Common use of Additional Limitations Clause in Contracts

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) the amount of the Annual Benefit or the Schedule B Annuity, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Code.

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 Annual Benefit Parent Indemnified Parties against VSee or the Schedule B Annuity, 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 be limited to that in no event exceed an amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made equal to the Executive; VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. (ii) the Annual Benefit The amount of any Losses suffered, sustained or the Schedule B Annuity, as the case may be, incurred by any Indemnified Parties shall be deemed to be reduced by the last payment made to the Executive amount such Indemnified Parties actually recovered (after deducting all attorneys’ fees, expenses and the first 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 which an income tax deduction, if any, has been disallowed; and such Losses. (iii) If any compensatory Parent Indemnified Party receives any amounts for which a deduction is denied under insurance coverage (excluding self-insurance or captive insurance) or from any Person with respect to the Employer shallLosses sustained at any time subsequent to any payment to such Parent Indemnified Party pursuant to this Article 8, 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 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 the foregoing, and then such Parent Indemnified Party shall promptly deposit such amount in the event that any payment or benefit received or to be received by the Executive, whether payable 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 other plan, arrangement amount of damages recovered under one section or agreement with the Employer (together with the Annual Benefit or the Schedule B Annuity, the "Total Payments"), will subsection of this Agreement shall not be deductible (recovered more than once in 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 response of the Total Payments is nondeductible as a result of Section 280G of the Code (same Loss under another section or the Annual Benefit/Schedule B Annuity is reduced to zero (0)). For purposes subsection of this limitation:Agreement. (av) No portion of the Total Payments, the receipt or enjoyment of which the Executive Neither VSee nor iDoc shall have effectively waived in writing prior to the date of payment of any future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, liability for any Loss for which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only indemnification is sought to the extent necessary so that an allowance, provision or reserve covering such Loss actually reduced the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G amount of the CodeiDoc Closing Consideration or the VSee Closing Consideration, 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of reductions contemplated in the Codedefinitions thereof.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITYNo 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. The Executive acknowledges and No Permitted Transfer may be made unless the Permitted Transferee (A) agrees that in writing to be bound by the parties have entered into provisions of this Agreement based upon the certain financial and tax accounting assumptions. Accordinglyas though it were a Common Stockholder, with full knowledge of the potential consequences the Executive agrees that, notwithstanding anything contained herein to the contrary: (i) the amount of the Annual Benefit Family Unitholder or the Schedule B AnnuityInvestor, as the case may be, shall be limited hereunder pursuant to that amount 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 Annual Benefit or Schedule B Annuity (determined without regard Board of Directors to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is whom such authority has been delegated), causes to be made delivered to the Executive; Company, at such Permitted Transferee’s sole cost and expense, a favorable opinion from legal counsel reasonably acceptable to the Board of Directors (ii) or a committee of the Annual Benefit amount 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 Schedule B AnnuityBoard 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, shall be deemed to be as are reasonably requested by the last payment made Company in connection with such Transfer. Notwithstanding anything to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 the terms of this Agreement. The Executive recognizes that, contrary in this regard, limitations on deductibility may be imposed under, but not limited to, Code Section 280G. Consistent with the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms of this Agreement or any other planfailure by a Permitted Transferee under this Section 3.3 to execute a Joinder Agreement, arrangement such Permitted Transferee shall take any Equity Interests or agreement with the Employer (together with the Annual Benefit or the Schedule B Annuity, the "Total Payments"), will not be deductible (in whole or in part) as a result shares 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 Preferred Stock so Transferred subject to zero (0)). For purposes all provisions of this limitation: (a) No portion Agreement as if such Equity Interests or shares 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected Preferred Stock were still held by the Employer and acceptable to the ExecutiveFamily Unitholder or Stockholder making such Transfer, does whether or not constitute a "parachute payment" within the meaning of Section 280G of the Code; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary they so that the Total Payments (other than those referred to agree in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Codewriting.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. (i) 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 be true and correct) exists, and shall not be taken into account in determining the amount of any Damages with respect to such breach, default or failure to be true and correct. (ii) The Executive acknowledges and agrees 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 parties have entered into this Agreement based upon the certain financial and tax accounting assumptions. Accordingly, with full knowledge Closing Balance Sheet for purposes of calculation of the potential consequences Working Capital Amount. (iii) For purposes of determining liability under this Section 8, the Executive agrees thatamount of Damages required to be paid by the Indemnifying Parties shall be reduced by (or if already paid by the Indemnifying Parties from the Escrow Fund or otherwise, notwithstanding anything contained herein promptly deposited into the Escrow Fund, or if the Escrow Fund have already been fully distributed, promptly reimbursed directly to the contrary: (iIndemnifying Parties) the amount of the Annual Benefit or the Schedule B Annuity, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code any proceeds from insurance policies in the year in which payment is to be made effect immediately prior to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoing, and in the event Closing Date that any payment or benefit received or to be are actually received by the ExecutiveIndemnified Persons. In addition, whether payable pursuant 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 Persons to incur any costs, expenses or liabilities that would not be recoverable Damages. To the extent that any Damages are paid hereunder to the terms of this Agreement or any other plan, arrangement or agreement with the Employer (together with the Annual Benefit or the Schedule B AnnuityIndemnified Persons, the "Total Payments")Indemnified Persons shall take all actions reasonably requested by Stockholders’ Agent and the Indemnifying Persons to subrogate to Stockholders’ Agent and the Indemnifying Persons any rights of recovery which the Indemnified Persons may have with respect to the Damages; provided, will however, that the Indemnified Persons shall not be deductible required to take any actions that would be detrimental in any respect to the Indemnified Persons (in whole including, if it would require any Indemnified Persons to incur any material costs, expenses 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 (0liabilities)). For purposes of this limitation:. (aiv) 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation Any liability for services actually rendered within the meaning of Section 280G of the 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 Total Payments indemnification hereunder shall be determined without duplication of recovery by the Employer's independent auditors in accordance with the principles of Section 280G reason of the Codestate of facts giving rise to such liability constituting a breach or other violation of more than one representation, warranty, covenant, agreement, certificate or certification.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. (i) The Executive acknowledges Purchaser Indemnified Parties shall not be entitled to assert, and agrees the Seller and the Parent shall not be liable for, any claim for indemnification under this Article VIII arising out of or resulting from or incurred in connection with any conduct, action or failure to act of Purchaser, the Company or the surviving entity occurring after the Closing Date that the parties would have entered into this Agreement based upon the certain financial and tax accounting assumptions. Accordingly, with full knowledge constituted a breach of the potential consequences Seller's representation and warranty in Section 3.13(A) if such conduct, action or failure to act had occurred prior to the Executive agrees thatClosing 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 the Purchaser has knowledge, or should have knowledge in the commercially reasonable conduct of the 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 be entitled to assert, and the Seller Indemnifying Parties shall not be liable for, any claim for any Loss suffered or 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. (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 of lost profits to the further limitations described in the subsequent sentence) to the extent (and solely to the extent) such damages are reasonably foreseeable in connection with such breach or violation and (ii) the foregoing shall not limit the right of any Indemnified Party to indemnification in accordance with the this Agreement with respect to any component of any claim, settlement, award or judgment against such party by any unaffiliated third party. In addition to the foregoing, (i) the amount Purchaser Indemnified Parties shall be entitled to recover for profits lost or otherwise not realized in respect of the Annual Benefit or Business following the Schedule B Annuity, as Closing Date solely to the case may be, shall be limited to extent that amount the applicable Loss (x) meets the requirements of the Annual Benefit or Schedule B Annuity preceding sentence (determined without regard to and is otherwise indemnifiable under this Paragraph 6Agreement) which will be deductible by the Employer under the Code and (y) does not, in the year aggregate with all other such Losses in which payment is to be made to respect of lost profits, exceed twenty-five percent (25%) of the Executive; Maximum Indemnification Amount, and (ii) the Annual Benefit amount or extent of the Schedule B Annuity, as indemnification for any such Losses in respect of lost profits to which any of the case may be, Purchaser Indemnified Parties shall be deemed to entitled will be determined based upon the last payment made to impact that the Executive and fact or circumstance underlying the first for which an income tax deduction, if any, has applicable breach would have had on the Purchase Price had such fact or circumstance been disallowed; and (iii) 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 the terms known as 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the CodeAgreement.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY(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. The Executive acknowledges 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 agrees 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) 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 parties have entered into Closing occurs, this Article XI shall be the exclusive remedy for breaches of this Agreement based upon (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement), the certain financial and tax accounting assumptionsAccounts 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. AccordinglyAfter 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 full knowledge of the potential consequences the Executive agrees that, notwithstanding anything contained herein respect to all environmental matters (other than those related to the contrary: Excluded Assets and Excluded Liabilities): (i) the amount of the Annual Benefit parties agree that their respective rights and obligations as provided in this Agreement shall supersede any rights and obligations that any party may have under any existing or the Schedule B Annuity, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executivefuture law; (ii) the Annual Benefit amount Seller shall have no liability or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made obligation under Section 11.1(a) for breaches of representations and warranties that relate to the Executive and operations of the first for which an income tax deductionCompanies prior to Seller's acquisition thereof, if anyor any prior operations on the Owned Real Property or Leased Real Property, has been disallowedunless the subject matter of such environmental claim was within the Knowledge of Seller as of the date hereof; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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"), Seller will not be deductible liable for 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 relevant Governmental Authorities taking into account the industrial use of the Owned Real Property or Leased Real Property; (in whole or in partiv) no claim may be asserted pursuant to Section 11.1(a) to the extent that Losses and Expenses are incurred by Buyer as a result of Code Section 280G, the Annual Benefit 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 the Schedule B Annuity, shall be reduced until no portion of the Total Payments (B) consistent with Buyer's pre-existing environmental policies and standards in place with respect to its other comparable facilities and is nondeductible as not undertaken without a result of Section 280G of the Code (legitimate business purpose 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 any significant respect due to the date of payment of any future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which indemnification provided in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (athis Article XI) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) aboveany remedial work not required by Environmental Laws; and (d) The value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Code.

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) No Person will be entitled to be indemnified for an amount pertaining to any Adverse Consequence to the 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 8 for the amount of any Adverse Consequences to the Annual Benefit 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, or in violation of this Agreement or applicable Law. The amount of any Adverse Consequences that any Indemnified Party will be entitled to recover 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) 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 Schedule B Annuityinterpretation 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, circumstances or events constituting the breach were known by any Buyer Indemnified Party or Seller Indemnified Party, as the case may be, shall be limited prior to that amount the execution of this Agreement. (iv) Each of the Annual Benefit or Schedule B Annuity (determined without regard Parties will use its commercially reasonable efforts to mitigate any Adverse Consequences for which it seeks to be indemnified pursuant to this Paragraph 6) which 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 deductible by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be Adverse Consequences for purposes of this Article 8. (v) The amount of any Adverse Consequences that any Indemnified Party will be entitled to recover will be offset by any insurance proceeds or any indemnity, contribution or other payment actually recovered by the last Indemnified Party from any third Person with respect to such Adverse Consequences, in each case net of all costs of recovery. In the event that any insurance proceeds or other indemnity, contribution or other payment made is recovered by any Indemnified Party with respect to any Adverse Consequences for which such Indemnified Party has previously been indemnified pursuant to this Article 8, then the Indemnified Party will promptly refund to the Executive and Indemnifying Party an amount equal to: the first for which an income tax deductionexcess, if any, of (x) the sum of (A) the amount the Indemnified Party has been disallowedactually received from the Indemnifying Party in respect of such Adverse Consequence and (B) the amount 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. (vi) Any attorney, consultant or other professional fees, costs or expenses incurred by an Indemnified Party in connection with this Article 8 (including those incurred in connection with actions to mitigate the amount of any Adverse Consequences or to recover any insurance proceeds or third Person payments) will only constitute Adverse Consequences indemnifiable hereunder to the extent that such fees, costs or expenses are: (A) reasonable under the circumstances; (B) based solely on time actually spent by such professionals; and (iiiC) charged at no more than such professional’s standard hourly rate. (vii) The amount of 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 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 the foregoing, and in the event Adverse Consequences that any payment or Indemnified Party will be entitled to recover will be (i) reduced by an amount equal to any Tax benefit received or to be received by the Executive, whether payable pursuant to the terms 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 whole or in part) actually realized as a result of Code Section 280Gsuch Adverse Consequences by the Indemnified Party, 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 and (or the Annual Benefit/Schedule B Annuity is reduced ii) increased by an amount equal to zero (0)). For purposes of this limitation: (a) No portion of the Total Payments, any Tax imposed on the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of any future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer and acceptable to the Executive, does not constitute a "parachute such indemnity payment" within the meaning of Section 280G of the Code; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Code.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges and agrees that the parties have entered into (a) Notwithstanding any other provision of 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: , none of the parties shall be liable to the other, whether in contract, tort, or otherwise, for 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 the extent to which a Third Party Claim that is to be indemnified under this ARTICLE VIII includes such damages. (b) No Indemnified Party shall be entitled to indemnification with respect to any Losses to the extent such Losses are reflected in the Adjustment Amount. (c) Each Equityholder waives any right to (i) seek contribution or other payment from the amount Company or any of the Annual Benefit or Subsidiaries with respect to Losses for which such equityholder is required to indemnify the Schedule B Annuity, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard Purchaser Indemnified Parties pursuant to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; ARTICLE VIII or (ii) bring a claim against the Annual Benefit amount current or former directors, managers, or officers of the Schedule B Annuity, Company or any of the Subsidiaries as the case may be, shall be deemed to be the last payment made to the Executive and the first a result of Losses for which an income tax deduction, such Equityholder is required to indemnify the Purchaser Indemnified Parties pursuant to this ARTICLE VIII. (d) In no event shall any Indemnified Party be entitled to receive indemnification for the same Loss more than once under this ARTICLE VIII even if any, the claim for indemnification in respect to such Loss has been disallowed; and (iii) any compensatory amounts for which made as a deduction is denied to the Employer shallresult of a breach of more than one representation, at the Employer's electionwarranty, serve to first reduce the Employer's obligation to make the monthly Annual Benefit payments otherwise due and payable to the Executive under the terms of covenant, or agreement contained in this Agreement. The Executive recognizes that. (e) For purposes of (i) determining whether there has been a failure of any representation, warranty, covenant, or agreement in this regard, limitations on deductibility may be imposed under, but not limited to, Code Section 280G. Consistent with the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms of this Agreement or any other planAcquisition Document to be true and correct and (ii) calculating the amount of Losses with respect thereto, arrangement 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 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 text 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 with the Employer (together with the Annual Benefit contained in or the Schedule B Annuity, the "Total Payments"), made pursuant to this Agreement will not be deductible affected by (in whole i) any investigation conducted with respect to, 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 any knowledge acquired (or the Annual Benefit/Schedule B Annuity is reduced to zero capable of being acquired) at any time (0including as may have resulted based on access rights hereunder)). 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 with respect to the date accuracy or inaccuracy of payment or compliance with, any such representation, warranty, covenant, or agreement or (ii) the waiver of any future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of condition based on the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) above; and (d) The value accuracy of any non-cash benefit representation or warranty, or on the performance of or compliance with any deferred payment covenant or benefit included in agreement, and will not affect the Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Coderight to indemnification based on such representations, warranties, covenants, and agreements.

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 Notwithstanding anything contained herein to the contrary: contrary in this Agreement: (i) in the case of Excluded Matters, 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 in an Indemnity Claim Notice with respect to a breach of representation or warranty delivered hereunder after the expiration of the applicable survival period of such representation or warranty set forth in Section 11.1. Each party shall (and shall cause its Affiliates to) use commercially reasonable efforts to mitigate Losses for which indemnification is provided to it under this ARTICLE 11. (iv) The amount of any Losses 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 insurance payment that covers such Loss for which it has already received an indemnification payment. (v) Parent shall not be entitled to make any claim for indemnification with respect to the Annual Benefit or amount of any Loss that has been expressly taken into account in the Schedule B Annuityfinal Closing Working Capital, as and the case may be, amount of any Loss for which indemnification is provided under this ARTICLE 11 shall be limited to that calculated net of any such amount of the Annual Benefit expressly taken into account in determining any accruals, reserves or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code provisions reflected in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Codefinal Closing Working Capital.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges (a) Except as provided in Section 5.22, the right to indemnification or any other remedy based on representations, warranties, covenants and agrees that the parties have entered into agreements in this Agreement based upon or any Closing Agreement shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the certain financial execution and tax accounting assumptions. Accordinglydelivery of this Agreement or the Closing Date, with full knowledge of the potential consequences the Executive agrees that, notwithstanding anything contained herein respect to the contrary: accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant or agreement. (ib) 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 upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. If an Indemnified Party receives any payment in respect of 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 third party owing an indemnification or similar obligation to the Indemnified Party), or paid by such third party to another for the account or benefit of the Annual Benefit Seller or the Schedule B AnnuityBuyer, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made with respect to the Executive; (ii) the Annual Benefit amount settlement or the Schedule B Annuityresolution of a claim for which Seller or Buyer, as the case may be, was entitled to indemnification hereunder. The Indemnified Party shall be deemed use its commercially reasonable efforts to be the last payment made 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 Executive and Indemnifying Party any such insurance or other third party proceeds that are paid to the first Indemnified Parties with respect to Losses for which an income tax deduction, if any, has such Indemnified Parties have been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable previously compensated pursuant to the terms 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 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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;9.5. (c) Future Annual Benefit/Schedule B Annuity payments The amount of any and all Losses shall be reduced only determined net of (i) any amounts actually recovered by the Indemnified Party under insurance policies with respect to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Codesuch Losses, in the opinion each case, net of tax counsel referred to in clause costs of collection resulting from making any claim thereunder and (bii) above; andany Tax Benefits. (d) The value With respect to indemnification claims made under this Article IX, for purposes of calculating the amount of any non-cash benefit Losses attributable to any such breach, inaccuracy or any deferred payment or benefit included in the Total Payments noncompliance, all references to "material," "materiality," "material respects", "Company Material Adverse Effect" and similar qualifications shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Codedisregarded.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges and agrees that the parties have entered into (i) Notwithstanding anything in 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, in 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 Annual Benefit 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(c)) 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, contained in Sections 3.1 (Corporate Existence and 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 the Closing Date Indebtedness (other than the Remaining Indebtedness). Notwithstanding the foregoing, no limitations on liability shall apply to any conduct by any Person that constitutes fraud. (ii) For purposes of determining the amount of any Losses, such amount shall be reduced by the amount of any insurance benefits and proceeds (collectively, “Insurance Benefits”) received by the Buyer Indemnified Parties or the Schedule B AnnuitySeller 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 limited to that amount of the Annual Benefit deducted (A) any indemnification, contribution or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible other similar payment actually recovered by the Employer under the Code Indemnified Party or any Affiliate thereof from any third party with respect thereto (net of any expenses incurred in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowedobtaining recovery); and (iiiB) any compensatory amounts for which a deduction is denied to actual reduction in Taxes paid by Buyer, Seller and 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 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 the foregoing, and in the event Companies that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 whole or in part) arises as a result of Code Section 280G, the Annual Benefit or facts giving rise to an indemnification claim. To the Schedule B Annuity, shall be reduced until no portion extent that any reduction in Taxes occurs following the year of the Total Payments is nondeductible as a result indemnification of Section 280G of the Code any Loss (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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so 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 benefits 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) Notwithstanding anything in this Agreement to the contrary, no party hereto shall have any liability under this Agreement (including, without limitation, this Article VIII) for, and Losses shall not include, any punitive or special damages or any incidental or consequential damages that were not reasonably foreseeable. (iv) If the Aggregate Purchase Price is adjusted downward due to facts or circumstances that give rise to any Post-Closing Reduction pursuant to Section 2.3(b) of this Agreement, Buyer shall not also be entitled to indemnification for any Losses arising from such facts or circumstances to the extent that the Total Payments (other than those referred to item that causes such breach is taken into account in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) above; and (d) The value of any nonsuch Post-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the CodeClosing Reduction.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges and agrees that obligations of the parties have entered into under 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 Section 10 shall be subject to the contrary: (i) the amount of the Annual Benefit or the Schedule B Annuity, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 limitationfollowing limitations: (a) No portion of the Total Payments, the receipt or enjoyment of which the Executive Seller shall not have effectively waived in writing prior any liability for indemnification with respect to the date of payment of any future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which matters set forth in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses clause (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G 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 all Damages of Buyer in excess of the Code, Threshold Amount (subject to the other limitations set forth herein). The limitations set forth in this Section 10.8(a) will not apply to any Class 1 Damages. (b) Buyer will not have any liability for indemnification with respect to the opinion of tax counsel referred to matters set forth in clause (a) or (b) above; andof Section 10.4 (except to the extent such liability constitutes Class 1 Buyer Damages) until the total amount of Damages with respect to such 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. (c) The amount of Damages required to be paid by any 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 indemnified party or parties after the Closing Date pursuant to the terms of any insurance policies with respect to such Damages. (d) The value 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 non-cash benefit or additional Class 2 Seller Damages, to return to Buyer all of the Maxus Shares received by Seller under this Agreement, upon which Seller's liability for any deferred payment or benefit included 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. (e) Buyer's liability for Class 2 Buyer Damages to Sellers shall not exceed $200,000 in the Total Payments aggregate. Nothing contained herein shall be determined by limit the Employer's independent auditors ability of Seller to recover Class 1 Buyer Damages (in accordance with the principles of Section 280G of the Codecash) from Buyer.

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 rights of the potential consequences the Executive agrees that, notwithstanding anything contained herein Seller Indemnified Parties and Concierge Indemnified Parties to be indemnified under this Article XI shall be subject to the contrary: (i) the amount of the Annual Benefit or the Schedule B Annuity, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 limitationfollowing limitations: (a) No portion party shall be entitled to 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 Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to indemnified party after the date of payment of any future Annual Benefit or Schedule B Annuity payments, shall be taken into account;Closing. (b) No portion of the Total Payments party shall be taken into account, which in the opinion of the tax counsel selected by the Employer and acceptable entitled to recover under this Article XI for any Damages to the Executiveextent such Damages arise out of any changes, does not constitute a "parachute payment" within after the meaning of Section 280G of Closing Date, in applicable Legal Requirements or GAAP, or the Code;interpretations thereof. (c) Future Annual Benefit/Schedule B Annuity payments The Concierge Indemnified Parties shall not be reduced only entitled to recover under this Article XI for Damages to the extent necessary so that the Total Payments (other than those referred to in clauses (a) basis for such Damages is adequately provided or (b) above in their entirety) constitute reasonable compensation accounted for services actually rendered within the meaning of Section 280G of the Code, or reflected in the opinion of tax counsel referred to in clause (b) above; andWxxxxxxxxx Balance Sheet. (d) The value In no event may a party recover any Damages under one section of this Agreement to the extent Damages with respect to the same matter have been previously recovered under any other section of this Agreement. (e) In addition to, and not in limitation of any non-cash benefit or other provision herein, each party will use its commercially reasonable efforts to mitigate any deferred payment or benefit included in the Total Payments Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement, and no party shall be determined by entitled to indemnification for Damages to the Employer's independent auditors extent it can be demonstrated that such Damages would not have occurred but for the failure of the 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 indemnifying 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 principles benefits of Section 280G of any recovery to be distributed to the Codeindemnifying party).

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) The amount of any Damages incurred by the Indemnified Party shall be reduced by the net amount the Indemnified Party or any of its Affiliates actually recovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer or other party liable for such Damages (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) Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement hereunder. (iv) Notwithstanding anything to the contrary herein, the amount of the Annual Benefit any Damages incurred by any Indemnified Party in respect of any breach of Sections 2.2, 3.2(b), 3.5, 5.1(d), 5.6(b), 5.10, or the Schedule B Annuity, as the case may be, 11.18 shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined and payable without regard to the Liability Threshold, the Minimum Threshold Amount and the Cap. In addition, none of the thresholds and limitations set forth in this Paragraph 6Section 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) Notwithstanding anything to the contrary in this Agreement, the Purchaser Indemnified Parties shall not be entitled to any indemnification pursuant to Section 8.1 for Damages arising out of or relating to any inaccuracy or breach of any representation or warranty of Sellers contained in Article III which will be deductible by was disclosed to the Employer under Purchaser on or prior to Closing to the Code extent that any event, fact or circumstance causing such inaccuracy or breach, individually or in the year aggregate, constituted a Transelec Material Adverse Effect as disclosed and identified as such by Sellers in which payment is writing to be made Purchaser on or prior to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoingClosing, 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 any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the CodeClosing occurs.

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) the The amount of the Annual Benefit any Losses suffered, sustained or the Schedule B Annuity, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible incurred by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 whole or in part) as a result of Code Section 280G, the Annual Benefit or the Schedule B Annuity, Indemnified Party shall be reduced until no portion by the amount such Indemnified Party actually recovers (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced Indemnified Party but only to the extent necessary so 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 Total Payments transactions contemplated hereby) from any insurer (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 than those referred insurance will not function to in clauses (apermit double recovery for the same claim or incident) or other Person then liable for such Losses. (bii) above If any 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 Indemnified Party pursuant to this Article 7, then such Indemnified Party shall promptly 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 their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause subsection (bi) above; and). (diii) The value 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 non-cash benefit event which gives rise to any Losses that are indemnifiable or any deferred payment recoverable hereunder or benefit included in connection herewith. Buyer further agrees to use commercially reasonable efforts to recover all Losses eligible for recovery under the Total Payments 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 submission of a Claim pursuant to this Article 7). (iv) Any Losses for indemnification under this Agreement shall be determined without duplication of recovery by the Employer's independent auditors in accordance with the principles of Section 280G reason of the Codestate of facts giving rise to such Losses constituting a breach or inaccuracy of more than one representation, warranty, covenant, or agreement of this Agreement.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges and agrees that the parties have entered into An Indemnified Party shall not be entitled to indemnification for any Losses pursuant to this Agreement based upon (including the certain financial and tax accounting assumptions. Accordingly, with full knowledge of the potential consequences the Executive agrees that, notwithstanding anything contained herein indemnities set forth in ARTICLE VII) to the contrary: extent such Losses (i) would not have arisen had the amount Indemnified Party adhered to its common law duty to mitigate any potential Losses upon and after becoming aware of the Annual Benefit any event or the Schedule B Annuitycondition which could reasonably be expected to give rise to any Losses that are indemnifiable hereunder, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) are directly attributable to its fraud, gross negligence or willful misconduct of the Annual Benefit amount or the Schedule B AnnuityIndemnified Party, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) any compensatory amounts for which that are attributable to an Indemnified Party’s failure to notify the Indemnified Party of its Knowledge of a deduction is denied breach or representation, but only to the Employer shallextent such failure to notify directly results in the Loss, at the Employer's electionor (iv) are of a punitive, serve to first reduce the Employer's obligation to make the monthly Annual Benefit payments otherwise due and payable to the Executive under the terms of this Agreement. The Executive recognizes thatconsequential, in this regardincidental or exemplary nature, limitations on deductibility may be imposed underincluding, but not limited to, Code Section 280G. Consistent with the foregoinglost profits and lost business/investment opportunities (unless such Losses are sought by or payable to a third party). Furthermore, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms of this Agreement extent an Indemnified Party is indemnified by an Indemnifying Party or any other planof such Indemnifying Party’s equity holders based on the indirect liability of such equity holder, arrangement or agreement with then the Employer (together with the Annual Benefit or the Schedule B Annuity, the "Total Payments"), Indemnified Party will not be deductible (in whole entitled to any duplicative recovery for that same Loss as an indemnification claim against another Indemnifying Party or in part) as a result any of Code Section 280Gsuch 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 Annual Benefit or Indemnified Party will use its good faith efforts not to incur any Losses until such time as it has provided the Schedule B AnnuityIndemnifying Party with written notice and a thirty (30) day period in which to cure any such claim; provided, shall be reduced until no portion however, where such claim is not reasonably capable of the Total Payments is nondeductible as a result of Section 280G of the Code being cured within said thirty (or the Annual Benefit/Schedule B Annuity is reduced to zero (0)). For purposes of this limitation: (a30) No portion of the Total Paymentsday period, the receipt or enjoyment of which the Executive Indemnifying Party shall have effectively waived up to an additional thirty (30) days in writing prior which to the date of payment of use its good faith efforts to remedy or cure any future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Codesuch claim.

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 (a) Subject to the contrary: subparagraph (ic) the amount of the Annual Benefit or the Schedule B Annuity, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer (together with the Annual Benefit or the Schedule B Annuitybelow, the "Total Payments"), Seller Parties will not be deductible 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 whole which event the Seller Parties shall be required to pay or in partbe liable for all such Losses from the first dollar. Subject to paragraph (c) as a result of Code Section 280Gbelow, the Annual Benefit or aggregate amount of all Losses for which the Schedule B Annuity, Seller Parties shall be reduced until no portion liable for breaches of representations or warranties pursuant to Section 9.1(a) shall not exceed an amount equal to $3,500,000 (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)“Cap”). For the purposes of this limitation: (a) No portion determining whether a breach of the Total Paymentsa representation or warranty has occurred and any Losses resulting from such breach, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of any future Annual Benefit or Schedule B Annuity paymentsmateriality, Material Adverse Effect, and other similar qualifiers shall be taken into account;disregarded. (b) No portion 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 Total Payments aggregate amount of all Losses subject to indemnification pursuant to such Section exceeds the Basket, in which event Purchaser shall be taken into account, required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which in 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 opinion of 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;Cap. (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only Notwithstanding anything to the extent necessary so that contrary, the Total Payments (other than those referred Basket and Cap described above shall not apply with respect to in clauses (a) any Fundamental Representation or, for avoidance of doubt, fraud or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) above; andintentional misrepresentation. (d) The value of any non-cash benefit Nothing in this Section 9.4 or any deferred payment or benefit included other provision in the Total Payments this Agreement shall be determined by 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 Employer's independent auditors in accordance with indemnification provisions under the principles Management Agreement, each of Section 280G which indemnification agreements and indemnification provisions shall survive the closing of the Codetransaction contemplated by this Agreement and remain in full force and effect thereafter; provided, however, that Purchaser shall not have any obligation to indemnify any Seller Party under any such agreements for any liabilities arising pursuant to this Agreement.

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) The amount of any Damages incurred by the Indemnified Party shall be reduced by the net amount the Indemnified Party or any of its Affiliates recovers (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such Damages (other than Seller). The Indemnified Party shall use reasonable efforts to effect any such recovery. (ii) The amount of any Damages incurred by the Indemnified Party shall be reduced by the amount of any Tax benefit to the Annual Benefit Indemnified Party arising from the recognition of Damages. (iii) Any liability under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one warranty, covenant or agreement. (iv) No recovery under this Agreement shall be available for Damages arising out of or relating to any inaccuracy or breach of any warranty of Seller or the Schedule B Annuity, as Company to the case may be, extent Purchaser or any Affiliate of Purchaser had Knowledge of such breach or inaccuracy prior to the Closing. (v) No Party shall be limited entitled to that 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 shall attach to any Party under this Agreement to the extent the subject thereof has otherwise been made good or 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 claims until the aggregate amount of the Annual Benefit or Schedule B Annuity Damages incurred (determined without regard to this Paragraph 6any materiality qualification or qualification with reference to Seller Material Adverse Effect or Company Material Adverse Effect) which will be deductible by the Employer under the Code in the year shall exceed $1,000,000, in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, Seller shall be deemed to be liable only for the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 Damages exceeding such amount and (B) Seller's aggregate liability for all such Section 280G 3.11-based claims shall not exceed 50% 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the CodePurchase Price.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges (a) Except as provided in Section 5.22, the right to indemnification or any other remedy based on representations, warranties, covenants and agrees that the parties have entered into agreements in this Agreement based upon or any Closing Agreement shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the certain financial execution and tax accounting assumptions. Accordinglydelivery of this Agreement or the Closing Date, with full knowledge of the potential consequences the Executive agrees that, notwithstanding anything contained herein respect to the contrary: accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant or agreement. (ib) 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 upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. If an Indemnified Party receives any payment in respect of 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 third party owing an indemnification or similar obligation to the Indemnified Party), or paid by such third party to another for the account or benefit of the Annual Benefit Seller or the Schedule B AnnuityBuyer, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made with respect to the Executive; (ii) the Annual Benefit amount settlement or the Schedule B Annuityresolution of a claim for which Seller or Buyer, as the case may be, was entitled to indemnification hereunder. The Indemnified Party shall be deemed use its commercially reasonable efforts to be the last payment made 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 Executive and Indemnifying Party any such insurance or other third party proceeds that are paid to the first Indemnified Parties with respect to Losses for which an income tax deduction, if any, has such Indemnified Parties have been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable previously compensated pursuant to the terms 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 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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;9.5. (c) Future Annual Benefit/Schedule B Annuity payments The amount of any and all Losses shall be reduced only determined net of (i) any amounts actually recovered by the Indemnified Party under insurance policies with respect to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Codesuch Losses, in the opinion each case, net of tax counsel referred to in clause costs of collection resulting from making any claim thereunder and (bii) above; andany Tax Benefits. (d) The value With respect to indemnification claims made under this Article IX, for purposes of calculating the amount of any non-cash benefit Losses attributable to any such breach, inaccuracy or any deferred payment or benefit included in the Total Payments noncompliance, all references to “material,” “materiality,” “material respects”, “Company Material Adverse Effect” and similar qualifications shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Codedisregarded.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges and agrees that (a) Subject to subparagraph (c) below, the parties have entered into this Agreement based upon 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 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) the aggregate amount of the Annual Benefit or the Schedule B Annuity, as the case may be, shall be limited all Losses subject to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable indemnification pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer such Section exceeds $200,000 (together with the Annual Benefit or the Schedule B Annuity, the "Total PaymentsBasket"), will not in which event the Seller shall be deductible required to pay or be liable for all such Losses from the first dollar. Subject to paragraph (in whole or in partc) as a result of Code Section 280Gbelow, the Annual Benefit or aggregate amount of all Losses for which the Schedule B Annuity, Seller shall be reduced until no portion liable for breaches of representations or warranties pursuant to Section 8.1(a) shall not exceed an amount equal to $1,000,000 (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)"Cap"). For the purposes of this limitation: (a) No portion determining whether a breach of the Total Paymentsa representation or warranty has occurred and any Losses resulting from such breach, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of any future Annual Benefit or Schedule B Annuity paymentsmateriality, Material Adverse Effect, and other similar qualifiers shall be taken into account;disregarded. (b) No portion 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 Total Payments aggregate amount of all Losses subject to indemnification pursuant to such Section exceeds the Basket, in which event Purchaser shall be taken into account, required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which in 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 opinion of 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;Cap. (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only Notwithstanding anything to the extent necessary so that contrary, the Total Payments (other than those referred Basket and Cap described above shall not apply with respect to in clauses (a) any Fundamental Representation or, for avoidance of doubt, fraud or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) above; andintentional misrepresentation. (d) The value of any non-cash benefit Nothing in this Section 8.4 or any deferred payment or benefit included other provision in the Total Payments this Agreement shall be determined by 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 Employer's independent auditors in accordance with indemnification provisions under the principles Management Agreement, each of Section 280G which indemnification agreements and indemnification provisions shall survive the closing of the Codetransaction contemplated by this Agreement and remain in full force and effect thereafter; provided, however, that Purchaser shall not have any obligation to indemnify Seller under any such agreements for any liabilities arising pursuant to this Agreement.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. (a) The Executive acknowledges right to indemnification or any other remedy based on representations, warranties, covenants and agrees that the parties have entered into agreements in this Agreement based upon or any Closing Agreement shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the certain financial execution and tax accounting assumptions. Accordinglydelivery of this Agreement or the Closing Date, with full knowledge of the potential consequences the Executive agrees that, notwithstanding anything contained herein respect to the contrary: accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant or agreement. (ib) 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 upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that may be indemnifiable hereunder. If an Indemnified Party receives a payment in respect of 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 third party owing an indemnification or similar obligation to the Indemnified Party), or paid by such third party to another for the account or benefit of the Annual Benefit Parent, Seller or the Schedule B AnnuityBuyer, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made with respect to the Executive; (ii) the Annual Benefit amount settlement or the Schedule B Annuityresolution 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 such insurance or other third party proceeds that are paid to the Indemnified Parties with respect to Losses for which such Indemnified Parties have been previously compensated pursuant to Section 9.2. (c) The amount of any and all Losses shall be determined net of (i) any 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 purposes of determining breach and calculating the amount of any Losses attributable to any such breach, inaccuracy or noncompliance, except in the 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 last payment made to the Executive and the first for which an income tax deductionenvironment, if any, has been disallowed; and (iii) that any compensatory amounts for which a deduction is denied to the Employer shallenvironmental investigation, remediation and monitoring obligations at the Employer's election, serve Crestview Property under Section 2.5(a)(xiii) shall be limited to first reduce the Employer's obligation that which is necessary to make the monthly Annual Benefit payments otherwise due and payable to the Executive under 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 comply with the foregoingcommercially 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 in the event 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 payment or benefit received or 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 received 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 Executiveone hand, whether payable pursuant to and Governmental Authorities, on the terms of this Agreement or any other planhand, arrangement or agreement with the Employer (together with the Annual Benefit or the Schedule B Annuity, the "Total Payments"concerning matters addressed in Section 2.5(a)(xiii), will not be deductible (in 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Code.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY(a) The Sellers shall have no recourse against the Company or its Subsidiaries or their respective directors, officers, employees, Related Parties, agents, attorneys, representatives, assigns or successors for any Claims asserted by Purchaser Indemnities. 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 Notwithstanding anything contained herein to the contrary, in no event shall any Indemnifying Party be liable to any Indemnified Party for any consequential, indirect, incidental, punitive (other than fines or other similar administrative payments), exemplary or special damages, or a diminution in value, in particular, but without limitation, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of Losses, for any breach or default under, or any act or omission arising out of or in any way relating to, this Agreement or the transactions contemplated hereby, provided, however, that Losses in the form of diminution in value, in particular, but without limitation, "multiple of profits" or "multiple of cash flow" or similar valuation methodology resulting or arising from a breach of Section 3.11 hereof with respect to the Financial Statements may be used in calculating the amount of such Losses. (b) The failure of the Indemnified Party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the Indemnifying Party's obligations with respect thereto except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. (c) Notwithstanding anything herein to the contrary, the Company and the Sellers shall have no liability to any Purchaser Indemnitee for Losses which arise as a result of: (i) any act or omission of any Purchaser Indemnitee having as its purpose the amount precipitation of the Annual Benefit or the Schedule B Annuitya claim for indemnification hereunder, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) any changes in accounting methods or policies after the Annual Benefit amount Closing or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) the granting of any compensatory amounts for extensions or waivers with respect to any statute of limitations applicable to claims which a deduction is denied to might be made against any Purchaser Indemnitee, unless 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 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 Purchaser has consulted with the foregoing, and in the event that any payment Sellers Representatives with respect to such extension or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Codewaiver.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges and agrees that For purposes of determining liability under this Section 7, the parties have entered amount of Damages required to be paid by the Indemnifying Parties shall be reduced by (or if already paid by the Indemnifying Parties from the Escrow Fund or otherwise, promptly deposited into this Agreement based upon the certain financial and tax accounting assumptions. AccordinglyEscrow Fund; or if the Escrow Fund has already been fully distributed, with full knowledge of the potential consequences the Executive agrees that, notwithstanding anything contained herein promptly reimbursed directly to the contrary: (iIndemnifying Parties) the amount of any proceeds from insurance policies in effect immediately prior to the Annual Benefit 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 the Schedule B Annuity, as the case may be, liabilities that would not be recoverable Damages). The amount of any Damages recoverable hereunder shall be limited to that reduced by the amount of the Annual Benefit any net Tax benefit actually realized by Acquiror or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code any of its Affiliates as a result of such Damages in the taxable year in which payment is to be made the event giving rise to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, claim for indemnification hereunder occurred. An Indemnified Person shall be deemed to be the last payment made have “actually realized” a net Tax benefit to the Executive 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 first for Indemnifying Parties to subrogate to Stockholders’ Agent and the Indemnifying Parties’ applicable rights of recovery which an income tax deductionthe 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 anyit would require any Indemnified Persons to incur any costs, has been disallowed; and (iii) any compensatory amounts expenses or liabilities that would not be recoverable Damages). Any liability for which indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a deduction is denied breach or other violation of more than one representation, warranty, covenant, agreement, certificate or certification. Notwithstanding anything to the Employer shallcontrary in this Agreement, at the Employer's election, serve to first reduce the Employer's Indemnifying Parties shall have no obligation to make the monthly Annual Benefit payments otherwise due and payable to the Executive under the terms of this Agreement. The Executive recognizes that, indemnify any Indemnified Person in this regard, limitations on deductibility may be imposed under, but not limited to, Code Section 280G. Consistent connection with the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 breach of Section 280G of the Code (or the Annual Benefit/Schedule B Annuity is reduced 3.11(k) with respect to zero (0)). For purposes of this limitation: (a) No portion of the Total Payments, the receipt or enjoyment of Viruses about which the Executive shall have effectively waived in writing Target had no Knowledge prior to the date of payment Closing, other than in connection with a Third Party Claim. Furthermore, notwithstanding anything to the contrary in this Agreement, in no event will any Indemnified Person be indemnified for any Damages pursuant to this Section 7 related to or arising from the amount, value or condition of any future Annual Benefit Tax asset or Schedule B Annuity paymentsattribute (e.g., shall be taken into account; (bnet operating loss carry-forward or tax credit carry-forward) No portion of the Total Payments shall be taken into account, which in the opinion Target existing as of the tax counsel selected by Closing Date or the Employer and acceptable to the Executiveability of Acquiror, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) above; and (d) The value of any non-cash benefit Target or any deferred payment of their affiliates to utilize any such Tax asset or benefit included in the Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Codeattribute during any post-Closing Tax period.

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) 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 the Annual Benefit Indemnified Party) from any insurer (excluding self-insurance or the Schedule B Annuity, as the case may be, shall be limited to that amount of the Annual Benefit captive insurance) or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; other Person then liable for such Losses. (ii) If any Indemnified Parties receive any amounts under insurance coverage or from any Person with respect to Losses sustained at any time subsequent to any payment to such Indemnified Parties pursuant to this Article IX, then such Indemnified Parties shall promptly reimburse the Annual Benefit amount or applicable parties providing indemnification (collectively, the Schedule B Annuity, as the case may be, shall be deemed “Indemnifying Parties”) (to be the last an account designated by such Indemnifying Parties) for any payment made up to such amount received under insurance coverage with respect to such Losses (subject to the Executive and the first for which an income tax deduction, if any, has been disallowed; and limitations set forth in subsection (i) above). (iii) any compensatory amounts No claim for which a deduction indemnification may be asserted under Section 9.2(a)(i) or Section 9.2(b)(i), as applicable, following the expiration of the applicable survival period, as provided in Section 9.1, of the representation or warranty that is denied to the Employer shallbasis for such claim; provided, however, that if, 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 time prior to the date expiration of payment the applicable survival period, an Indemnified Party delivers to the Seller Representative or Buyer, as applicable, a written notice of an alleged inaccuracy or breach of any future Annual Benefit representation or Schedule B Annuity paymentswarranty, then the claim asserted in such notice shall be taken into account; (b) No portion of survive the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer applicable expiration date until such time as such claim is fully and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Codefinally resolved.

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 Notwithstanding anything contained herein to the contrary: contrary in this Agreement: (i) in the case of Excluded Matters, 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 in an Indemnity Claim Notice with respect to a breach of representation or warranty delivered hereunder after the expiration of the applicable survival period of such representation or warranty set forth in Section 11.1. Each party shall (and shall cause its Affiliates to) use commercially reasonable efforts to mitigate Losses for which indemnification is provided to it under this ARTICLE 11. (iv) The amount of any Losses 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 insurance payment that covers such Loss for which it has already received an indemnification payment. (v) Parent shall not be entitled to make any claim for indemnification with respect to the Annual Benefit or amount of any Loss that has been expressly taken into account in the Schedule B Annuityfinal Closing Working Capital, as and the case may be, amount of any Loss for which indemnification is provided under this ARTICLE 11 shall be limited to that calculated net of any such amount of the Annual Benefit expressly taken into account in determining any accruals, reserves or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code provisions reflected in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Codefinal Closing Working Capital.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges and agrees that the parties have entered into (a) Notwithstanding anything in 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, nothing in this Section 11.07 shall apply in respect of the provisions set out in Section 11.01(a)(iv), Section 11.01(a)(v) and Section 11.02(a)(vi). (b) Notwithstanding anything in this Agreement to the contrary, no Acquiror Indemnified Party will be entitled to indemnification pursuant to this Article XI or otherwise for any 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 blu Brand Business prior to or at the Closing; (ii) any Transferred Assets or Assumed Liabilities, to the extent related to the blu Brand Business; or (iii) the failure of any representations or warranties made by RAI in this Agreement or in any Ancillary Agreement, other than Fundamental Representations, to be true and correct to the 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 Losses under this Article XI, the payment under this Article XI with respect to such Losses shall be reduced by the amount of such insurance proceeds or other recoveries actually received, in each case, net of any costs and expenses (including reasonable fees and expenses of attorneys), deductibles, retentions, or increase in premiums incurred in connection with or as a result of collecting such proceeds or other recoveries (such net amount, a “Net Recovery”). If an Indemnified Party actually receives any insurance proceeds or other recoveries from third parties (other than any Indemnifying Party) pursuant to indemnification or otherwise after being indemnified with respect to all or a portion of any Losses under this Article XI, the Indemnified Party shall pay to the Indemnifying Party who made such payment the lesser of (i) the amount of the Annual Benefit or the Schedule B Annuity, as the case may be, shall be limited Net Recovery with respect to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; such Losses and (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made paid by such Indemnifying Party to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) any compensatory amounts for which a deduction is denied Indemnified Party with respect 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Codesuch Losses.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges and agrees that the parties have entered into Notwithstanding any provision of 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) the amount of the Annual Benefit or the Schedule B Annuity, as the case may be, any Loss for which indemnification is provided under this ARTICLE VIII shall be limited net of any amounts covered under insurance policies in effect and applicable to that amount such Loss (including the R&W Insurance Policy) (such recoveries, however, calculated net of the Annual Benefit any collection costs and reserves, expenses, deductibles or Schedule B Annuity premium adjustments or retrospectively rated premiums (as determined without regard in good faith by an Indemnitee) incurred or paid to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made procure such recoveries); provided that, other than pursuant to the Executive; 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 it will not seek, and is not entitled to, indemnification for special, punitive or 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 Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, other party has been disallowed; and advised of the 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 shall not be limited by (x) any compensatory amounts for which a deduction is denied investigation by or on behalf of, or disclosure 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 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 the foregoing, and (other than in the event that Seller Disclosure Schedule, subject to any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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"limitations expressly set forth therein), will not be deductible (in whole any Indemnitee at 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 Closing regarding any failure, breach or other event or circumstance or (y) any waiver of any future Annual Benefit 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 Schedule B Annuity paymentsmay not be subject to different limitations depending on such characterization, then such Indemnitee shall be taken into accounthave the right to characterize such claim in a manner that maximizes the recovery and time to assert such Claim permitted in accordance with this ARTICLE VIII; (biv) No portion of notwithstanding Section 8.6(d)(iii) or anything to the Total Payments contrary set forth herein, no party shall be taken into accountentitled to any payment, which in the opinion of the tax counsel selected by the Employer and acceptable adjustment or indemnification more than once with respect to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) abovesame matter; and (dv) The value of Buyer and Seller shall reasonably cooperate with each other with respect to resolving any non-cash benefit claim or any deferred payment or benefit included in liability with respect to which one party is obligated to indemnify the Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Codeother party hereunder.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY(a) 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. The Executive acknowledges 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 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) the amount of the Annual Benefit or the Schedule B Annuityany Losses resulting from such breach, as the case may bemateriality, Material Adverse Effect, and other similar qualifiers shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account;disregarded. (b) No portion 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 Total Payments Basket. The aggregate amount of all Losses for which the Purchaser shall be taken into account, which in required to pay or be liable for breaches of representations or warranties pursuant to Section 7.2(a) shall not exceed the opinion of 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;Cap. (c) Future Annual Benefit/Schedule B Annuity payments Notwithstanding anything to the contrary, the Basket and Cap described above shall not apply with respect to any Fundamental Representation or, for avoidance of doubt, fraud or a breach of any covenant or agreement made herein. The aggregate amount of all Losses for which the Seller Parties shall be reduced only liable pursuant to Section 7.1(a) solely with respect to any breach or inaccuracy of any Fundamental Representation shall be an amount equal to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the CodeBase Price.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. The Executive acknowledges (a) If and agrees that the parties have entered into 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 based upon by the certain financial and tax accounting assumptions. Accordinglyother party (such payments, with “Insurance Reimbursements”), then such Indemnified Party shall accept such Insurance Reimbursements as full knowledge of the potential consequences the Executive agrees that, notwithstanding anything contained herein to the contrary: (i) the amount of the Annual Benefit or the Schedule B Annuitypartial 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 be limited to that reimburse the indemnifying party in the amount of Insurance Reimbursements actually received subject to each of the Annual Benefit or Schedule B Annuity following limitations: (determined without regard i) the indemnifying party shall not be entitled to this Paragraph 6) which will be deductible receive the first $200,000 of Insurance Reimbursements received by the Employer under the Code in the year in which payment is to be made to the Executive; Indemnified Party, (ii) the Annual Benefit amount or indemnifying party shall not be entitled to receive any Insurance Reimbursements in excess of Damages actually paid by the Schedule B Annuityindemnifying party, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) any compensatory amounts for which a deduction is denied the indemnifying party shall not be entitled to receive Insurance Reimbursements to the Employer shall, at extent such Insurance Reimbursements relate to Damages suffered by the Employer's election, serve to first reduce Indemnified Party after the Employer's obligation to make aggregate amount of Damages paid by the monthly Annual Benefit payments otherwise due and payable indemnifying party exceeds the Contributing Stockholder Indemnity Cap if the indemnifying party is the Contributing Stockholder. Notwithstanding anything in this Agreement to the Executive under contrary, the terms Parties agree and acknowledge that if an indemnifying party receives a set-off or actual payment with respect to Insurance Reimbursements, the amount of this AgreementDamages 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. The Executive recognizes thatFurther, the Company and the Contributing Stockholder expressly agree and acknowledge that nothing in this regard, limitations on deductibility may be imposed under, but not limited to, Code Section 280G. Consistent with the foregoingAgreement obligates either party to submit any claims for Insurance Reimbursements to any insurance provider, and in the event that failure to submit any clam to an insurance provider shall not be asserted as a defense to payment of Damages or benefit received or an offset for failure to be received by the Executive, whether payable pursuant mitigate Damages. (b) Notwithstanding anything to the terms of contrary contained in this Agreement or any other plan, arrangement or agreement with the Employer (together with the Annual Benefit or the Schedule B AnnuitySection 9, the "Total Payments"), will Company shall not be deductible (in whole or in part) deemed to have incurred Damages as a result of Code Section 280G, the Annual Benefit a Breach of any representation or the Schedule B Annuity, shall be reduced until no portion warranty of the Total Payments 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 nondeductible 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 this Section 9.10(b) does not exceed the amount of P&L Liabilities recorded historically by the Contributing Stockholder with respect to the particular item which had given rise to such Damages, and (iii) the Company shall have received as part of the Contributed Assets the full benefits associated with the P&L Liability 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 Company would have effectively waived in writing prior been deemed not to the date of payment of any future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer and acceptable have incurred Damages pursuant to the Executive, does not constitute a "parachute payment" within the meaning of this Section 280G of the Code; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Code9.10(b).

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY(i) The amount of any Damages incurred by any Indemnified Parties shall be reduced by the amount such Indemnified Parties are entitled to and actually recover (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer or other Person then liable for such Damages. (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 Indemnified Parties receive any amounts under insurance coverage or from any Person with respect to Damages sustained at any time subsequent to any payment to such Indemnified Parties pursuant to this Article VII, then such Indemnified Parties shall promptly 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 recovery of such amount. 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 Notwithstanding anything contained herein to the contrary: (i) , the amount of the Annual Benefit or the Schedule B Annuity, as the case may be, any Damages shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 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 the foregoing, and in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms 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 whole or in part) as a result of Code Section 280G, the Annual Benefit or the Schedule B Annuity, shall also 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that any Indemnified Parties are effectively held harmless or otherwise compensated for such Damages other than pursuant to this Article VII. (iv) No claim for indemnification may be asserted following the expiration, as provided in Section 7.1, of the representation, warranty, covenant or agreement that is the basis for the claim, and the parties expressly acknowledge that the Total Payments intent of the foregoing is to modify the applicable statute of limitations that would otherwise apply to a claim based on any such matters. (other than those referred v) No claim for indemnification 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 in clauses the subject matter underlying such claim, plus sixty (a60) 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 (bSection 7.2(l) above in their entirety) constitute reasonable compensation following the expiration of the applicable statute of limitations that would otherwise apply to the subject matter underlying such claim. No claim for services actually rendered within indemnification may be asserted on the meaning basis of Section 280G of 7.2(i) and Section 7.2(j) following 11:59 P.M. Pacific time on the Code, in date that is three (3) years after 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the CodeClosing Date.

Additional Limitations. ON THE AMOUNT OF THE ANNUAL BENEFIT/SCHEDULE B ANNUITY. 9.6.1 The Executive acknowledges and agrees that amount of any Losses of any Person subject to indemnification under this Article 9 shall be reduced by the parties have entered into this Agreement based upon amount, if any, received by the certain financial and tax accounting assumptions. AccordinglyClaimant from any third Person (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 full knowledge 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 potential consequences same Losses for which indemnification was made and such Third Party Reimbursement was not taken into account in assessing the Executive agrees thatamount of indemnifiable Losses, notwithstanding anything contained herein 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 contrary: (i) Indemnifying Party up to the amount of the Annual Benefit indemnification paid by the Indemnifying Party pursuant to this Agreement. 9.6.2 Notwithstanding anything to the contrary contained in this Article 9, the Parties shall use their respective commercially reasonable efforts to cooperate to make available any insurance coverage or other Third Party Reimbursements for third party claims subject to the reasonable discretion of Buyer regarding whether it will separately pursue any such Third Party Reimbursement. Upon Sellers’ or the Schedule B AnnuityCompany’s request, as the case may be, Buyer shall be limited take any steps necessary to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which will be deductible by the Employer under the Code in the year in which payment is to be made to the Executive; (ii) the Annual Benefit amount or the Schedule B Annuity, as the case may be, shall be deemed to be the last payment made to the Executive provide Sellers and the first Company with the right of subrogation to pursue any insurance coverage or other Third Party Reimbursements for which an income tax deduction, if any, has been disallowed; and (iii) 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 the terms of this Agreementthird party claims. The Executive recognizes that, Nothing contained in this regardparagraph shall require any party to maintain, limitations on deductibility may be imposed undercontinue or obtain any insurance coverage. 9.6.3 EXCEPT IN THE EVENT OF A THIRD PARTY CLAIM OR CRIMINAL VIOLATIONS OF LAW, but not limited toNO CLAIMS OR CAUSES OF ACTION ARISING UNDER OR RESULTING FROM THIS AGREEMENT, Code Section 280G. Consistent with the foregoingOTHER 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, and in the event that any payment or benefit received or to be received by the ExecutiveSPECIAL, whether payable pursuant to the terms of this Agreement or any other planEXEMPLARY, arrangement or agreement with the Employer CONTINGENT, INCIDENTAL, SPECULATIVE, CONSEQUENTIAL DAMAGES THAT ARE NOT REASONABLY FORESEEABLE BY SUCH OTHER PARTY (together with the Annual Benefit or the Schedule B Annuity, the "Total Payments"INCLUDING LOST PROFITS OR REVENUE) OR FOR DIMINUTION IN VALUE (OTHER 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), will not be deductible (in 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 future Annual Benefit or Schedule B Annuity payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of 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; (c) Future Annual Benefit/Schedule B Annuity payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the 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 Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Code.

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(a) Except for Losses resulting from a Third Party Claim, with full knowledge of the potential consequences the Executive agrees that, notwithstanding anything contained herein to the contrary: (i) the amount of the Annual Benefit or the Schedule B Annuity, as the case may be, shall be limited to that amount of the Annual Benefit or Schedule B Annuity (determined without regard to this Paragraph 6) which no Person will be deductible by the Employer entitled to indemnification under the Code in the year in which payment is to be made to the Executive; this Article X for punitive, exemplary or special damages or damages that are not reasonably foreseeable (ii) the Annual Benefit amount or the Schedule B Annuity, except such items as the case may be, shall be deemed to be the last payment made to the Executive and the first for which an income tax deduction, if any, has been disallowed; and (iii) 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 the terms of this Agreement. The Executive recognizes that, in this regard, limitations on deductibility Party may be imposed under, but not limited to, Code Section 280G. Consistent with the foregoing, and in the event that any payment or benefit received or required to be received by the Executive, whether payable pursuant pay to the terms 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 whole or in part) a third party 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)third party claim). For purposes of Notwithstanding anything in this limitation: (a) No portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior Agreement to the date of payment of any future Annual Benefit or Schedule B Annuity paymentscontrary, shall no Person will be taken into account;entitled to be compensated more than once for the same Loss. (b) No portion of Person will be entitled to recover any indemnification payment or other amounts due from any other Party hereunder by retaining and setting off the Total Payments shall be taken into accountamounts (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, which in the opinion of 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;including any Ancillary Agreement. (c) Future Annual Benefit/Schedule B Annuity payments shall No Buyer Indemnified Person will be reduced only entitled to indemnification under this Article X for Taxes or Losses related to Taxes for any taxable period or portion thereof beginning after the extent necessary so that Closing Date. (d) For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty, and for purposes of determining the Total Payments amount of Losses resulting therefrom, all qualifications or exceptions in any representation or warranty (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within Section 5.04(a), the meaning first sentence of Section 280G 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 terms “material”, “materiality”, “in 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 understanding of the CodeParties that for purposes of determining liability under this Article X, the representations and warranties of the Parties contained in this Agreement (subject to the opinion of tax counsel referred to in clause (bexceptions noted above) above; and (d) The value of any non-cash benefit or any deferred payment or benefit shall be read as if such terms and phrases were not included in the Total Payments shall be determined by the Employer's independent auditors in accordance with the principles of Section 280G of the Codethem.