succeeding year. If the Indemnified Party Buyer Indemnitee receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to a Tax Benefit after an indemnification payment in respect is made to it, the Buyer Indemnitee shall promptly pay to Seller the amount of such Damages by the Indemnifying Party, then Tax Benefit at such Indemnified Party shall, time or times as and to the extent fully indemnified for that such Tax Benefit is actually realized by the applicable Damages (after giving effect Buyer Indemnitee. If and to the following reimbursement obligation), promptly reimburse extent all or any portion of any Tax Benefit that (a) was used to reduce the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up Damages otherwise payable to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount Buyer Indemnitee or (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, b) was paid over to Seller shall not be required to pay Damages pursuant to this Section 8.3 if11.09, is subsequently reduced, denied, or eliminated by the applicable Taxing Authority, Selling Parties agree to pay the amount by which the Tax Benefit was so reduced, denied, or eliminated to the Buyer Indemnitee promptly, and solely to the extent, liability in any case within five (5) days of receiving written demand for such Damages is reflected payment from the Buyer Indemnitee. For purposes hereof, “Tax Benefit ” means any refund of Taxes paid or reduction in the calculation amount of the Final Closing Net Working CapitalTaxes that otherwise would have been paid.

Calculation of Damages. The amount of any Damages payable under Section 6.9 and/or Section 8.2 by Damage for which indemnification is provided shall be (a) net of any reserves or current liabilities included in the Indemnifying Party shall be: final determination of Closing Working Capital, (ib) net of any amounts actually previously recovered by the Kenexa Indemnified Party under applicable insurance policies in with respect to such Damages and (c) computed after taking into account all Tax consequences to the Kenexa Indemnified Party of (i) the receipt of (or the right to receive) the indemnification payment and (ii) the event or the incurrence of the Damages giving liability that has given rise to the right to receive the indemnification payment. Thus, it is the intention of indemnification (net of any increase in premiums to be paid by the parties that the Kenexa Indemnified Party arising from be held harmless with respect to the insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving liability that gave rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect on an after-Tax basis. In the event that any claim for indemnification asserted hereunder is, or may be, the subject of such Damages by any insurance coverage or other right to indemnification or contribution from any third Person, the Indemnifying Party, then such Kenexa Indemnified Party shall, expressly agrees to the extent fully indemnified for promptly notify the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of any such amount). Notwithstanding the foregoing, Seller shall not be required claim or loss and tender defense thereof to pay Damages pursuant to this Section 8.3 ifsuch carrier, and solely shall also promptly notify any potential third party indemnitor or contributor which may be liable for any portion of such losses or claims. The Kenexa Indemnified Party agrees to pursue such claims diligently and to reasonably cooperate with each applicable insurance carrier and third party indemnitor or contributor. The Kenexa Indemnified Party shall use its commercially reasonable efforts to seek recoveries under insurance policies and shall reimburse the extentEquityholders for any Damage indemnified by the Equityholders, liability for which is subsequently recovered by the Kenexa Indemnified Party under any such Damages is reflected in the calculation of the Final Closing Net Working Capitalinsurance.

Calculation of Damages. (a) The amount of any Damages payable for which indemnification is provided under Section 6.9 and/or Section 8.2 by the Indemnifying Party this Article X shall be: be calculated net of (i) any net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings Benefit actually realized by the Indemnified Party arising Person on account of such Damages in the taxable year in which such Damages are arise and (ii) any amounts recovered by the Indemnified Person under any insurance policies (but in the case of intentional fraud with respect to any Company Representations, Blocker Representations or Blocker Holdings Representations, other than the Representation and Warranty Insurance Policy) and any amounts recovered pursuant to any indemnification right, claim, recovery, settlement, reimbursement arrangement, contract or payment by or against a third party (including any acquisition agreements of the Company and its Subsidiaries) (collectively, "Alternative Arrangements"), in each case relating to such Damages, net of the costs and expenses incurred or, if later, at in seeking such collection; provided that the time amount deemed to be recovered under insurance policies will also be net of the indemnity deductible for such policies and any increase in the premium (and retro-premium adjustments) for such policies to the extent arising out of or in connection with such Damages. If an indemnification payment is made. If the received by any Indemnified Party receives any amounts Person, and such Indemnified Person later recognizes Tax Benefits described in clause (i) above in respect of the related Damages giving rise that were not previously accounted for with respect to such indemnification payment when made, such Indemnified Person shall promptly notify the Indemnifying Party Representative and, no later than ten (10) Business Days after delivery of such notice by the Indemnified Person, pay to the right Indemnifying Party Representative an amount equal to the lesser of (A) any such Tax Benefits not previously accounted for and (B) the actual amount of the indemnification payments previously paid with respect to such Damages. Subject to Section 10.10, the Indemnified Persons shall use commercially reasonable efforts to seek recovery under applicable Alternative Arrangements covering any Damage to the same extent as they would if such Damage were not subject to indemnification hereunder. In the event that an insurance policies subsequent or other recovery is made by any Indemnified Persons with respect to an indemnification payment in respect of any Damage for which any such Damages by Person has been indemnified hereunder (other than the Indemnifying PartyRepresentation and Warranty Insurance Policy), then such Indemnified Party shalla refund equal to the aggregate amount of the recovery shall be made promptly to the Equityholder Representative, on behalf of the Equityholders, or Purchaser, as 75 applicable. Notwithstanding anything to the contrary in this Article X, the parties agree that no amount shall be due under this Article X to the extent fully indemnified that it duplicates another amount already paid or accounted for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made under this Article X or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Indebtedness Amount, Final Net Working CapitalCapital Amount, Final Transaction Expenses or amounts that would otherwise be included the Cash Amount but were excluded as a result of the limitation contained therein relating to customer deposits.

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or Section 8.2 9.02 by the Indemnifying Party shall be: be net of (i) net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise or from any other Person alleged to the right of indemnification be responsible therefor (net of (A) any increase in premiums to be paid deductibles, co-payments, self-insured amounts payable by the Indemnified Party arising from or its Subsidiaries, premium increases (to the insurance carrier’s payment of such claim); extent attributable directly to the applicable benefit to the Indemnified Party) or other out-of-pocket costs and expenses (iiincluding reasonable legal fees and expenses, if any) increased by any Tax cost actually and reasonably incurred by the Indemnified Party arising from in seeking such insurance proceeds and (B) any Taxes imposed on the Indemnified Party or any of its Subsidiaries in respect of the receipt or accrual of the indemnity payment; such insurance proceeds) and (iiiii) decreased the Indemnified Party’s share of any actual reduction in cash Taxes payable that are not Excluded Taxes (or increase in the cash Tax refunds receivable that are not for the benefit of Parent pursuant to Section 6.03) realized within three years of the Closing by any cash Tax savings actually realized by of the Indemnified Party arising Acquired Companies as a consequence of, or in connection with, the taxable year in which such circumstances giving rise to the Damages are incurred or, if later, at the time the indemnity payment is madesubject to indemnification under this ‎Article 9 (calculated on a “with and without” basis). If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capital.94

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or Section 8.2 10.02 by the Indemnifying Party shall be: be net of any (i) net of any amounts actually previously recovered by the Indemnified Party or its Affiliates under applicable third party insurance policies in respect of or from any other third party (other than the Damages giving rise Indemnifying Party or its Affiliates) alleged to the right of indemnification (be responsible therefor net of any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually expenses incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; in collecting such amount and (iiiii) decreased by any cash Tax savings actually benefit realized by the Indemnified Party or its Affiliates arising in from the taxable year in which incurrence or payment of any such Damages are incurred or, if later, at the time the indemnity payment is madeDamages. If the Indemnified Party (i) receives any actual amounts in respect of the Damages giving rise to the right of indemnification under applicable third party insurance policies subsequent to an indemnification payment in respect of such Damages by policies, or from any other third party (other than the Indemnifying PartyParty or its Affiliates) alleged to be responsible for any Damages, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount or (including ii) realizes any increase in premiums arising from the net Tax benefit subsequent to an indemnification payment by an insurance carrier the Indemnifying Party that was not previously taken into account in the indemnification payment, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such net Tax benefit, net of any out-of-pocket expenses incurred by such Indemnified Party in collecting such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capital.

Calculation of Damages. The term "Damages" as used in this Article 8 is not limited to matters asserted by third parties, but includes Damages incurred or sustained by an Indemnified Party in the absence of third party claims. The amount of any Damages payable under Section 6.9 and/or Section 8.2 by the Indemnifying Party shall be: be calculated (i) net of any amounts actually previously reserves, liability accruals or other provisions for such Damages on the Financial Statements, (ii) net of insurance proceeds paid or payable with respect thereto or any indemnification or contribution from any third Person, (iii) after the effect of any tax benefits or tax detriments realizable in connection therewith and (iv) after the effect of any amount received pursuant to the Letter of Credit. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Damage. The Indemnified Party expressly agrees to promptly notify the applicable insurance carrier of any such claim or loss and tender defense thereof to such carrier, and shall also promptly notify any potential third party indemnitor or contributor which may be liable for any portion of such losses or claims; provided, however, that failure to give timely notice shall not affect the Indemnitor's obligation to indemnify the Indemnified Party hereunder. The Indemnified Party agrees to pursue, at the cost and expense of the Indemnitor(s), such claims diligently and to reasonably cooperate, at the cost and expense of the Indemnitor(s), with each applicable insurance carrier and third party indemnitor or contributor. The Indemnified Party shall use its commercially reasonable efforts to seek recoveries under insurance policies and shall reimburse the Indemnitor(s) for any Damages indemnified by them, which is subsequently recovered by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Partyinsurance, net of any reasonable costs and expenses incurred by such of collection. With respect to any Damages that become due from Seller to the Buyer Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages Parties pursuant to the terms and provisions of this Section 8.3 ifArticle 8, and solely the Buyer Indemnified Parties shall request drawings under the Letter of Credit prior to the extent, liability for seeking any payment from Seller directly with respect to such Damages is reflected in the calculation of the Final Closing Net Working CapitalDamages.

Calculation of Damages. (a) Each Indemnified Party and Indemnified Tax Party shall use its commercially reasonable efforts, in accordance with applicable Law, to obtain all insurance proceeds (including proceeds under any R&W Insurance Policy) or other payments from third parties to the extent any amounts are actually covered and recoverable thereunder. The amount of any Damages payable Loss for which each Indemnified Party may be entitled to recover for indemnification under Section 6.9 and/or Section 8.2 this Agreement, and the amount of Taxes for which each Indemnified Tax Party may be entitled to seek indemnification under this Agreement, will be reduced by the Indemnifying Party shall be: (i) net amount of any amounts insurance proceeds or other payment from a third party actually previously recovered received, realized or retained by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise to the right of indemnification Parties (net of any increase in premiums to be paid or by the Indemnified Party arising from Tax Parties) with respect to such Loss (or Taxes), less the insurance carrier’s payment amount of any costs or expenses incurred in procuring such claim); (ii) increased by any Tax cost actually incurred by the Indemnified Party arising from the receipt recovery, deductibles, premium increases or accrual of the indemnity payment; similar amounts, and (iiix) decreased by less any actual cash Tax savings actually benefit or (y) plus any actual cash Tax cost, in each case realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives or any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages its Affiliates (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net Tax Party or any of any expenses incurred by such Indemnified Party its Affiliates) in collecting such amount the year of the Loss or the succeeding two (including any increase in premiums 2) years and arising from the incurrence or payment by an insurance carrier of such amountLoss (or Taxes). Notwithstanding In computing the foregoingamount of any such Tax benefit or such Tax cost, Seller each Indemnified Party and Indemnified Tax Party shall not be required deemed to pay Damages pursuant to this Section 8.3 ifrecognize all other items of income, and solely to gain, loss, deduction or credit before recognizing any item arising from the extent, liability for such Damages is reflected in the calculation incurrence or payment of the Final Closing Net Working Capitalany indemnified Loss or indemnified Taxes.

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or Section 8.2 this Article 10 by the Indemnifying Party shall be: (i) be net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of (including the Damages giving rise to the right of indemnification (R&W Insurance Policy), net of any increase costs or expenses incurred in premiums the collection thereof, including deductibles, indemnity, reimbursement arrangements or other similar arrangements (each, an “Alternative Recovery”). Solely with respect to claims for Damages arising under Sections 10.02(a)(iii) or 10.02(a)(iv), the Summit Indemnified Party shall use its commercially reasonable efforts to seek recovery under the R&W Insurance Policy, to the extent coverage would reasonably be expected to be available thereunder (assuming all other past, current and future claims are paid out in full by the insurers thereunder), and if Summit receives insurance proceeds after having received payment from an Indemnifying Party pursuant to this Article 10 in respect thereof, then to the extent such insurance proceeds were not taken into account in determining the amount of Damages required to be paid by the applicable Indemnifying Party to Summit with respect thereto, Summit shall refund to the applicable Indemnifying Party up to the lesser of (x) the amount of such insurance proceeds so received, and (y) the amount of the indemnification payment received by the Summit Indemnified Party arising from the insurance carrier’s Indemnifying Party with respect thereto pursuant to this Article 10, in each case, after deducting therefrom the amount of any costs or expenses incurred in procuring such recovery, net of any Taxes actually imposed on the Summit Indemnified Party that arise from having received amounts under the R&W Insurance Policy (such Taxes being reduced by any refund, offset in Tax or other Tax Asset realized by Summit or its Affiliates from the payment of such claimamounts under this Section 10.05); provided that, (iiA) increased by any Tax cost actually incurred by the amount the Summit Indemnified Party arising from is required to refund pursuant to this sentence shall not exceed the receipt or accrual of amount by which the indemnity payment; and (iii) decreased by any cash Tax savings indemnification payment actually realized by paid to the Summit Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shall, pursuant to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages this Article 10 would have been reduced pursuant to this Section 8.3 if10.05 had such recovery been received prior to the date of such indemnification payment, and solely (B) notwithstanding the foregoing, any Summit Indemnified Party may deliver a Claim against Cementos or any Argos Party at any time in order to the extent, liability for such Damages is reflected in the calculation of the Final Closing Net Working Capitalreserve rights under this Article 10.

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or Section 8.2 ‎Section 11.02 by the Indemnifying Party shall be: be net of any (i) net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of or from any increase in premiums other Person alleged to be paid responsible therefor, and (ii) Tax Benefit actually received by the Indemnified Party arising from the insurance carrier’s incurrence or payment of any such claim); (ii) increased Damages. For purposes hereof, “Tax Benefit” means, with respect to any Damages subject to any indemnity under ‎Article 11, an amount by any which the net Tax cost actually incurred by liability of the Indemnified Party arising (or a group filing a Tax Return that includes such Indemnified Party) is actually reduced in, or prior to, the year the Damages were incurred solely as a result of Damages or the amount of Tax refund that is generated solely as a result of such Damages, and any related interest received from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is madeapplicable Taxing Authority. If the Indemnified Party (A) receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent policies, or from any other Person alleged to an indemnification payment in respect of such Damages by the Indemnifying Partybe responsible for any Damages, then such Indemnified Party shall, to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount (including and any increase in premiums arising from the applicable premium of any such insurance policy or (B) receives any net Tax Benefit subsequent to an indemnification payment by an insurance carrier the Indemnifying Party, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such amount). Notwithstanding the foregoing, Seller shall not be required to pay Damages pursuant to this Section 8.3 if, and solely net Tax Benefit up to the extentamount received by the Indemnified Party, liability for net of any expenses incurred by such Damages is reflected Indemnified Party in the calculation of the Final Closing Net Working Capitalcollecting such amount.

Calculation of Damages. The amount of Damages suffered by any Damages payable under Section 6.9 and/or Section 8.2 by the Indemnifying Indemnified Party shall be: (i) net of be calculated after giving effect to any amounts actually previously recovered by the Indemnified Party under applicable from third parties, including insurance policies in respect of the Damages giving rise to the right of indemnification proceeds (net of any increase in premiums to be paid deductibles or other Damages incurred by the such Indemnified Party arising from the insurance carrier’s payment as a result of such claim, all direct collection expenses and any increased premium costs); (ii) increased by , and taking into account any Tax cost tax benefit actually realized or incurred by the Indemnified Party arising from and its Affiliates that is associated with such Damages or the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred or, if later, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect thereof (it being understood and agreed that the Indemnified Parties shall use their commercially reasonable efforts to seek insurance recoveries in respect of such Damages to be indemnified hereunder). If any insurance proceeds or other recoveries from third parties are actually realized by the Indemnifying Party, then such an Indemnified Party shall, subsequent to the extent fully indemnified for the applicable Damages (after giving effect to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount so received by the Indemnified Party, net of any expenses incurred receipt by such Indemnified Party of an indemnification payment hereunder in collecting respect of the claims to which such insurance proceedings or third party recoveries relate, the Indemnified Party shall hold such amounts in trust, and appropriate refunds shall be made promptly to the Indemnifying Party regarding the amount (including any increase in premiums arising from the payment by an insurance carrier of such amount)indemnification payment. Notwithstanding Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the foregoingsame set of facts giving rise to such liability constituting a breach of more than one representation, Seller warranty, covenant or agreement. No liability or obligation shall not be required constitute a breach of any representation, warranty, covenant or agreement of the Company or entitle Parent to pay Damages pursuant to this Section 8.3 if, and solely indemnification hereunder to the extent, extent that the liability or obligation is properly accrued for such or reflected on the final Closing Payment Adjustment Statement. The Indemnified Parties shall use their respective commercially reasonable efforts to mitigate any Damages is reflected in to the calculation of the Final Closing Net Working Capitalextent required by any Legal Requirement.

Calculation of Damages. (a) The amount of any Damages payable under Section 6.9 and/or Section 8.2 11.02 by the Indemnifying Party shall be: (i) be net of any amounts actually previously recovered by the Indemnified Party under applicable insurance policies in respect of the Damages giving rise to the right of indemnification (net of any increase in premiums to be paid by the Indemnified Party arising from the insurance carrier’s payment of such claim); (ii) increased by any Tax cost actually costs or expenses incurred by the Indemnified Party arising from the receipt or accrual of the indemnity payment; and (iii) decreased by any cash Tax savings actually realized by the Indemnified Party arising in the taxable year in which such Damages are incurred orcollection thereof, if laterincluding deductibles, at the time the indemnity payment is made. If the Indemnified Party receives any amounts in respect and net of the Damages giving rise to the right of indemnification under applicable insurance policies subsequent to an indemnification payment in respect of such Damages by the Indemnifying Party, then such Indemnified Party shallpremium adjustments) (it being understood that, to the extent fully any amounts are recovered by an Indemnified Party with respect to Damages for which such Indemnified Party has previously been indemnified for hereunder and such recovery or realization was not previously taken into account in determining the applicable amount of the Damages (after giving effect as provided in the immediately preceding sentence, such Indemnified Party shall promptly pay over to the following reimbursement obligation), promptly reimburse the Indemnifying Party for any payment made (or, if applicable, increase the amount of the Holdback Deferred Release Amount or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the Holdback Indemnity Initial Amount, as applicable) the amount so received by recovered or realized (after deducting therefrom the Indemnified Partyamount of any costs or expenses incurred in procuring such recovery or realization (including any applicable premium adjustments)), net of any expenses incurred by such Taxes imposed on the Indemnified Party in collecting such that arise from having received amounts under the applicable insurance policies); provided that the amount (including any increase in premiums arising from the payment by an insurance carrier of such amount). Notwithstanding the foregoing, Seller shall not be Parent Indemnified Parties are required to pay Damages over (or, if applicable, increase the amount of the Holdback Deferred Release Amount or the Holdback Indemnity Initial Amount, as applicable) pursuant to this Section 8.3 if, and solely 11.06(a) shall not exceed the amount by which the indemnification payment actually paid to the extent, liability for Parent Indemnified Parties pursuant to Section 11.02(a) would have been reduced pursuant to this Section 11.06(a) had such Damages is reflected in recovery been received prior to the calculation date of the Final Closing Net Working Capitalsuch indemnification payment.