Common use of Additional Limitations Clause in Contracts

Additional Limitations. (i) Notwithstanding anything to the contrary in this Article 8, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges and agrees that the parties have entered into this Agreement based upon the certain financial and tax accounting assumptions. Accordingly, with full knowledge of the potential consequences the Executive agrees that, notwithstanding anything contained herein to the contrary: (i) Notwithstanding anything to the contrary in this Article 8, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee Annual Benefit or iDoc (the Schedule B Annuity, as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled limited to indemnification hereunder for any amounts in excess that amount of the Basket; provided, that Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Basket shall not apply Employer under the Code in the year in which payment is to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal be made to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. Executive; (ii) The the Annual Benefit amount of any Losses sufferedor the Schedule B Annuity, sustained or incurred by any Indemnified Parties as the case may be, shall be reduced by deemed to be the amount such Indemnified Parties actually recovered (after deducting all attorneys’ feeslast payment made to the Executive and the first for which an income tax deduction, expenses if any, has been disallowed; and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any compensatory amounts for which a deduction is denied to the Employer shall, at the Employer's election, serve to first reduce the Employer's obligation to make the monthly Annual Benefit payments otherwise due and payable to the Executive under insurance coverage (excluding self-insurance or captive insurance) or from any Person the terms of this Agreement. The Executive recognizes that, in this regard, limitations on deductibility may be imposed under, but not limited to, Code Section 280G. Consistent with respect to Losses sustained at any time subsequent to the foregoing, and in the event that any payment or benefit received or to such Parent Indemnified Party pursuant to this Article 8be received by the Executive, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed whether payable pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement or any other plan, arrangement or agreement with the Employer (together with the Annual Benefit or the Schedule B Annuity, the "Total Payments"), will not be deductible (in respect whole or in part) as a result of Code Section 280G, the Annual Benefit or the Schedule B Annuity, shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G of the Code (or the Annual Benefit/Schedule B Annuity is reduced to zero (0)). For purposes of this limitation: (a) No portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of any factfuture Annual Benefit or Schedule B Annuity payments, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response taken into account; (b) No portion of the same Loss under another section or subsection Total Payments shall be taken into account, which in the opinion of this Agreement.the tax counsel selected by the Employer and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (vc) Neither VSee nor iDoc Future Annual Benefit/Schedule B Annuity payments shall have any liability for any Loss for which indemnification is sought be reduced only to the extent necessary so that an allowance, provision the Total Payments (other than those referred to in clauses (a) or reserve covering such Loss (b) above in their entirety) constitute reasonable compensation for services actually reduced rendered within the amount meaning of Section 280G of the iDoc Closing Consideration Code, in the opinion of tax counsel referred to in clause (b) above; and (d) The value of any non-cash benefit or any deferred payment or benefit included in the VSee Closing Consideration, Total Payments shall be determined by the Employer's independent auditors in accordance with the reductions contemplated in principles of Section 280G of the definitions thereofCode.

Additional Limitations. (i) Notwithstanding anything The Purchaser Indemnified Parties shall not be entitled to assert, and the contrary in this Article 8, VSee Seller and iDoc the Parent shall not be liable for claims for, any claim for indemnification pursuant under this Article VIII arising out of or resulting from or incurred in connection with any conduct, action or failure to ‎Section 8.2(aact of Purchaser, the Company or the surviving entity occurring after the Closing Date that would have constituted a breach of the Seller's representation and warranty in Section 3.13(A) and ‎Section 8.2(b)if such conduct, action or failure to act had occurred prior to the Closing Date, to the extent that such conduct, action or failure to act occurs after the earlier of either (i) thirty (30) days after the Closing Date or (ii) such time as applicablethe Purchaser has knowledge, unless and until or should have knowledge in the aggregate amount commercially reasonable conduct of Losses claimed by the Parent Business, of such conduct, action or failure to act. (ii) Any claim for indemnification that may be made under more than one subsection under Sections 8.02 or 8.03 shall not result in any duplicate indemnification for Losses, notwithstanding that such claim may be made under more than one subsection. (iii) Notwithstanding anything contained herein to the contrary, in no event shall the Purchaser Indemnified Parties against VSee be entitled to assert, and the Seller Indemnifying Parties shall not be liable for, any claim for any Loss suffered or iDoc incurred by any of the Purchaser Indemnified Parties as a result of any claims or proceedings brought by or on behalf of any investor, potential investor, underwriter or placement agent in connection with the Purchaser's Rule 144A Offering, regardless of whether all or any of the matters underlying such claims or proceedings relate to a breach of this Agreement by Seller or Parent; provided that the foregoing shall be without prejudice to the right of the Purchaser Indemnified Parties to assert claims under Article VIII for Losses suffered or incurred independent of the Purchaser's Rule 144A Offering. (as iv) Notwithstanding anything contained herein to the contrary, for purposes of Article VIII, "Losses" shall not include any consequential, special, indirect or punitive damages in connection with any breach or violation of this Agreement or otherwise in connection with the Transactions; provided, however, that (i) an Indemnified Party shall be entitled to recover consequential, special or indirect damages (subject in the case may beof lost profits to the further limitations described in the subsequent sentence) equals to the extent (and solely to the extent) such damages are reasonably foreseeable in connection with such breach or exceeds $75,000 violation and (ii) the “Basket”) foregoing shall not limit the right of any Indemnified Party to indemnification in accordance with the this Agreement with respect to each any component of VSee and iDocany claim, and then settlement, award or judgment against such party by any unaffiliated third party. In addition to the Parent foregoing, (i) the Purchaser Indemnified Parties shall be entitled to indemnification hereunder recover for any amounts profits lost or otherwise not realized in excess respect of the Basket; provided, Business following the Closing Date solely to the extent that the Basket shall not apply to breaches applicable Loss (x) meets the requirements of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification the preceding sentence (and is otherwise indemnifiable under Section 8.2(athis Agreement) and iDoc for indemnification under ‎Section 8.2(b)(y) does not, respectivelyin the aggregate with all other such Losses in respect of lost profits, shall in no event exceed an amount equal to twenty-five percent (25%) of the VSee Indemnity Escrow Amount with respect to VSeeMaximum Indemnification Amount, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount the extent of the indemnification for any such Losses suffered, sustained or incurred by in respect of lost profits to which any of the Purchaser Indemnified Parties shall be reduced by entitled will be determined based upon the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance impact that the fact or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and circumstance underlying the applicable Escrow breach would have had on the Purchase Price had such fact or circumstance been known as of the date of the Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.

Additional Limitations. (a) In calculating any Loss or Expense there shall be deducted any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer); provided, however, that neither party shall be required to seek an insurance recovery in any event. Any indemnity payment hereunder with respect to any Loss or Expense shall be calculated on an "After-Tax Basis," which shall mean an amount which is sufficient to compensate the Indemnified Party for the event giving rise to such Loss or Expense (the "Indemnified Event"), determined after taking into account (1) all increases in federal, state, local or other Taxes (including estimated Taxes) payable by the Indemnified Party as a result of the receipt of the indemnity payment (as a result of the indemnity payment being included in income, resulting in a reduction of tax basis, or otherwise); provided, however, that Buyer and Seller agree to report each payment made in respect of a Loss or Expense as an adjustment to the Purchase Price for federal income Tax purposes, (2) all increases in federal, state, local and other Taxes (including estimated Taxes) payable by the Indemnified Party for all affected taxable years as a result of the Indemnified Event, and (3) all reductions in federal, state, local and other Taxes (including estimated Taxes) payable by the Indemnified Party as a result of the Indemnified Event. (b) In any case where an Indemnified Party recovers from any third Person any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this Article XI, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) Notwithstanding anything any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (c) Except for Buyer's obligations under Sections 7.9 (if any), 8.3(b) and 8.6, fraud and remedies that cannot be waived as a matter of law and injunctive and provisional relief, if the Closing occurs, this Article XI shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement), the Accounts Receivable Purchase Agreement (including any covenant, obligation, representation or warranty of Seller or SFFC contained therein) or otherwise in respect of the transactions contemplated hereby or thereby. After the Closing, Buyer shall not be entitled to a recision of the sale of the Shares hereunder or a rescission of the sale of the Purchased Accounts Receivable under the Accounts Receivable Purchase Agreement. (d) Without limiting the generality of any other provision hereof, with respect to all environmental matters (other than those related to the contrary Excluded Assets and Excluded Liabilities): (i) the parties agree that their respective rights and obligations as provided in this Article 8Agreement shall supersede any rights and obligations that any party may have under any existing or future law; (ii) Seller shall have no liability or obligation under Section 11.1(a) for breaches of representations and warranties that relate to the operations of the Companies prior to Seller's acquisition thereof, VSee and iDoc shall or any prior operations on the Owned Real Property or Leased Real Property, unless the subject matter of such environmental claim was within the Knowledge of Seller as of the date hereof; (iii) Seller will not be liable for claims for indemnification pursuant the costs of remedial or other actions more extensive than those required under applicable Environmental Laws in effect on the date hereof utilizing commercially reasonable and cost effective measures and utilizing the least stringent cleanup standards acceptable to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until relevant Governmental Authorities taking into account the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess industrial use of the BasketOwned Real Property or Leased Real Property; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party no claim may have the right be asserted pursuant to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (vSection 11.1(a) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision Losses and Expenses are incurred by Buyer as a result of any voluntary investigation (unless such investigation is (A) undertaken only where Buyer has a good faith reasonable basis to believe that such investigation is necessary to address a violation of Environmental Laws or reserve covering such Loss actually reduced (B) consistent with Buyer's pre-existing environmental policies and standards in place with respect to its other comparable facilities and is not undertaken without a legitimate business purpose or in any significant respect due to the amount of the iDoc Closing Consideration indemnification provided in this Article XI) or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.any remedial work not required by Environmental Laws; and

Additional Limitations. No Permitted Transfer may be made that would violate or be inconsistent with any other agreement a Common Stockholder, Investor or Family Unitholder may have with the Company or any of its subsidiaries or would cause the number of securityholders of the Company to exceed the number that is 50 less than the number of securityholders which would require the Company to register any securities of the Company under any applicable laws; provided, however, that upon the receipt of a notice by any Common Stockholder or Investor of a proposed Permitted Transfer, the Company shall inform such Person, no later than five Business Days after receipt of such notice, of the number of securityholders of the Company. No Permitted Transfer may be made unless the Permitted Transferee (iA) agrees in writing to be bound by the provisions of this Agreement as though it were a Common Stockholder, Family Unitholder or Investor, as the case may be, hereunder pursuant to a joinder agreement in substantially the form attached hereto as Exhibit B (the “Joinder Agreement”), and (B) unless waived by the Board of Directors (or a committee of the Board of Directors to whom such authority has been delegated), causes to be delivered to the Company, at such Permitted Transferee’s sole cost and expense, a favorable opinion from legal counsel reasonably acceptable to the Board of Directors (or a committee of the Board of Directors to whom such authority has been delegated), to the effect that such Permitted Transfer does not violate or result in registration being required under any applicable law. In addition, such Permitted Transferee shall execute and deliver such other instruments and documents, in form and substance reasonably satisfactory to the Board of Directors (or a committee of the Board of Directors to whom such authority has been delegated), including any instrument necessary to cause the Permitted Transferee to become a Common Stockholder, Family Unitholder or Investor, as the case may be, as are reasonably requested by the Company in connection with such Transfer. Notwithstanding anything to the contrary in this Article 8Agreement or any failure by a Permitted Transferee under this Section 3.3 to execute a Joinder Agreement, VSee and iDoc such Permitted Transferee shall not be liable for claims for indemnification pursuant take any Equity Interests or shares of Preferred Stock so Transferred subject to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection provisions of this Agreement as if such Equity Interests or shares of Preferred Stock were still held by the Family Unitholder or Stockholder making such Transfer, whether or not they so agree in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreementwriting. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.

Additional Limitations. (i) Notwithstanding anything Materiality standards or qualifications in any representation, warranty or covenant shall only be taken into account in determining whether a breach of or default in connection with such representation or warranty or covenant (or failure of any representation or warranty to the contrary in this Article 8be true and correct) exists, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until taken into account in determining the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) any Damages with respect to each of VSee such breach, default or failure to be true and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoccorrect. (ii) The Indemnifying Parties shall not be obligated to indemnify any Indemnified Person with respect to any Damages to the extent that such Damages were reflected as a liability in the Closing Balance Sheet for purposes of calculation of the Working Capital Amount. (iii) For purposes of determining liability under this Section 8, the amount of any Losses suffered, sustained or incurred Damages required to be paid by any Indemnified the Indemnifying Parties shall be reduced by (or if already paid by the Indemnifying Parties from the Escrow Fund or otherwise, promptly deposited into the Escrow Fund, or if the Escrow Fund have already been fully distributed, promptly reimbursed directly to the Indemnifying Parties) the amount of any proceeds from insurance policies in effect immediately prior to the Closing Date that are actually received by the Indemnified Persons. In addition, the Indemnified Persons shall reasonably cooperate with Stockholders’ Agent and the Indemnifying Parties and shall use commercially reasonable efforts to take steps the Indemnified Persons reasonably believe are required by any obligation the Indemnified Persons have under applicable Law to mitigate the Damages; provided, however, that the Indemnified Persons shall not be required to cooperate or use such efforts if they would require the Indemnified Parties actually recovered (after deducting all attorneys’ feesPersons to incur any costs, expenses or liabilities that would not be recoverable Damages. To the extent that any Damages are paid hereunder to the Indemnified Persons, the Indemnified Persons shall take all actions reasonably requested by Stockholders’ Agent and other costs the Indemnifying Persons to subrogate to Stockholders’ Agent and the Indemnifying Persons any rights of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent which the Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person Persons may have with respect to Losses sustained at the Damages; provided, however, that the Indemnified Persons shall not be required to take any time subsequent to actions that would be detrimental in any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant respect to the terms hereof and the applicable Escrow AgreementIndemnified Persons (including, if it would require any Indemnified Persons to incur any material costs, expenses or liabilities). (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims Any liability for indemnification under hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach or in respect other violation of more than one section representation, warranty, covenant, agreement, certificate or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreementcertification. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.

Additional Limitations. (ia) Subject to subparagraph (c) below, the Seller Parties will not be required to indemnify any Purchaser Indemnified Party for breaches of representations or warranties pursuant to Section 9.1(a) until the aggregate amount of all Losses subject to indemnification pursuant to such Section exceeds $200,000 (the “Basket”), in which event the Seller Parties shall be required to pay or be liable for all such Losses from the first dollar. Subject to paragraph (c) below, the aggregate amount of all Losses for which the Seller Parties shall be liable for breaches of representations or warranties pursuant to Section 9.1(a) shall not exceed an amount equal to $3,500,000 (the “Cap”). For the purposes of determining whether a breach of a representation or warranty has occurred and any Losses resulting from such breach, materiality, Material Adverse Effect, and other similar qualifiers shall be disregarded. (b) Subject to subparagraph (c) below, Purchaser will not be required to indemnify any Seller Indemnified Party for breaches of representations or warranties pursuant to Section 9.2(a) until the aggregate amount of all Losses subject to indemnification pursuant to such Section exceeds the Basket, in which event Purchaser shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Purchaser shall be required to pay or be liable for breaches of representations or warranties pursuant to Section 9.2(a) shall not exceed the Cap. (c) Notwithstanding anything to the contrary in this Article 8contrary, VSee the Basket and iDoc Cap described above shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) apply with respect to any Fundamental Representation or, for avoidance of doubt, fraud or intentional misrepresentation. (d) Nothing in this Section 9.4 or any other provision in this Agreement shall be construed to limit in any respect any indemnification obligation that Purchaser shall have under any separate indemnification agreement with any Seller Party that predates this Agreement, or, with respect to Seller, the indemnification provisions under the Management Agreement, each of VSee which indemnification agreements and iDoc, and then indemnification provisions shall survive the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess closing of the Baskettransaction contemplated by this Agreement and remain in full force and effect thereafter; provided, however, that the Basket Purchaser shall not apply have any obligation to breaches of indemnify any Company Parties Fundamental Representations. The aggregate Liability of VSee Seller Party under any such agreements for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party liabilities arising pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.

Additional Limitations. (ia) Notwithstanding anything The right to the contrary indemnification or any other remedy based on representations, warranties, covenants and agreements in this Article 8, VSee and iDoc Agreement or any Closing Agreement shall not be liable for claims for indemnification pursuant to ‎Section 8.2(aaffected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and ‎Section 8.2(b)delivery of this Agreement or the Closing Date, as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDocthe accuracy or inaccuracy of, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for or compliance with, any amounts in excess of the Basket; providedsuch representation, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b)warranty, respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoccovenant or agreement. (iib) The amount In respect of any Losses suffered, sustained or incurred by any Indemnified Parties shall Loss for which indemnification may be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party sought pursuant to this Article 8IX, then such Parent nothing herein shall relieve an Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant from its duty to the terms hereof mitigate its Losses upon and the applicable Escrow Agreement. (iv) Notwithstanding the fact after becoming aware of any event or condition that would reasonably be expected to give rise to any Parent Losses that may be indemnifiable hereunder. If an Indemnified Party may have the right to assert claims for indemnification under or receives a payment in respect of more than one section or subsection Losses after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of such Losses, the Indemnified Party must promptly notify the Indemnifying Party and promptly pay to the Indemnifying Party the extent of such payment (less the Indemnified Party’s reasonable costs of mitigation) within five (5) Business Days after receipt. An Indemnified Party’s right to indemnification pursuant to Section 9.2 or Section 9.3, as applicable, will be reduced by the amount paid by a third party (including an insurance company or any factthird party owing an indemnification or similar obligation to the Indemnified Party), eventor paid by such third party to another for the account or benefit of Parent, condition Seller or circumstanceBuyer, as the case may be, with respect to the settlement or resolution of a claim for which Parent, Seller or Buyer, as the case may be, was entitled to indemnification hereunder. The Indemnified Party shall use commercially reasonable efforts to pursue recovery from such third parties and under all insurance policies (or similar obligations) available to it in good faith and shall remit to the Indemnifying Party any amount of damages recovered under one section such insurance or subsection of this Agreement shall not be recovered more than once in response of other third party proceeds that are paid to the same Loss under another section or subsection of this AgreementIndemnified Parties with respect to Losses for which such Indemnified Parties have been previously compensated pursuant to Section 9.2. (vc) Neither VSee nor iDoc The amount of any and all Losses shall have be determined net of (i) any liability amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses, in each case, net of costs of collection resulting from making any claim thereunder and (ii) any Tax Benefits. (d) With respect to indemnification claims made under Section 9.2(a)(i) or Section 9.3(a)(i), for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced purposes of determining breach and calculating the amount of any Losses attributable to any such breach, inaccuracy or noncompliance, except in the iDoc Closing Consideration case of Section 3.10(b), all references to “material,” “materiality,” “material respects”, “Material Adverse Effect” and similar qualifications shall be disregarded. (e) In connection with the Retained Liability set forth in Section 2.5(a)(xiii), Buyer agrees (i) to reasonably cooperate with Parent, Seller and any of their respective Subsidiaries and to take all other reasonable actions, including to provide Parent, Seller and any of their respective Subsidiaries with reasonable access to the Owned Real Property in Crestview, FL (“Crestview Property”) at the sole expense of Parent, Seller or any of their respective Subsidiaries, as applicable, following reasonable advance notice from Parent, Seller or any of their respective Subsidiaries, as applicable, (ii) to make all reasonable omissions, including to not conduct and to not solicit or importune any Governmental Authority to require any excavation, investigation, sampling or testing of soil or groundwater at the Crestview Property unless (A) upon Buyer’s good faith reliance on advice of legal counsel that is reasonably acceptable to Seller (Xxxxx Day being deemed to be legal counsel reasonably acceptable to Seller), required by Environmental Law, including any Permit required under Environmental Law, (B) required by any Order or demand of a Governmental Authority, or (C) reasonably necessary to address a potential imminent or substantial threat to human health or the VSee Closing Considerationenvironment, in accordance and (iii) that any environmental investigation, remediation and monitoring obligations at the Crestview Property under Section 2.5(a)(xiii) shall be limited to that which is necessary to comply with the reductions contemplated commercially reasonable least stringent standards under Environmental Law consistent with commercially reasonable cost-effective methods to achieve such standards (including commercially reasonable deed restrictions), provided that such standards, methods and restrictions shall not materially interfere with or prohibit any industrial or commercial operations at the Crestview Property as currently conducted, and further provided that such standards, methods and restrictions are acceptable to applicable Governmental Authorities and are sufficient to comply with applicable Laws, Orders and Permits. Parent, Seller and any of their respective Subsidiaries shall provide Buyer with a reasonable opportunity at Buyer’s sole expense to (x) review and comment on (such review and comment not to be unreasonably withheld, conditioned or delayed) Parent’s, Seller’s and any of their respective Subsidiaries’ material work plans, reports, and similar submittals to Governmental Authorities and Parent, Seller and any of their respective Subsidiaries will consider in good faith any comments proposed by Buyer, and (y) to participate in substantive meetings between Parent, Seller and any of their respective Subsidiaries, on the definitions thereofone hand, and Governmental Authorities, on the other hand, concerning matters addressed in Section 2.5(a)(xiii).

Additional Limitations. 9.6.1 The amount of any Losses of any Person subject to indemnification under this Article 9 shall be reduced by the amount, if any, received by the Claimant from any third Person (i) including any insurance provider), less the amount of any Insurance Costs incurred in connection with collecting any such amounts (such amount being referred to herein as a “Third Party Reimbursement”), with respect to the Losses suffered thereby. If, after receipt by a Claimant of any indemnification payment hereunder, such Claimant receives a Third Party Reimbursement in respect of the same Losses for which indemnification was made and such Third Party Reimbursement was not taken into account in assessing the amount of indemnifiable Losses, then the Claimant shall accept such Third Party Reimbursement for the account of the Indemnifying Party and shall turn over all of such Third Party Reimbursement, less any Insurance Costs incurred in connection with collecting any such amounts, to the Indemnifying Party up to the amount of the indemnification paid by the Indemnifying Party pursuant to this Agreement. 9.6.2 Notwithstanding anything to the contrary contained in this Article 89, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled use their respective commercially reasonable efforts to indemnification hereunder cooperate to make available any insurance coverage or other Third Party Reimbursements for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal third party claims subject to the VSee Indemnity Escrow Amount with respect reasonable discretion of Buyer regarding whether it will separately pursue any such Third Party Reimbursement. Upon Sellers’ or the Company’s request, Buyer shall take any steps necessary to VSee, provide Sellers and the iDoc Indemnity Escrow Amount Company with respect the right of subrogation to iDocpursue any insurance coverage or other Third Party Reimbursements for third party claims. Nothing contained in this paragraph shall require any party to maintain, continue or obtain any insurance coverage. 9.6.3 EXCEPT IN THE EVENT OF A THIRD PARTY CLAIM OR CRIMINAL VIOLATIONS OF LAW, NO CLAIMS OR CAUSES OF ACTION ARISING UNDER OR RESULTING FROM THIS AGREEMENT, OTHER TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MAY BE ASSERTED BY ANY PARTY OR ANY OTHER PERSON AGAINST A PARTY FOR PUNITIVE, SPECIAL, EXEMPLARY, CONTINGENT, INCIDENTAL, SPECULATIVE, CONSEQUENTIAL DAMAGES THAT ARE NOT REASONABLY FORESEEABLE BY SUCH OTHER PARTY (iiINCLUDING LOST PROFITS OR REVENUE) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered OR FOR DIMINUTION IN VALUE (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such LossesOTHER THAN AS TO THE COST TO REPAIR OR REPLACE THE AFFECTED ASSETS DETERMINED AS OF THE CLOSING DATE ARISING FROM A BREACH BY SELLERS OF THIS AGREEMENT). (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.

Additional Limitations. (a) If and only if an Indemnified Party actually receives any payments from an insurance provider in respect of Damages suffered by it due to a Breach of this Agreement by the other party (such payments, “Insurance Reimbursements”), then such Indemnified Party shall accept such Insurance Reimbursements as full or partial satisfaction, as the case may be, with respect to the indemnification obligations of the indemnifying party to pay for Damages under this Agreement. If the indemnifying party has made a payment for Damages to the Indemnified Party, and the indemnified party subsequently receives any Insurance Reimbursements with respect to such Damages, then the Indemnified Party shall reimburse the indemnifying party in the amount of Insurance Reimbursements actually received subject to each of the following limitations: (i) the indemnifying party shall not be entitled to receive the first $200,000 of Insurance Reimbursements received by the Indemnified Party, (ii) the indemnifying party shall not be entitled to receive any Insurance Reimbursements in excess of Damages actually paid by the indemnifying party, and (iii) the indemnifying party shall not be entitled to receive Insurance Reimbursements to the extent such Insurance Reimbursements relate to Damages suffered by the Indemnified Party after the aggregate amount of Damages paid by the indemnifying party exceeds the Contributing Stockholder Indemnity Cap if the indemnifying party is the Contributing Stockholder. Notwithstanding anything in this Agreement to the contrary, the Parties agree and acknowledge that if an indemnifying party receives a set-off or actual payment with respect to Insurance Reimbursements, the amount of Damages related to such Insurance Reimbursements shall be disregarded for all purposes of calculating the Contributing Stockholder Indemnity Cap and the indemnifying party shall not be deemed to have made any payments for Damages to the Indemnified Party to the extent of such Insurance Reimbursements for purposes of calculating the Contributing Stockholder Indemnity Cap. Further, the Company and the Contributing Stockholder expressly agree and acknowledge that nothing in this Agreement obligates either party to submit any claims for Insurance Reimbursements to any insurance provider, and the failure to submit any clam to an insurance provider shall not be asserted as a defense to payment of Damages or an offset for failure to mitigate Damages. (b) Notwithstanding anything to the contrary contained in this Article 8Section 9, VSee and iDoc the Company shall not be liable for claims for indemnification deemed to have incurred Damages as a result of a Breach of any representation or warranty of the Contributing Stockholder if the Damages resulting from such Breach shall have been properly reflected as a liability on the most recent Statement of Operations included in the Contributed Business Pro Forma Financial Statements (“P&L Liability”), provided, however, that this Section 9.10(b) shall not apply if each of the following conditions is not satisfied: (i) such P&L Liability is an Assumed Liability (taking into account any express price escalation provisions contained as of the date hereof in any Contract included in the Contributed Assets), (ii) the amount of Damages which the Company would be deemed not to have incurred pursuant to ‎Section 8.2(athis Section 9.10(b) and ‎Section 8.2(b), as applicable, unless and until does not exceed the aggregate amount of Losses claimed P&L Liabilities recorded historically by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) Contributing Stockholder with respect to each of VSee and iDocthe particular item which had given rise to such Damages, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person the Company shall have received as part of the Contributed Assets the full benefits associated with respect the P&L Liability as a result of which the Company would have been deemed not to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party have incurred Damages pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow AgreementSection 9.10(b). (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.

Additional Limitations. (ia) Subject to subparagraph (c) below, the Seller will not be required to indemnify any Purchaser Indemnified Party for breaches of representations or warranties pursuant to Section 8.1(a) until the aggregate amount of all Losses subject to indemnification pursuant to such Section exceeds $200,000 (the "Basket"), in which event the Seller shall be required to pay or be liable for all such Losses from the first dollar. Subject to paragraph (c) below, the aggregate amount of all Losses for which the Seller shall be liable for breaches of representations or warranties pursuant to Section 8.1(a) shall not exceed an amount equal to $1,000,000 (the "Cap"). For the purposes of determining whether a breach of a representation or warranty has occurred and any Losses resulting from such breach, materiality, Material Adverse Effect, and other similar qualifiers shall be disregarded. (b) Subject to subparagraph (c) below, Purchaser will not be required to indemnify any Seller Indemnified Party for breaches of representations or warranties pursuant to Section 8.2(a) until the aggregate amount of all Losses subject to indemnification pursuant to such Section exceeds the Basket, in which event Purchaser shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Purchaser shall be required to pay or be liable for breaches of representations or warranties pursuant to Section 8.2(a) shall not exceed the Cap. (c) Notwithstanding anything to the contrary in this Article 8contrary, VSee the Basket and iDoc Cap described above shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) apply with respect to any Fundamental Representation or, for avoidance of doubt, fraud or intentional misrepresentation. (d) Nothing in this Section 8.4 or any other provision in this Agreement shall be construed to limit in any respect any indemnification obligation that Purchaser shall have under any separate indemnification agreement with Seller that predates this Agreement, or, with respect to Seller, the indemnification provisions under the Management Agreement, each of VSee which indemnification agreements and iDoc, and then indemnification provisions shall survive the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess closing of the Baskettransaction contemplated by this Agreement and remain in full force and effect thereafter; provided, however, that the Basket Purchaser shall not apply have any obligation to breaches of indemnify Seller under any Company Parties Fundamental Representations. The aggregate Liability of VSee such agreements for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party liabilities arising pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.

Additional Limitations. (i) Notwithstanding anything to The amount of any Damages incurred by the contrary in this Article 8Indemnified Party shall be reduced by the net amount the Indemnified Party or any of its Affiliates recovers (after deducting all attorneys' fees, VSee expenses and iDoc shall not be other costs of recovery) from any insurer or other party liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(bsuch Damages (other than Seller), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, Indemnified Party shall in no event exceed an amount equal use reasonable efforts to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoceffect any such recovery. (ii) The amount of any Losses suffered, sustained or Damages incurred by any the Indemnified Parties Party shall be reduced by the amount such of any Tax benefit to the Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs Party arising from the recognition of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such LossesDamages. (iii) If any Parent Indemnified Party receives any amounts Any liability under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Parent Indemnified Party pursuant to this Article 8liability constituting a breach of more than one warranty, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreementcovenant or agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification No recovery under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response available for Damages arising out of or relating to any inaccuracy or breach of any warranty of Seller or the same Loss under another section Company to the extent Purchaser or subsection any Affiliate of this AgreementPurchaser had Knowledge of such breach or inaccuracy prior to the Closing. (v) Neither VSee nor iDoc No Party shall have be entitled to recover Damages or obtain payment, reimbursement or restitution more than once in respect of any inaccuracy or breach of any provision of this Agreement. No liability for shall attach to any Loss for which indemnification is sought Party under this Agreement to the extent that an allowance, provision the subject thereof has otherwise been made good or reserve covering is compensated for. (vi) Seller's liability for all claims made under Section 8.2 hereof with respect to breach of the warranties of the Companies contained in Section 3.11 (Contracts) shall be subject to the following limitations: (A) Seller shall have no liability for such Loss actually reduced claims until the aggregate amount of the iDoc Closing Consideration Damages incurred (determined without regard to any materiality qualification or the VSee Closing Considerationqualification with reference to Seller Material Adverse Effect or Company Material Adverse Effect) shall exceed $1,000,000, in accordance with which case Seller shall be liable only for the reductions contemplated in portion of the definitions thereofDamages exceeding such amount and (B) Seller's aggregate liability for all such Section 3.11-based claims shall not exceed 50% of the Purchase Price.

Additional Limitations. (i) Notwithstanding anything to the contrary in this Article 8, VSee and iDoc An Indemnified Party shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts Losses pursuant to this Agreement (including the indemnities set forth in excess ARTICLE VII) to the extent such Losses (i) would not have arisen had the Indemnified Party adhered to its common law duty to mitigate any potential Losses upon and after becoming aware of any event or condition which could reasonably be expected to give rise to any Losses that are indemnifiable hereunder, (ii) are directly attributable to its fraud, gross negligence or willful misconduct of the BasketIndemnified Party, (iii) that are attributable to an Indemnified Party’s failure to notify the Indemnified Party of its Knowledge of a breach or representation, but only to the extent such failure to notify directly results in the Loss, or (iv) are of a punitive, consequential, incidental or exemplary nature, including, but not limited to, lost profits and lost business/investment opportunities (unless such Losses are sought by or payable to a third party). Furthermore, to the extent an Indemnified Party is indemnified by an Indemnifying Party or any of such Indemnifying Party’s equity holders based on the indirect liability of such equity holder, then the Indemnified Party will not be entitled to any duplicative recovery for that same Loss as an indemnification claim against another Indemnifying Party or any of such Indemnifying Party’s equity holders based on the indirect liability of such equity holders pursuant to this ARTICLE VII. With respect to any claim for indemnification, the Indemnified Party will use its good faith efforts not to incur any Losses until such time as it has provided the Indemnifying Party with written notice and a thirty (30) day period in which to cure any such claim; provided, that however, where such claim is not reasonably capable of being cured within said thirty (30) day period, the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Indemnifying Party shall promptly deposit have up to an additional thirty (30) days in which to use its good faith efforts to remedy or cure any such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreementclaim. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.

Additional Limitations. (ia) Notwithstanding anything Except as provided in Section 5.22, the right to the contrary indemnification or any other remedy based on representations, warranties, covenants and agreements in this Article 8, VSee and iDoc Agreement or any Closing Agreement shall not be liable for claims for indemnification pursuant to ‎Section 8.2(aaffected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and ‎Section 8.2(b)delivery of this Agreement or the Closing Date, as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDocthe accuracy or inaccuracy of, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for or compliance with, any amounts in excess of the Basket; providedsuch representation, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b)warranty, respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoccovenant or agreement. (iib) The amount In respect of any Loss for which indemnification may be sought pursuant to this Article IX, nothing herein shall relieve an Indemnified Party from its duty to mitigate its Losses suffered, sustained upon and after becoming aware of any event or incurred by condition that would reasonably be expected to give rise to any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) Losses that are indemnifiable hereunder. If any Parent an Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection Losses after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of such Losses, the Indemnified Party shall notify the Indemnifying Party and pay to the Indemnifying Party the extent of such payment (less the Indemnified Party's reasonable costs of mitigation) within five (5) Business Days after receipt. An Indemnified Party’s right to indemnification pursuant to Section 9.2 or Section 9.3, as applicable, will be reduced by the amount paid by a third party (including an insurance company or any factthird party owing an indemnification or similar obligation to the Indemnified Party), eventor paid by such third party to another for the account or benefit of Seller or Buyer, condition as the case may be, with respect to the settlement or circumstanceresolution of a claim for which Seller or Buyer, as the case may be, was entitled to indemnification hereunder. The Indemnified Party shall use its commercially reasonable efforts to pursue recovery from such third parties and under all insurance policies (or similar obligations) available to it in good faith and shall remit to the Indemnifying Party any amount of damages recovered under one section such insurance or subsection of this Agreement shall not be recovered more than once in response of other third party proceeds that are paid to the same Loss under another section or subsection of this AgreementIndemnified Parties with respect to Losses for which such Indemnified Parties have been previously compensated pursuant to Section 9.5. (vc) Neither VSee nor iDoc The amount of any and all Losses shall have be determined net of (i) any liability amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses, in each case, net of costs of collection resulting from making any claim thereunder and (ii) any Tax Benefits. (d) With respect to indemnification claims made under this Article IX, for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced purposes of calculating the amount of the iDoc Closing Consideration any Losses attributable to any such breach, inaccuracy or the VSee Closing Considerationnoncompliance, in accordance with the reductions contemplated in the definitions thereofall references to "material," "materiality," "material respects", "Company Material Adverse Effect" and similar qualifications shall be disregarded.

Additional Limitations. (i) Notwithstanding anything to the contrary in this Article 8, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or incurred by any of the Buyer Indemnified Parties or the Seller Indemnified Parties (collectively, the “Indemnified Parties”) shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parentthe Indemnified Party) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iiiii) If any Parent Indemnified Party receives Parties receive any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party Parties pursuant to this Article 8IX, then such Parent Indemnified Party Parties shall promptly deposit reimburse the applicable parties providing indemnification (collectively, the “Indemnifying Parties”) (to an account designated by such Indemnifying Parties) for any payment made up to such amount in the Indemnity Escrow Account until disbursed pursuant received under insurance coverage with respect to such Losses (subject to the terms hereof and the applicable Escrow Agreementlimitations set forth in subsection (i) above). (iviii) Notwithstanding No claim for indemnification may be asserted under Section 9.2(a)(i) or Section 9.2(b)(i), as applicable, following the fact expiration of the applicable survival period, as provided in Section 9.1, of the representation or warranty that is the basis for such claim; provided, however, that if, at any Parent time prior to the expiration of the applicable survival period, an Indemnified Party may have delivers to the right to assert claims for indemnification under Seller Representative or in respect Buyer, as applicable, a written notice of more than one section an alleged inaccuracy or subsection of this Agreement in respect breach of any factrepresentation or warranty, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement then the claim asserted in such notice shall not be recovered more than once in response of survive the same Loss under another section or subsection of this Agreementapplicable expiration date until such time as such claim is fully and finally resolved. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.

Additional Limitations. For purposes of determining liability under this Section 7, the amount of Damages required to be paid by the Indemnifying Parties shall be reduced by (ior if already paid by the Indemnifying Parties from the Escrow Fund or otherwise, promptly deposited into the Escrow Fund; or if the Escrow Fund has already been fully distributed, promptly reimbursed directly to the Indemnifying Parties) the amount of any proceeds from insurance policies in effect immediately prior to the Closing Date that are actually received by the Indemnified Persons. In addition, the Indemnified Persons shall reasonably cooperate with Stockholders’ Agent and the Indemnifying Parties, and shall use commercially reasonable efforts to take steps to mitigate the Damages; provided, however, that the Indemnified Persons shall not be required to take any actions that would be detrimental in any respect to the Indemnified Persons (including, if they would require the Indemnified Persons to incur any costs, expenses or liabilities that would not be recoverable Damages). The amount of any Damages recoverable hereunder shall be reduced by the amount of any net Tax benefit actually realized by Acquiror or any of its Affiliates as a result of such Damages in the taxable year in which the event giving rise to the claim for indemnification hereunder occurred. An Indemnified Person shall be deemed to have “actually realized” a net Tax benefit to the extent that, and at such time as, the amount of Taxes paid by it and its Affiliates is reduced below the amount of Taxes that such Persons would have been required to pay but for the Tax benefit. In computing the amount of any such net Tax benefit, an Indemnified Person and its Affiliates shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence or payment of any Damages for which indemnification is provided under this Section 7. To the extent that Damages are paid hereunder to the Indemnified Persons, the Indemnified Persons shall take such actions reasonably requested by Stockholders’ Agent and the Indemnifying Parties to subrogate to Stockholders’ Agent and the Indemnifying Parties’ applicable rights of recovery which the Indemnified Persons may have with respect to the Damages; provided, however, that the Indemnified Persons shall not be required to take any actions that would be detrimental in any respect to the Indemnified Persons (including, if it would require any Indemnified Persons to incur any costs, expenses or liabilities that would not be recoverable Damages). Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach or other violation of more than one representation, warranty, covenant, agreement, certificate or certification. Notwithstanding anything to the contrary in this Article 8Agreement, VSee and iDoc the Indemnifying Parties shall not be liable for claims for indemnification pursuant have no obligation to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount indemnify any Indemnified Person in connection with a breach of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”Section 3.11(k) with respect to each of VSee and iDocViruses about which Target had no Knowledge prior to the Closing, and then other than in connection with a Third Party Claim. Furthermore, notwithstanding anything to the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts contrary in excess of the Basket; providedthis Agreement, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or incurred by will any Indemnified Parties shall Person be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including indemnified for any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party Damages pursuant to this Article 8Section 7 related to or arising from the amount, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under value or in respect of more than one section or subsection of this Agreement in respect condition of any factTax asset or attribute (e.g., event, condition net operating loss carry-forward or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response tax credit carry-forward) of the same Loss under another section or subsection of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount Target existing as of the iDoc Closing Consideration Date or the VSee ability of Acquiror, Target or any of their affiliates to utilize any such Tax asset or attribute during any post-Closing Consideration, in accordance with the reductions contemplated in the definitions thereofTax period.

Additional Limitations. (i) Notwithstanding anything No Person will be entitled to be indemnified for an amount pertaining to any Adverse Consequence to the contrary extent that such amount pertaining to such Adverse Consequence was included in the calculation of Final Closing Date Net Working Capital or included as Closing Date Debt for purposes of the calculation of the Final Closing Cash Payment. Buyer Indemnified Parties will not be entitled to indemnification under this Article 88 for the amount of any Adverse Consequences to the extent that they were caused or aggravated by acts or omissions of any Buyer Indemnified Party following the Closing Date that are grossly negligent or willfully intended to cause Liability hereunder, VSee and iDoc shall not or in violation of this Agreement or applicable Law. The amount of any Adverse Consequences that any Indemnified Party will be liable for claims for indemnification pursuant entitled to ‎Section 8.2(arecover hereunder will be determined without duplication of recovery by reason of the state of facts giving rise to such Adverse Consequences constituting a breach of more than one representation, warranty or covenant. (ii) and ‎Section 8.2(b)No Party will be obligated to indemnify a Person with respect to any claim that relates to Adverse Consequences resulting from the passing of or change in any Law or any accounting policy, principle or practice (or the interpretation thereof by any Person) after the Closing Date or any increase in Tax rates in effect on the Closing Date, even if the change or increase has retroactive effect or requires action at a future date. (iii) No Party will be required to indemnify any Buyer Indemnified Party or Seller Indemnified Party (as applicable) with respect to a breach of a representation or warranty if the facts, unless and until circumstances or events constituting the aggregate amount of Losses claimed breach were known by the Parent any Buyer Indemnified Parties against VSee Party or iDoc (Seller Indemnified Party, as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal prior to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDocexecution of this Agreement. (iiiv) Each of the Parties will use its commercially reasonable efforts to mitigate any Adverse Consequences for which it seeks to be indemnified pursuant to this Article 8 upon becoming aware of any fact, event or circumstance that has resulted in, or would reasonably be expected to give rise to, any Adverse Consequence; provided that any reasonable fees, costs and expenses incurred as a result of such efforts to mitigate will be deemed to be Adverse Consequences for purposes of this Article 8. (v) The amount of any Losses suffered, sustained or incurred Adverse Consequences that any Indemnified Party will be entitled to recover will be offset by any Indemnified Parties shall be reduced insurance proceeds or any indemnity, contribution or other payment actually recovered by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) Party from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any third Person with respect to Losses sustained at such Adverse Consequences, in each case net of all costs of recovery. In the event that any time subsequent insurance proceeds or other indemnity, contribution or other payment is recovered by any Indemnified Party with respect to any payment to Adverse Consequences for which such Parent Indemnified Party has previously been indemnified pursuant to this Article 8, then such Parent the Indemnified Party shall will promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant refund to the terms hereof Indemnifying Party an amount equal to: the excess, if any, of (x) the sum of (A) the amount the Indemnified Party has actually received from the Indemnifying Party in respect of such Adverse Consequence and (B) the applicable Escrow Agreementamount of insurance proceeds received by the Indemnified Parties net of all costs of recovery in respect of such Adverse Consequence, over (y) the amount of such Adverse Consequences; provided that no refund shall exceed the amount the Indemnified Party has actually received from the Indemnifying Party in respect of such Adverse Consequence. (ivvi) Notwithstanding the fact that any Parent Any attorney, consultant or other professional fees, costs or expenses incurred by an Indemnified Party may have in connection with this Article 8 (including those incurred in connection with actions to mitigate the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect amount of any fact, event, condition Adverse Consequences or circumstance, to recover any amount of damages recovered under one section insurance proceeds or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (vthird Person payments) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought will only constitute Adverse Consequences indemnifiable hereunder to the extent that an allowancesuch fees, provision costs or reserve covering expenses are: (A) reasonable under the circumstances; (B) based solely on time actually spent by such Loss actually reduced the professionals; and (C) charged at no more than such professional’s standard hourly rate. (vii) The amount of any Adverse Consequences that any Indemnified Party will be entitled to recover will be (i) reduced by an amount equal to any Tax benefit actually realized as a result of such Adverse Consequences by the iDoc Closing Consideration or Indemnified Party, and (ii) increased by an amount equal to any Tax imposed on the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereofreceipt of such indemnity payment.

Additional Limitations. (i) Notwithstanding anything to the contrary in this Article 8Agreement: (i) in the case of Excluded Matters, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses for which any TEI Med Securityholder is obligated to provide indemnification under this ARTICLE 11 in connection with any Excluded Matter (when aggregated with all other Losses for which such TEI Med Securityholder is obligated to provide indemnification hereunder), excluding amounts taken from the Escrow Fund, shall not exceed the portion of the Purchase Price actually received by such TEI Med Securityholder; (ii) no TEI Med Securityholder shall have any liability for any fraud on the part of any other TEI Med Securityholder (except to the extent Parent is otherwise entitled under this ARTICLE 11 to recover Losses resulting therefrom from the then available Escrow Fund); (iii) In no event shall any Indemnifying Person be responsible or liable for any Losses or other amounts under this ARTICLE 11 that are (A) punitive, except to the extent arising out of Third-Party Claims or (B) claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) in an Indemnity Claim Notice with respect to each a breach of VSee and iDoc, and then representation or warranty delivered hereunder after the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess expiration of the Basket; provided, that the Basket applicable survival period of such representation or warranty set forth in Section 11.1. Each party shall not apply (and shall cause its Affiliates to) use commercially reasonable efforts to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee mitigate Losses for which indemnification is provided to it under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDocthis ARTICLE 11. (iiiv) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties for which indemnification is provided under this ARTICLE 11 shall be reduced by any insurance proceeds actually received by the Indemnified Party under insurance policies (less any expenses incurred in collecting such proceeds and any increase in premiums resulting from the claim made therefor). If an Indemnified Person (or an Affiliate) receives any insurance payment covering any Loss for which it has already received an indemnification payment from the Indemnifying Person, it shall reimburse the Indemnifying Person promptly for the amount of such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable payment that covers such Loss for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for which it has already received an indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreementpayment. (v) Neither VSee nor iDoc Parent shall have not be entitled to make any liability claim for indemnification with respect to the amount of any Loss that has been expressly taken into account in the final Closing Working Capital, and the amount of any Loss for which indemnification is sought to the extent that an allowanceprovided under this ARTICLE 11 shall be calculated net of any such amount expressly taken into account in determining any accruals, provision reserves or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated provisions reflected in the definitions thereoffinal Closing Working Capital.

Additional Limitations. (i) Notwithstanding anything to the contrary in this Article 8Agreement: (i) in the case of Excluded Matters, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses for which any TEI Bio Securityholder is obligated to provide indemnification under this ARTICLE 11 in connection with any Excluded Matter (when aggregated with all other Losses for which such TEI Bio Securityholder is obligated to provide indemnification hereunder), excluding amounts taken from the Escrow Funds, shall not exceed the portion of the Purchase Price actually received by such TEI Bio Securityholder; (ii) no TEI Bio Securityholder shall have any liability for any fraud on the part of any other TEI Bio Securityholder (except to the extent Parent is otherwise entitled under this ARTICLE 11 to recover Losses resulting therefrom from the then available Escrow Funds); (iii) In no event shall any Indemnifying Person be responsible or liable for any Losses or other amounts under this ARTICLE 11 that are (A) punitive, except to the extent arising out of Third-Party Claims or (B) claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) in an Indemnity Claim Notice with respect to each a breach of VSee and iDoc, and then representation or warranty delivered hereunder after the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess expiration of the Basket; provided, that the Basket applicable survival period of such representation or warranty set forth in Section 11.1. Each party shall not apply (and shall cause its Affiliates to) use commercially reasonable efforts to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee mitigate Losses for which indemnification is provided to it under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDocthis ARTICLE 11. (iiiv) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties for which indemnification is provided under this ARTICLE 11 shall be reduced by any insurance proceeds actually received by the Indemnified Party under insurance policies (less any expenses incurred in collecting such proceeds and any increase in premiums resulting from the claim made therefor). If an Indemnified Person (or an Affiliate) receives any insurance payment covering any Loss for which it has already received an indemnification payment from the Indemnifying Person, it shall reimburse the Indemnifying Person promptly for the amount of such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable payment that covers such Loss for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for which it has already received an indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreementpayment. (v) Neither VSee nor iDoc Parent shall have not be entitled to make any liability claim for indemnification with respect to the amount of any Loss that has been expressly taken into account in the final Closing Working Capital, and the amount of any Loss for which indemnification is sought to the extent that an allowanceprovided under this ARTICLE 11 shall be calculated net of any such amount expressly taken into account in determining any accruals, provision reserves or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated provisions reflected in the definitions thereoffinal Closing Working Capital.

Additional Limitations. (i) Notwithstanding anything to the contrary in this Article 8, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or Damages incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties are entitled to and actually recovered recover (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parentrecovery) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such LossesDamages. (ii) The Indemnified Parties shall use commercially reasonable efforts to collect any amounts available under the Tail Policy, and hereby acknowledges their common law duties to mitigate Damages. (iii) If any Parent Indemnified Party receives Parties receive any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses Damages sustained at any time subsequent to any payment to such Parent Indemnified Party Parties pursuant to this Article 8VII, then such Parent Indemnified Party Parties shall promptly deposit reimburse the applicable Indemnifying Parties (to an account designated by such Indemnifying Parties) for any payment made, or expense incurred in connection with such payment, up to such amount received by such Indemnified Parties net of any increases in insurance premiums and any fees, costs or expenses associated with the Indemnity Escrow Account until disbursed recovery of such amount. Notwithstanding anything herein to the contrary, the amount of any Damages shall also be reduced to the extent that any Indemnified Parties are effectively held harmless or otherwise compensated for such Damages other than pursuant to the terms hereof and the applicable Escrow Agreementthis Article VII. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims No claim for indemnification under or may be asserted following the expiration, as provided in respect of more than one section or subsection of this Agreement in respect of any factSection 7.1, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section representation, warranty, covenant or subsection agreement that is the basis for the claim, and the parties expressly acknowledge that the intent of this Agreementthe foregoing is to modify the applicable statute of limitations that would otherwise apply to a claim based on any such matters. (v) Neither VSee nor iDoc shall have any liability No claim for any Loss for which indemnification is sought may be asserted on the basis of Section 7.2(g) following the expiration of the applicable statute of limitations that would otherwise apply to the extent that an allowancesubject matter underlying such claim, provision plus sixty (60) days. No claim for indemnification may be asserted on the basis of Section 7.2(e), Section 7.2(f), Section 7.2(g), Section 7.2(h) or reserve covering such Loss actually reduced Section 7.2(l) following the amount expiration of the iDoc applicable statute of limitations that would otherwise apply to the subject matter underlying such claim. No claim for indemnification may be asserted on the basis of Section 7.2(i) and Section 7.2(j) following 11:59 P.M. Pacific time on the date that is three (3) years after the Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereofDate.

Additional Limitations. (i) Notwithstanding anything The obligations of the parties under this Section 10 shall be subject to the contrary in this Article 8, VSee and iDoc following limitations: (a) Seller shall not have any liability for indemnification with respect to the matters set forth in clause (a) or (b) of Section 10.2 (except to the extent such liability constitutes Class 1 Seller Damages) until the total amount of damages exceed $100,000 (the "Threshold Amount"), and then Seller shall be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount all Damages of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts Buyer in excess of the Basket; provided, that Threshold Amount (subject to the Basket shall other limitations set forth herein). The limitations set forth in this Section 10.8(a) will not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee Class 1 Damages. (b) Buyer will not have any liability for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount matters set forth in clause (a) or (b) of Section 10.4 (except to the extent such liability constitutes Class 1 Buyer Damages) until the total amount of Damages with respect to iDocsuch matters exceeds the Threshold Amount, and then Buyer shall be liable for all Damages of the Sellers in excess of the Threshold Amount (subject to the other limitations set forth herein). The limitations of this Section 10.8(b) will not apply to any Class 1 Buyer Damages. (iic) The amount of any Losses suffered, sustained or incurred Damages required to be paid by any Indemnified Parties party to indemnify any other party or parties pursuant to this Section 10 shall be reduced to the extent of any amounts actually received by the amount such Indemnified Parties actually recovered (indemnified party or parties after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed Closing Date pursuant to the terms hereof and the applicable Escrow Agreementof any insurance policies with respect to such Damages. (ivd) Notwithstanding the fact The maximum liability of Seller for Class 2 Seller Damages shall be limited to $500,000; provided that after Seller has paid Damages in excess of $100,000 in cash, Seller may elect, in lieu of paying any Parent Indemnified Party may have the right additional Class 2 Seller Damages, to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response return to Buyer all of the same Loss Maxus Shares received by Seller under another section or subsection of this Agreement, upon which Seller's liability for any additional Class 2 Seller Damages shall terminate. Nothing contained herein shall limit the ability of Buyer to recover Class 1 Seller Damages (in cash) from Seller. (ve) Neither VSee nor iDoc shall have any Buyer's liability for any Loss for which indemnification is sought Class 2 Buyer Damages to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated Sellers shall not exceed $200,000 in the definitions thereofaggregate. Nothing contained herein shall limit the ability of Seller to recover Class 1 Buyer Damages (in cash) from Buyer.

Additional Limitations. (ia) Notwithstanding anything in this Agreement to the contrary contrary, nothing in this Article 8Section 11.07 shall apply in respect of the provisions set out in Section 11.01(a)(iv), VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(aSection 11.01(a)(v) and ‎Section 8.2(bSection 11.02(a)(vi). (b) Notwithstanding anything in this Agreement to the contrary, as applicable, unless and until the aggregate amount of Losses claimed by the Parent no Acquiror Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall Party will be entitled to indemnification hereunder pursuant to this Article XI or otherwise for any amounts in excess Losses that such Acquiror Indemnified Party may suffer or incur, or become subject to, as a result of related to: (i) the conduct or operation of the Basketblu Brand Business prior to or at the Closing; provided(ii) any Transferred Assets or Assumed Liabilities, that to the Basket shall not apply extent related to breaches the blu Brand Business; or (iii) the failure of any Company Parties representations or warranties made by RAI in this Agreement or in any Ancillary Agreement, other than Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) , to be true and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal correct to the VSee Indemnity Escrow Amount extent relating to the blu Brand Business or the Transferred Assets or Assumed Liabilities, to the extent related to the blu Brand Business. (c) No Indemnified Party will be entitled to indemnification pursuant to this Article XI or otherwise for any punitive or exemplary damages (other than punitive or exemplary damages paid by the Indemnified Party to a third party in connection with a Third Party Claim). (d) An Indemnified Party will use commercially reasonable efforts to pursue available coverage under insurance policies maintained by such Indemnified Party for any Losses otherwise subject to indemnity hereunder. If an Indemnified Party actually receives any insurance proceeds or other recoveries from third parties (other than any Indemnified Party) pursuant to indemnification or otherwise prior to being indemnified with respect to VSeeLosses under this Article XI, and the iDoc Indemnity Escrow Amount payment under this Article XI with respect to iDoc. (ii) The amount of any such Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount of such Indemnified Parties insurance proceeds or other recoveries actually recovered (after deducting all attorneys’ feesreceived, in each case, net of any costs and expenses and other costs of recovery (including any deductible amount) reasonable fees and any resultant expenses of attorneys), deductibles, retentions, or increase in insurance premiums incurred in connection with or as a result of Parent) from any insurer (excluding self-insurance or captive insurance) collecting such proceeds or other Person then liable for recoveries (such Losses. (iii) net amount, a “Net Recovery”). If any Parent an Indemnified Party actually receives any amounts under insurance coverage proceeds or other recoveries from third parties (excluding self-insurance other than any Indemnifying Party) pursuant to indemnification or captive insurance) or from any Person otherwise after being indemnified with respect to all or a portion of any Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to under this Article 8XI, then such Parent the Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant pay to the terms hereof and Indemnifying Party who made such payment the applicable Escrow Agreement. lesser of (ivi) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or Net Recovery with respect to such Losses and (ii) the VSee Closing Consideration, in accordance amount paid by such Indemnifying Party to the Indemnified Party with the reductions contemplated in the definitions thereofrespect to such Losses.

Additional Limitations. (i) Notwithstanding anything to the contrary in this Article 8, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties Party shall be reduced by the amount such Indemnified Parties Party actually recovered recovers (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parentthe Indemnified Party but only to the extent that such increases in such insurance premiums are determined to be directly attributable to any such Losses suffered in connection with this Agreement or the transactions contemplated hereby) from any insurer (including pursuant to the R&W Insurance Policy, but excluding self-insurance or captive insuranceinsurance it being understood that recoveries under the R&W Insurance Policy or other insurance will not function to permit double recovery for the same claim or incident) or other Person then liable for such Losses. (iiiii) If any Parent Indemnified Party receives any amounts under insurance coverage (including pursuant to the R&W Insurance Policy, but excluding self-insurance or captive insurance, it being understood that recoveries under the R&W Insurance Policy or other insurance will not function to permit double recovery for the same claim or incident) or from any Person with respect to Losses sustained at any time subsequent to any payment for those Losses to such Parent Indemnified Party pursuant to this Article 87, then such Parent Indemnified Party shall promptly deposit reimburse the applicable Indemnifying Party (to an account designated by such Indemnifying Party) for any payment made up to such amount received under insurance coverage with respect to such Losses (subject to the limitations set forth in subsection (i) above). (iii) Each Person entitled to indemnification under this Article 7 acknowledges that it has a duty to take commercially reasonable steps required by applicable Law to mitigate all Losses after becoming aware of any event which gives rise to any Losses that are indemnifiable or recoverable hereunder or in connection herewith. Buyer further agrees to use commercially reasonable efforts to recover all Losses eligible for recovery under the Indemnity Escrow Account until disbursed R&W Insurance Policy from the R&W Insurer pursuant to such policy (though no action related thereto shall be required as a condition precedent to the terms hereof and the applicable Escrow Agreementsubmission of a Claim pursuant to this Article 7). (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims Any Losses for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach or in respect inaccuracy of more than one section representation, warranty, covenant, or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection agreement of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.

Additional Limitations. (ia) Notwithstanding anything to the contrary in this Article 8Except for Losses resulting from a Third Party Claim, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall no Person will be entitled to indemnification hereunder under this Article X for any amounts punitive, exemplary or special damages or damages that are not reasonably foreseeable (except such items as a Party may be required to pay to a third party as a result of a third party claim). Notwithstanding anything in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal this Agreement to the VSee Indemnity Escrow Amount with respect contrary, no Person will be entitled to VSee, and be compensated more than once for the iDoc Indemnity Escrow Amount with respect to iDocsame Loss. (iib) The amount of No Person will be entitled to recover any Losses sufferedindemnification payment or other amounts due from any other Party hereunder by retaining and setting off the amounts (whether or not such amounts are liquidated or reduced to judgment) against any amounts due or to become due from such Party hereunder or under any document delivered pursuant hereto or in connection herewith, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Ancillary Agreement. (ivc) Notwithstanding the fact that any Parent No Buyer Indemnified Party may have the right Person will be entitled to assert claims for indemnification under this Article X for Taxes or in respect of more than one section Losses related to Taxes for any taxable period or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of portion thereof beginning after the same Loss under another section or subsection of this AgreementClosing Date. (vd) Neither VSee nor iDoc shall have For purposes of determining whether there has been any liability misrepresentation or breach of a representation or warranty, and for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions in any representation or warranty (other than those in Section 5.04(a), the iDoc Closing Consideration first sentence of Section 5.05, Section 5.10(a), the last sentence of Section 5.16(a) and the last sentence of Section 5.16(b)) relating to or referring to the VSee Closing Considerationterms “material”, “materiality”, “in accordance with all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded (other than each reference to “Material Contracts”, “Material Customers” or “Material Suppliers” in Article V), it being the reductions contemplated understanding of the Parties that for purposes of determining liability under this Article X, the representations and warranties of the Parties contained in this Agreement (subject to the definitions thereofexceptions noted above) shall be read as if such terms and phrases were not included in them.

Additional Limitations. Notwithstanding any provision of this Agreement to the contrary: (i) Notwithstanding anything to the contrary in this Article 8, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought provided under this ARTICLE VIII shall be net of any amounts covered under insurance policies in effect and applicable to such Loss (including the R&W Insurance Policy) (such recoveries, however, calculated net of any collection costs and reserves, expenses, deductibles or premium adjustments or retrospectively rated premiums (as determined in good faith by an Indemnitee) incurred or paid to procure such recoveries); provided that, other than pursuant to the extent R&W Insurance Policy, no Indemnitee will have any obligation to seek to obtain or continue to pursue any such recoveries under insurance policies; (ii) each party agrees that an allowanceit will not seek, provision and is not entitled to, indemnification for special, punitive or reserve covering such Loss actually reduced exemplary damages as to any matter under, relating to or arising out of this Agreement, under any form of action whatsoever, whether in contract or otherwise, even if the amount other party has been advised of the iDoc possibility of such damages, except, in each case, for recovery of those payable by an Indemnitee in respect of a Third Party Claim; (iii) (A) the rights and remedies of the Indemnitees after the Closing Consideration shall not be limited by (x) any investigation by or on behalf of, or disclosure to (other than in the VSee Seller Disclosure Schedule, subject to any limitations expressly set forth therein), any Indemnitee at or prior to the Closing Considerationregarding any failure, breach or other event or circumstance or (y) any waiver of any condition to the Closing related thereto and (B) if an Indemnitee’s Claim under this ARTICLE VIII may be properly characterized in multiple ways in accordance with this ARTICLE VIII such that such Claim may or may not be subject to different limitations depending on such characterization, then such Indemnitee shall have the reductions contemplated right to characterize such claim in a manner that maximizes the definitions thereofrecovery and time to assert such Claim permitted in accordance with this ARTICLE VIII; (iv) notwithstanding Section 8.6(d)(iii) or anything to the contrary set forth herein, no party shall be entitled to any payment, adjustment or indemnification more than once with respect to the same matter; and (v) Buyer and Seller shall reasonably cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder.

Additional Limitations. (i) Notwithstanding anything The rights of the Seller Indemnified Parties and Concierge Indemnified Parties to be indemnified under this Article XI shall be subject to the contrary in this Article 8, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(afollowing limitations: (a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties No party shall be entitled to indemnification hereunder recover Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) relating to or arising out of any act or omission of the indemnified party after the date of Closing. (b) No party shall be entitled to recover under this Article XI for any amounts Damages to the extent such Damages arise out of any changes, after the Closing Date, in excess of applicable Legal Requirements or GAAP, or the Basket; provided, interpretations thereof. (c) The Concierge Indemnified Parties shall not be entitled to recover under this Article XI for Damages to the extent that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee basis for indemnification under Section 8.2(asuch Damages is adequately provided or accounted for or reflected in the Wxxxxxxxxx Balance Sheet. (d) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in In no event exceed an amount equal may a party recover any Damages under one section of this Agreement to the VSee Indemnity Escrow Amount extent Damages with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may same matter have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages been previously recovered under one any other section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (ve) Neither VSee nor iDoc In addition to, and not in limitation of any other provision herein, each party will use its commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement, and no party shall have any liability be entitled to indemnification for any Loss for which indemnification is sought Damages to the extent it can be demonstrated that an allowance, provision or reserve covering such Loss actually reduced Damages would not have occurred but for the amount failure of the iDoc Closing Consideration or party seeking indemnification to mitigate as herein provided. (f) If any indemnified party is indemnified for any Damages pursuant to this Agreement with respect to any Third Party Claim, then the VSee Closing Considerationindemnifying party will be subrogated to all rights and remedies of such indemnified party against such third party and any other party with respect to the matter forming the basis for the Third Party Claim, and the indemnified party will cooperate with and assist the indemnifying party in accordance asserting all such rights and remedies against such parties (with the reductions contemplated in benefits of any recovery to be distributed to the definitions thereofindemnifying party).

Additional Limitations. (i) Notwithstanding anything to the contrary in this Article 8, VSee and iDoc shall not be liable for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) The amount of any Losses suffered, sustained or Damages incurred by any the Indemnified Parties Party shall be reduced by the net amount such the Indemnified Parties Party or any of its Affiliates actually recovered recovers (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parentrecovery) from any insurer (excluding self-insurance or captive insurance) or other Person then party liable for such LossesDamages (other than the Indemnifying Party). The Indemnified Party shall use commercially reasonable efforts to effect any such recovery. (ii) The amount of any Damages incurred by the Indemnified Party shall be reduced by the net amount of any Tax benefit actually realized by the Indemnified Party arising from the recognition of Damages (after taking into account any Tax Liability incurred by the Indemnified Party in connection with the receipt of any indemnification payment therefore). For greater certainty, the Indemnifying Party shall be obliged to pay the full amount of the Damages, without taking into account the adjustments made pursuant to this paragraph 8.5(d)(ii), until any net Tax refund is actually received or effective tax savings is assessed; thereafter, the Indemnified Party shall refund the Indemnifying Party an amount equal to the amount by which the amount actually paid to the Indemnified Party exceeds the amount that would have been payable taking into account the adjustments made pursuant to this paragraph 8.5(d)(ii). (iii) If any Parent Indemnified Party receives any amounts Any liability for indemnification under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Parent Indemnified Party pursuant to this Article 8liability constituting a breach of more than one representation, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreementwarranty, covenant or agreement hereunder. (iv) Notwithstanding anything to the fact that contrary herein, the amount of any Parent Damages incurred by any Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any factbreach of Sections 2.2, event3.2(b), condition 3.5, 5.1(d), 5.6(b), 5.10, or circumstance11.18 shall be determined and payable without regard to the Liability Threshold, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response the Minimum Threshold Amount and the Cap. In addition, none of the same Loss under another section or subsection of thresholds and limitations set forth in this AgreementSection 8.5 (including the Liability Threshold, the Minimum Threshold Amount and the Cap) shall apply to any adjustments to the Purchase Price provided for in Sections 1.6, 1.7 and 1.8. (v) Neither VSee nor iDoc Notwithstanding anything to the contrary in this Agreement, the Purchaser Indemnified Parties shall have not be entitled to any liability indemnification pursuant to Section 8.1 for Damages arising out of or relating to any Loss for inaccuracy or breach of any representation or warranty of Sellers contained in Article III which indemnification is sought was disclosed to the Purchaser on or prior to Closing to the extent that an allowanceany event, provision fact or reserve covering circumstance causing such Loss actually reduced the amount of the iDoc Closing Consideration inaccuracy or the VSee Closing Considerationbreach, in accordance with the reductions contemplated individually or in the definitions thereofaggregate, constituted a Transelec Material Adverse Effect as disclosed and identified as such by Sellers in writing to Purchaser on or prior to Closing, and Sellers shall not, under such circumstances, have any liability to any Purchaser Indemnified Parties with respect to such Damages and Transelec Material Adverse Effect in the event that the Closing occurs.

Additional Limitations. (ia) Subject to subparagraph (c) below, the Seller Parties will not be required to indemnify any Purchaser Indemnified Party pursuant to Section 7.1(a), until the aggregate amount of all Losses subject to indemnification pursuant to such Section exceeds an amount equal to $85,000 (the “Basket”), in which event the Seller Parties shall be required to pay or be liable for all such Losses from the first dollar of such Losses. Subject to paragraph (c) below, the aggregate amount of all Losses for which the Seller Parties shall be liable pursuant to Section 7.1(a) in the aggregate shall not exceed an amount equal to $1,700,000 (the “Cap”). For the purposes of determining whether a breach or a representation or warranty has occurred and the amount of any Losses resulting from such breach, materiality, Material Adverse Effect, and other similar qualifiers shall be disregarded. (b) Subject to subparagraph (c) below, Purchaser will not be required to indemnify any Seller Indemnified Party for breaches of representations or warranties pursuant to Section 7.2(a) until the aggregate amount of all Losses subject to indemnification pursuant to such Section exceeds the Basket, in which event the Purchaser shall be required to pay or be liable for all such Losses in excess of the Basket. The aggregate amount of all Losses for which the Purchaser shall be required to pay or be liable for breaches of representations or warranties pursuant to Section 7.2(a) shall not exceed the Cap. (c) Notwithstanding anything to the contrary in this Article 8contrary, VSee the Basket and iDoc Cap described above shall not be liable apply with respect to any Fundamental Representation or, for claims for indemnification pursuant to ‎Section 8.2(a) and ‎Section 8.2(b)avoidance of doubt, as applicable, unless and until the fraud or a breach of any covenant or agreement made herein. The aggregate amount of all Losses claimed by for which the Parent Indemnified Seller Parties against VSee or iDoc (as the case may beshall be liable pursuant to Section 7.1(a) equals or exceeds $75,000 (the “Basket”) solely with respect to each any breach or inaccuracy of VSee and iDoc, and then the Parent Indemnified Parties any Fundamental Representation shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDocBase Price. (ii) The amount of any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) If any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced the amount of the iDoc Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereof.

Additional Limitations. (i) Notwithstanding anything in this Agreement to the contrary contrary, in this Article 8, VSee and iDoc shall not be liable no event shall: (A) CODI’s aggregate liability for claims for indemnification of Losses exceed the sum of (i) the portion of the Aggregate Purchase Price received by CODI, and (ii) the aggregate amount of the Closing Date Indebtedness (other than the Remaining Indebtedness); (B) any Institutional Equityholders’ aggregate liability for claims for indemnification of Losses exceed the portion of the Aggregate Purchase Price received by such Institutional Equityholder; and (C) any Management Equityholder’s aggregate liability for claims for indemnification of Losses (including, without limitation, pursuant to ‎Section 8.2(aSection 8.2(c)) and ‎Section 8.2(b)exceed the portion of the Aggregate Purchase Price received by such Management Equityholder, other than claims for indemnification of Losses arising or resulting from (x) such Management Equityholder’s Pro Rata Share of any Losses resulting from any breach of any representation or warranty of Seller or any breach of any representation or warranty of such Management Equityholder, as applicable, unless contained in Sections 3.1 (Corporate Existence and until Power), 3.2 (Authority to Execute and Perform Under Agreement), 3.5 (Capitalization), 3.6 (Subsidiaries and Other Equity Investments), 3.14 (Brokers’ and Finders’ Fees), 3.31 (Distributions), 4.1 (Ownership), 4.2 (Authority), 4.5 (Brokers’ and Finders’ Fees), 4.6 (Capitalization of Seller), 5.1 (Authority) and 5.4 (Brokers’ and Finders’ Fees), or (y) any breach of any covenant or agreement of such Management Equityholder contained in this Agreement, in the case of both (x) and (y) for which such Management Equityholder’s aggregate liability for claims for indemnification of Losses (together with all other claims under this Agreement) shall not exceed the sum of (i) the portion of the Aggregate Purchase Price received by such Management Equityholder, and (ii) such Management Equityholder’s Pro Rata Share of the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc Closing Date Indebtedness (as other than the case may be) equals or exceeds $75,000 (Remaining Indebtedness). Notwithstanding the “Basket”) with respect to each of VSee and iDocforegoing, and then the Parent Indemnified Parties no limitations on liability shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDocconduct by any Person that constitutes fraud. (ii) The For purposes of determining the amount of any Losses sufferedLosses, sustained or incurred by any Indemnified Parties such amount shall be reduced by the amount such of any insurance benefits and proceeds (collectively, “Insurance Benefits”) received by the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, in respect of the Losses (net of any deductible amounts and any expenses incurred in obtaining recovery), and Buyer agrees to use commercially reasonable efforts to collect such Insurance Benefits. In calculating any Losses, there shall be deducted (A) any indemnification, contribution or other similar payment actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including by the Indemnified Party or any deductible amount) and any resultant increase in insurance premiums of Parent) Affiliate thereof from any insurer third party with respect thereto (excluding self-insurance net of any expenses incurred in obtaining recovery); and (B) any actual reduction in Taxes paid by Buyer, Seller and the Companies that arises as a result of the facts giving rise to an indemnification claim. To the extent that any reduction in Taxes occurs following the year of indemnification of any Loss (or captive insurance) to the extent that any reduction in Taxes was not taken into account in determining the amount of any indemnification payment), Buyer shall pay to Seller any such Tax reduction within 5 days of filing of the income Tax Return in which the Tax reduction is realized. Any such amounts or other Person then liable for such Lossesbenefits received by an Indemnified Party or any Affiliate thereof with respect to any indemnity claim after it has received an indemnity payment hereunder shall be promptly paid over to the Indemnifying Party. (iii) If Notwithstanding anything in this Agreement to the contrary, no party hereto shall have any Parent Indemnified Party receives any amounts liability under insurance coverage this Agreement (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to including, without limitation, this Article 8VIII) for, then such Parent Indemnified Party and Losses shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreementnot include, any punitive or special damages or any incidental or consequential damages that were not reasonably foreseeable. (iv) Notwithstanding If the fact Aggregate Purchase Price is adjusted downward due to facts or circumstances that give rise to any Parent Indemnified Party may have the right Post-Closing Reduction pursuant to assert claims for indemnification under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection Section 2.3(b) of this Agreement. (v) Neither VSee nor iDoc , Buyer shall have any liability not also be entitled to indemnification for any Loss for which indemnification is sought Losses arising from such facts or circumstances to the extent that an allowance, provision or reserve covering the item that causes such Loss actually reduced the amount of the iDoc breach is taken into account in such Post-Closing Consideration or the VSee Closing Consideration, in accordance with the reductions contemplated in the definitions thereofReduction.

Additional Limitations. (ia) Notwithstanding anything any other provision of this Agreement to the contrary in this Article 8contrary, VSee and iDoc none of the parties shall not be liable to the other, whether in contract, tort, or otherwise, for claims for indemnification pursuant any punitive or exemplary or other similar type of damages whatsoever, that in any way arise out of, or relate to, or are a consequence of, its performance or nonperformance under the Acquisition Documents, except to ‎Section 8.2(athe extent to which a Third Party Claim that is to be indemnified under this ARTICLE VIII includes such damages. (b) and ‎Section 8.2(b), as applicable, unless and until the aggregate amount of Losses claimed by the Parent No Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDoc, and then the Parent Indemnified Parties Party shall be entitled to indemnification hereunder for any amounts in excess of the Basket; provided, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and any Losses to the iDoc Indemnity Escrow Amount with respect to iDocextent such Losses are reflected in the Adjustment Amount. (iic) The amount of Each Equityholder waives any Losses suffered, sustained or incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered right to (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amounti) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) seek contribution or other Person then liable for such Losses. (iii) If payment from the Company or any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person of the Subsidiaries with respect to Losses sustained at any time subsequent for which such equityholder is required to any payment to such Parent indemnify the Purchaser Indemnified Party Parties pursuant to this Article 8ARTICLE VIII or (ii) bring a claim against the current or former directors, then managers, or officers of the Company or any of the Subsidiaries as a result of Losses for which such Parent Equityholder is required to indemnify the Purchaser Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed Parties pursuant to the terms hereof and the applicable Escrow Agreementthis ARTICLE VIII. (ivd) Notwithstanding the fact that In no event shall any Parent Indemnified Party may have be entitled to receive indemnification for the right to assert claims same Loss more than once under this ARTICLE VIII even if the claim for indemnification under or in respect to such Loss has been made as a result of a breach of more than one section representation, warranty, covenant, or subsection of this Agreement agreement contained in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (ve) Neither VSee nor iDoc shall have For purposes of (i) determining whether there has been a failure of any liability for representation, warranty, covenant, or agreement in this Agreement or any Loss for which indemnification is sought other Acquisition Document to the extent that an allowance, provision or reserve covering such Loss actually reduced be true and correct and (ii) calculating the amount of Losses with respect thereto, such representations, warranties, covenants, and agreements alleged to have been breached shall be construed as if any qualification or limitation with respect to materiality, whether by reference to the iDoc Closing Consideration terms “material,” “in all material respects,” “in any material respect,” “Material Adverse Effect” or other words or phrases of similar import or effect, were omitted or deleted from the VSee Closing Considerationtext of such representations, warranties, covenants and agreements. (f) Subject to Section 5.7, the right to indemnification, payment of Losses, or for other remedies based on any representation, warranty, covenant, or agreement contained in accordance or made pursuant to this Agreement will not be affected by (i) any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time (including as may have resulted based on access rights hereunder), with respect to the reductions contemplated in accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or agreement or (ii) the definitions thereofwaiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, and will not affect the right to indemnification based on such representations, warranties, covenants, and agreements.

Additional Limitations. (ia) Notwithstanding anything Except as provided in Section 5.22, the right to the contrary indemnification or any other remedy based on representations, warranties, covenants and agreements in this Article 8, VSee and iDoc Agreement or any Closing Agreement shall not be liable for claims for indemnification pursuant to ‎Section 8.2(aaffected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and ‎Section 8.2(b)delivery of this Agreement or the Closing Date, as applicable, unless and until the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (as the case may be) equals or exceeds $75,000 (the “Basket”) with respect to each of VSee and iDocthe accuracy or inaccuracy of, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder for or compliance with, any amounts in excess of the Basket; providedsuch representation, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b)warranty, respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoccovenant or agreement. (iib) The amount In respect of any Loss for which indemnification may be sought pursuant to this Article IX, nothing herein shall relieve an Indemnified Party from its duty to mitigate its Losses suffered, sustained upon and after becoming aware of any event or incurred by condition that would reasonably be expected to give rise to any Indemnified Parties shall be reduced by the amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums of Parent) from any insurer (excluding self-insurance or captive insurance) or other Person then liable for such Losses. (iii) Losses that are indemnifiable hereunder. If any Parent an Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, then such Parent Indemnified Party shall promptly deposit such amount in the Indemnity Escrow Account until disbursed pursuant to the terms hereof and the applicable Escrow Agreement. (iv) Notwithstanding the fact that any Parent Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one section or subsection Losses after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of such Losses, the Indemnified Party shall notify the Indemnifying Party and pay to the Indemnifying Party the extent of such payment (less the Indemnified Party’s reasonable costs of mitigation) within five (5) Business Days after receipt. An Indemnified Party’s right to indemnification pursuant to Section 9.2 or Section 9.3, as applicable, will be reduced by the amount paid by a third party (including an insurance company or any factthird party owing an indemnification or similar obligation to the Indemnified Party), eventor paid by such third party to another for the account or benefit of Seller or Buyer, condition as the case may be, with respect to the settlement or circumstanceresolution of a claim for which Seller or Buyer, as the case may be, was entitled to indemnification hereunder. The Indemnified Party shall use its commercially reasonable efforts to pursue recovery from such third parties and under all insurance policies (or similar obligations) available to it in good faith and shall remit to the Indemnifying Party any amount of damages recovered under one section such insurance or subsection of this Agreement shall not be recovered more than once in response of other third party proceeds that are paid to the same Loss under another section or subsection of this AgreementIndemnified Parties with respect to Losses for which such Indemnified Parties have been previously compensated pursuant to Section 9.5. (vc) Neither VSee nor iDoc The amount of any and all Losses shall have be determined net of (i) any liability amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses, in each case, net of costs of collection resulting from making any claim thereunder and (ii) any Tax Benefits. (d) With respect to indemnification claims made under this Article IX, for any Loss for which indemnification is sought to the extent that an allowance, provision or reserve covering such Loss actually reduced purposes of calculating the amount of the iDoc Closing Consideration any Losses attributable to any such breach, inaccuracy or the VSee Closing Considerationnoncompliance, in accordance with the reductions contemplated in the definitions thereofall references to “material,” “materiality,” “material respects”, “Company Material Adverse Effect” and similar qualifications shall be disregarded.

Additional Limitations. (i) Notwithstanding anything No Person will be entitled to be indemnified for an amount pertaining to: any Adverse Consequence to the contrary extent that such amount pertaining to such Adverse Consequence was included in the calculation of Final Closing Date Tangible Net Assets or included as Closing Date Debt or Closing Date Seller Transaction Expenses for purposes of the calculation of the Final Closing Cash Payment. The Buyer Indemnified Parties will not be entitled to indemnification under this Article 88 for the amount of any Adverse Consequences caused or aggravated by acts or omissions of any Buyer Indemnified Party following the Closing Date that are negligent, VSee and iDoc shall willfully intended to cause liability, or in violation of this Agreement or applicable Law. The amount of any Adverse Consequences that any Indemnified Party will be entitled to recover will be determined without duplication of recovery by reason of the state of facts giving rise to such Adverse Consequences constituting a breach of more than one representation, warranty or covenant. (ii) No Party will be obligated to indemnify a Person with respect to any claim that relates to Adverse Consequences resulting from the passing of or change in any Law or any accounting policy, principle or practice (or in their interpretation by any Person) after the Closing Date or any increase in Tax rates in effect on the Closing Date, even if the change or increase has retroactive effect or requires action at a future date. The Buyer Indemnified Parties will not be liable entitled to indemnification for claims any Adverse Consequences resulting from a Buyer Indemnified Party filing a Tax Return taking a position for indemnification pursuant Tax purposes that is inconsistent with a position taken on or with respect to ‎Section 8.2(aa Tax Return of Sellers or Company or any Subsidiary that was required to be filed on or before Closing, including the position that no Tax Return was required to be filed, unless the position taken on or with respect to such Tax Return required to be filed on or before Closing did not comply with applicable Law at the time such Tax Return was required to be filed. (iii) and ‎Section 8.2(b), No Party will be required to indemnify any Buyer Indemnified Party or Seller Indemnified Party (as applicable) with respect to a breach of a representation or warranty if the facts, unless circumstances or events constituting the breach were known by any Buyer Indemnified Party or Seller Indemnified Party and until fully appreciated by such Party such that the aggregate amount of Losses claimed by the Parent Indemnified Parties against VSee or iDoc (basis for a legal claim was understood, as the case may be) equals or exceeds $75,000 (, prior to the “Basket”) with respect execution of this Agreement. For avoidance of doubt, no Indemnified Party will have the right to each of VSee and iDoc, and then the Parent Indemnified Parties shall be entitled to indemnification hereunder make a claim for any amounts Adverse Consequences that are primarily possible or potential Adverse Consequences that such Indemnified Party believes may be paid or incurred, but only Adverse Consequences that have, in excess of the Basket; providedfact, that the Basket shall not apply to breaches of any Company Parties Fundamental Representations. The aggregate Liability of VSee for indemnification under Section 8.2(a) and iDoc for indemnification under ‎Section 8.2(b), respectively, shall in no event exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDocbeen paid or incurred by such Indemnified Party. (iiiv) Each of the Parties will use its commercially reasonable efforts to mitigate any Adverse Consequences for which it seeks to be indemnified pursuant to this Article 8 upon becoming aware of any fact, event or circumstance that has resulted in, or would reasonably be expected to give rise to, any Adverse Consequence; provided that any reasonable fees, costs and expenses incurred as a result of such efforts to mitigate will be deemed to be Adverse Consequences for purposes of this Article 8. (v) The amount of any Losses suffered, sustained or incurred by Adverse Consequence that any Indemnified Parties shall Party will be reduced entitled to recover will be calculated net of any Tax Benefits expected to be realized by such Indemnified Party in any taxable period and taking into account the present value of any Tax detriment of such Indemnified Party. Notwithstanding the foregoing or anything else contained in this Agreement to the contrary: (A) the amount of any indemnifiable Adverse Consequences entitled to be recovered by the amount such Buyer Indemnified Parties under this Agreement for Adverse Consequences with respect to Taxes will be limited to Pre-Closing Taxes; and (B) the Buyer Indemnified Parties will not be entitled to indemnification for (and the calculation of the amount of any Adverse Consequences will not include) any reduction or use of any Tax attributed to Company or any of the Subsidiaries in a Pre-Closing Period or Pre-Closing Straddle Period. (vi) The amount of any Adverse Consequences that any Indemnified Party will be entitled to recover will be calculated net of any insurance proceeds or any indemnity, contribution or other payment actually recovered (after deducting by the Indemnified Party from any third party with respect to such Adverse Consequences, in each case net of all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in increased insurance premiums of Parent) from directly attributable to any insurer (excluding self-such insurance or captive insurance) recovery). In the event that any insurance proceeds or other Person then liable for such Losses. (iii) If indemnity, contribution or other payment is recovered by any Parent Indemnified Party receives any amounts under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to Losses sustained at any time subsequent to any payment to Adverse Consequences for which such Parent Indemnified Party has previously been indemnified pursuant to this Article 8, then such Parent the Indemnified Party shall will promptly deposit refund to the Indemnifying Party an amount equal to the lesser of: (A) the aggregate amount of such insurance proceeds or other indemnity, contribution or other payment (net of all costs of recovery, including any increased insurance premiums directly attributable to any such insurance recovery); and (B) the aggregate amount in previously paid to the Indemnity Escrow Account until disbursed Indemnified Party by the Indemnifying Party pursuant to the terms hereof and the applicable Escrow Agreementthis Article 8 in respect of such Adverse Consequence. (ivvii) Notwithstanding the fact that any Parent Any attorney, consultant or other professional fees, costs or expenses incurred by an Indemnified Party may have in connection with this Article 8 (including those incurred in connection with actions to mitigate the right amount of any Adverse Consequences or to assert claims for indemnification recover any insurance proceeds or third party payments) will only constitute Adverse Consequences indemnifiable under or in respect of more than one section or subsection of this Agreement in respect of any fact, event, condition or circumstance, any amount of damages recovered under one section or subsection of this Agreement shall not be recovered more than once in response of the same Loss under another section or subsection of this Agreement. (v) Neither VSee nor iDoc shall have any liability for any Loss for which indemnification is sought to the extent that an allowancesuch fees, provision costs or reserve covering expenses are: (A) reasonable under the circumstances; (B) based solely on time actually spent by such Loss actually reduced professionals; and (C) charged at no more than such professional’s standard hourly rate. (viii) Notwithstanding anything to the amount contrary contained in this Agreement or any other Transaction Document, none of the iDoc Sellers will be required to indemnify a Buyer Indemnified Party for any Adverse Consequences (including any Environmental Liability) relating to environmental matters that are caused by or arise from actions voluntarily taken (i.e., not required by applicable Law) by a Buyer Indemnified Party other than as provided in the following sentence following Closing Consideration or for any Adverse Consequences (including any Environmental Liability) caused by, arising from or relating to any Environmental Matters disclosed on Schedule 2.18. In order for any Buyer Indemnified Party to maintain its right to indemnification by any Seller with respect to environmental matters as provided in this Agreement, following Closing Buyer will not, and will cause its Affiliates (including the VSee Company and Subsidiaries) not to, cause or permit any Environmental Action to be performed other than in connection with an actual capital improvement or asset repair project or companywide (i.e.; all of Buyer’s operating subsidiaries) voluntary compliance audit in the ordinary course of business undertaken in good faith and not for the purpose of evading this subsection (viii) unless: (A) Seller Representative gives prior written consent to the performance of the Environmental Action; (B) Buyer or an Affiliate is required to perform the Environmental Action by a final order of a Governmental Body with appropriate jurisdiction over such matters; (C) the Environmental Action is routine testing that is required by the terms of any environmental permit held by Company or any Subsidiary immediately prior to Closing Considerationand necessary for the continued operation of Business as conducted immediately prior to Closing; or (D) a bona fide third party purchaser requests that Buyer perform, or allow that third party to perform, an Environmental Action in accordance connection with the reductions contemplated sale of the underlying property to that third party. Adverse Consequences arising with respect to environmental matters will be limited to investigatory, corrective or remedial actions that are required under Environmental Law and that are conducted in the definitions thereofmost cost-effective manner, assuming continued industrial use of the subject property and employing risk-based standards and institutional controls. Notwithstanding any provision to the contrary in this Section or in this Agreement, Buyer Indemnified Party shall maintain its right to indemnification by any of the Sellers with respect to environmental matters as provided in this Agreement in the event that a voluntary audit of environmental compliance identifies any compliance issues that rise to the level of violating any applicable law, statute, or regulation provided, however, that a voluntary audit does not include any subsurface sampling of soil, groundwater or air, unless required under Environmental Law or any Governmental Authority required by Environmental Law.