Common use of Certain Limitations on Indemnification Clause in Contracts

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to the contrary set forth herein, no Party shall have any indemnification obligations under Section 8.2(a)(i) or Section 8.2(b)(i), (i) for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimis, unless the aggregate amount of all such Losses exceeds $1,500,000, in which case all Losses shall be indemnified from the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, exceed $15,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to any breaches of Fundamental Representations. (b) In no event shall the aggregate indemnification to be paid by any Party pursuant to Article VIII exceed an amount in value equal to value of the Consideration as of the Closing. (c) No representation or warranty contained herein shall be deemed untrue or incorrect, and a Party shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which the other Party is aware as of the Closing Date. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in this Article VIII shall be the sole and exclusive remedy of any Party against any other Party or its Affiliates at Law or in equity relating to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing Date.

Certain Limitations on Indemnification. (ai) No claim may be asserted nor may any action be commenced against a Party hereto for breach of any representation, warranty, covenant or agreement contained herein unless written notice of such claim or action is received by such Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 6.3(a). (ii) Notwithstanding the foregoing or anything to the contrary set forth herein, no Party shall have any indemnification obligations under Section 8.2(a)(i) or Section 8.2(b)(i), contained in this Agreement: (i) Bimini shall not be liable for any individual item where claim for indemnification pursuant to this Section 6.3, unless and until the Loss relating thereto is less than aggregate amount of indemnifiable Damages to the Parent Indemnified Parties which may be recovered from Bimini equals or exceeds $500,000 (the “De Minimis”) 200,000, after which Bimini shall be liable to such parties only for those Damages in excess of $200,000; and (ii) the maximum amount of indemnifiable Damages which may be recovered from Bimini pursuant to this Section 6.3 shall not exceed the value of the Claim Shares as determined in respect of each individual item where accordance with Section 1.12 (the Loss relating thereto is equal “Aggregate Cap”). (iii) Notwithstanding anything to or greater than the De Minimiscontrary contained in this Agreement: (i) Parent shall not be liable for any claim for indemnification pursuant to this Section 6.3, unless and until the aggregate amount of all such Losses indemnifiable Damages to the Company Indemnified Parties which may be recovered from Parent equals or exceeds $1,500,000200,000, in after which case all Losses Parent shall be indemnified liable to such party only for those Damages in excess of $200,000; and (ii) except with respect to the Merger Consideration, the maximum amount of indemnifiable Damages which may be recovered from the first dollar. In no event Parent pursuant to this Section 6.3 shall the aggregate indemnification not exceed an amount equal to be (x) $2,300,000 less (y) 10% of any amounts paid by any Party Parent to redeem Ordinary Shares in the Tender Offer pursuant to Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, exceed $15,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to any breaches of Fundamental Representations6.5. (biv) In no event shall Subject to the aggregate indemnification terms and conditions of this Section 6.3 and Section 1.12, the indemnities set forth above in Section 6.3(b) of this Agreement will be satisfied solely through the surrender by Bimini (without any payment therefor by the Parent Indemnified Parties) to be paid by any Party pursuant Parent, in lieu of cash (subject to Article VIII exceed an amount Bimini’s right of substitution contained in value equal to value Section 1.12), of a portion of the Consideration Claim Shares as determined in accordance with Section 1.12 of this Agreement (such surrender of such Claim Shares in satisfaction of Damages, the “Equitable Recoupment”). Except in the case of fraud, gross negligence, willful misconduct or intentional breach (the “Additional Remedies”), following the Closing. (c) No representation or warranty contained herein shall be deemed untrue or incorrect, and a Party the Parent Indemnified Parties shall not be deemed entitled to have breached a representation or warrantypursue any claims for indemnification against Bimini and its affiliates (including the Company) pursuant to this Agreement other than through the aforementioned Equitable Recoupment, as a consequence it being agreed that, except for the Additional Remedies and the provisions of the existence of any factSection 10.10 below, circumstance or event of which the other Party such Equitable Recoupment is aware as of the Closing Date. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in this Article VIII shall be the sole and exclusive remedy of the Parent Indemnified Parties with respect to any Party against any other Party and all indemnification claims regarding this Agreement and the transactions contemplated hereby following the Closing. (v) (A) In the event that Parent is obligated to pay an amount to Bimini pursuant to Section 6.3(c) (the “Indemnification Amount”), Parent or its Affiliates at Law or affiliates, as applicable, shall pay to Bimini, from the Indemnification Amount deposited into escrow in equity relating accordance with Section 6.3(d)(v)(B), an amount equal to the Transaction Documentslesser of (I) the Indemnification Amount and (II) the sum of (x) the maximum amount that can be paid to Bimini without causing Bimini to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”), any other document as determined by Bimini’s independent certified public accountants, plus (y) in the event Bimini receives either (1) a ruling from the Internal Revenue Service described in Section 6.3(d)(v)(C) or certificate delivered (2) an opinion from Bimini’s outside counsel as described in connection herewith or therewithSection 6.3(d)(v)(C), or an amount equal to the assets and liabilities of SRP or any applicable Law or otherwise; providedIndemnification Amount, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by less the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing Dateamount payable under clause (x) above.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to the contrary set forth herein, no Party Sellers shall have not be liable to any indemnification obligations under Purchaser Indemnified Parties for any Losses with respect to the matters contained in Section 8.2(a)(i) or Section 8.2(b)(i11.2(a)(i), (i) for any individual item item, or series of related items, where the Loss Losses relating thereto is are less than $500,000 25,000 (the “De MinimisMinimis Amount”) and any such items shall not be aggregated for purposes of clause (ii) in respect of each individual item where the Loss relating thereto is this Section 11.4(a), (ii) unless such Losses exceed an aggregate amount equal to or greater than $400,000 (the De Minimis, unless “Deductible Amount”) and then only for Losses in excess of the Deductible Amount and (iii) in excess of $5,000,000 in the aggregate amount of all such Losses exceeds $1,500,000, in which case all Losses shall be indemnified from (the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(i“Cap”), as applicable, exceed $15,000,000. Notwithstanding the foregoing, provided that each of the limitations set forth in this Section 8.4(athe foregoing clauses (i), (ii) and (iii) shall not apply to Losses with respect to the Fundamental Representations of Sellers. Notwithstanding anything to the contrary herein, Sellers shall not be liable to any breaches Purchaser Indemnified Parties for any Losses with respect to the matters contained in Section 11.2(a)(i) in the aggregate in excess of Fundamental Representationsthe sum of (x) the Purchase Price and (y) the Earnout Amount actually paid by Purchaser to Seller pursuant to Section 3.3. (b) In no event Notwithstanding anything to the contrary herein, Purchaser shall not be liable to any Seller Indemnified Parties for any Losses with respect to the matters contained in Section 11.3(a)(i), (i) for any individual item, or series of related items, where the Losses relating thereto are less than the De Minimis Amount and any such items shall not be aggregated for purposes of clause (ii) of this Section 11.4(b), (ii) unless such Losses exceed an aggregate amount equal to the Deductible Amount and then only for Losses in excess of the Deductible Amount and (iii) in excess of the Cap in the aggregate, provided that each of the limitations in the foregoing clauses (i),(ii) and (iii) shall not apply to Losses with respect to the Fundamental Representations of Purchaser. Notwithstanding anything to the contrary herein, Purchaser shall not be liable to any Seller Indemnified Parties for any Losses with respect the matters contained in Section 11.3(a)(i) in the aggregate indemnification to be in excess of the sum of (x) the Purchase Price and (y) the Earnout Amount actually paid by any Party Purchaser to Seller pursuant to Article VIII exceed an amount in value equal to value of the Consideration as of the ClosingSection 3.3. (c) No representation or warranty contained herein Indemnifying Party shall be deemed untrue or incorrect, and a Party shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which the other Party is aware as of the Closing Date. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in liable under this Article VIII shall be the sole and exclusive remedy of XI for any Party against any other Party or its Affiliates at Law or in equity relating punitive damages, except to the Transaction Documents, any extent awarded by a court of competent jurisdiction to a Person other document than an Indemnified Party pursuant to a Third-Party Claim or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing DateGovernmental Entity.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything provisions of this Article X, except with respect to the contrary set forth hereinLosses arising from Exceptional Matters, no Party neither party shall have any indemnification obligations for Losses under Section 8.2(a)(iSections 10.2(a)(i)-(ii) or Section 8.2(b)(i), (iSections 10.3(a)(i)-(ii) for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimis, unless the aggregate amount of all such Losses exceeds $1,500,000125,000 (the “Basket”); provided, in which case all Losses that after the Basket is exceeded, the indemnified party shall be indemnified from the first dollar. In no event shall the aggregate indemnification entitled to be paid by the entire amount of any Party pursuant to Section 8.2(a)(iLosses. (b) or Section 8.2(b)(i)Notwithstanding anything in this Article X, as applicable, exceed $15,000,000. Notwithstanding (i) the foregoing, the limitations limitation requiring notice of any Indemnification Claim within a specific time period set forth in this Section 8.4(a10.1(a) shall not apply to any breaches claims for indemnification in respect of Fundamental Representations. (b) In no event shall the aggregate indemnification Losses related to be paid by any Party pursuant to Article VIII exceed an amount in value equal to value or arising out of the Consideration as matters set forth in Sections 10.2(a)(iii) or 10.3(a)(iii)-(iv) and (ii) the Basket set forth in Section 10.5(a) shall not apply to claims for indemnification in respect of Losses related to or arising out of the Closingmatters set forth in Sections 10.2(a)(iii) or 10.3(a)(iii)-(iv). (c) No representation or warranty contained herein shall be deemed untrue or incorrect, and a Party Seller shall not be deemed required to indemnify any Purchaser Indemnified Party and Purchaser shall not be required to indemnify any Seller Indemnified Party to the extent of any Losses that a court of competent jurisdiction or a mutually selected arbitrator shall have determined by final judgment to have breached a representation resulted from the bad faith, gross negligence or warranty, as a consequence willful misconduct of the existence of any fact, circumstance or event of which the other Party is aware as of the Closing Dateparty seeking indemnification. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYNo party shall, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIALin any event, PUNITIVEbe liable to any other Person for any consequential, EXEMPLARYincidental, CONSEQUENTIALindirect, INCIDENTAL OR INDIRECT DAMAGESspecial or punitive damages of such other Person, INCLUDING LOSS OF FUTURE REVENUEincluding loss of revenue, INCOME OR PROFITSincome or profits, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT)diminution of value or loss of business opportunity relating to the breach or alleged breach hereof. (e) From and after the Closing DateNotwithstanding any other provision of this Agreement (but subject to Sections 10.8(b)), the indemnities provided in maximum aggregate liability of Seller to the Purchaser Indemnified Parties or the maximum aggregate liability of Purchaser to the Seller Indemnified Parties pursuant to this Article VIII X or otherwise under this Agreement, Applicable Law or otherwise with respect to the purchase and sale of the Purchased Assets shall be the sole and exclusive remedy of any Party against any other Party or its Affiliates at Law or in equity relating limited to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwiseIndemnification Cap (as such term is defined below); provided, however, that nothing the Indemnification Cap shall not apply to Losses related to or arising out of the matters set forth in Sections 7.7, 10.2(a)(iii) and 10.3(a)(iii)-(iv). The “Indemnification Cap” shall mean, at the time of any required payment under this Agreement Article X, (x) the then-remaining Escrowed Shares, or (y) at Seller’s sole option, an amount in cash equal to the aggregate fair market value of the then-remaining Escrowed Shares, which shall prevent any Party from seeking be calculated based on (A) the fair market value per share of the Preferred Escrowed Shares of $2.286 and (B) the fair value per share of the Common Escrowed Shares in effect on the date on which a Notice of Claim (or, in the case of an injunction or injunctions Indemnification Claim pursuant to prevent breaches Section 10.4(b), the date of this Agreement the required written notice delivered by the other Parties indemnified party) is delivered, as determined by Purchaser’s Board of Directors at or pursuant to the meeting or action of such Board of Directors closest to and prior to enforce specifically such date; provided that, for purposes of Article X and during the terms and provisions hereof that expressly survive Survival Period, the Closing Datefair market value per share of the Common Escrowed Shares shall not be less than $0.30 or more than $2.286 (the “Common Per Share Value”).

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything The indemnification provided for in Section 9.3 and Section 9.4 is subject to the contrary set forth hereinfollowing limitations: (i) The Seller shall not be liable to the Buyer Indemnified Parties for any Losses with respect to the matters described in Section 9.3(a) (except for Losses resulting from, no Party arising out of or related to any breach or inaccuracy of any Company Fundamental Representation) unless such Losses exceed an aggregate amount equal to $2,375,000.00 (the “Deductible Amount”) and then only for Losses in excess of the Deductible Amount. (ii) The maximum aggregate Liability of the Seller to indemnify the Buyer Indemnified Parties for claims (x) described in Section 9.3(a) (except for claims resulting from, arising out of or related to any breach or inaccuracy of any Company Fundamental Representation) shall not exceed $2,375,000.00 (the “Cap”), and (y) resulting from, arising out of, or related to matters described in Section 9.3 shall not exceed the Base Closing Cash Amount. (iii) The maximum aggregate Liability of the Buyer to indemnify the Seller Indemnified Parties for claims resulting from, arising out of, or related to matters described in Section 9.4(a) and/or Section 9.4(b) shall not exceed the Base Closing Cash Amount. (iv) Neither the Seller nor Buyer shall have any indemnification obligations under Section 8.2(a)(i) or Section 8.2(b)(i), (i) for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) liabilities in respect of each individual item where Section 9.3 or Section 9.4 from and after the Loss relating thereto is equal to applicable Survival Date; provided that any claim for indemnity made by a Buyer Indemnified Party or greater than Seller Indemnified Party under Section 9.3 or Section 9.4, as the De Minimis, unless the aggregate amount of all such Losses exceeds $1,500,000case may be, in which case all Losses accordance with the terms of this Article IX, prior to the expiration of the applicable Survival Date will survive beyond the applicable Survival Date until such claim is finally and conclusively resolved. (v) Neither any Indemnified Party, nor any Indemnified Parties as a group or class, shall be indemnified entitled to recover from the first dollar. In no event shall the aggregate indemnification to be paid by any an Indemnifying Party pursuant to Section 8.2(a)(ithis Article IX more than once in respect of the same Losses suffered. (vi) An Indemnifying Party shall not be liable for any Losses in respect of any Liability or Section 8.2(b)(iLoss which is contingent unless and until such contingent Liability or Loss becomes an actual Liability or Loss and is due and payable. (vii) The Seller shall not be liable under this Article IX for any Losses in respect of any claim or any matter, act, omission or circumstance (or any combination thereof) that would not have occurred but for: (A) any action taken or omitted to the extent expressly required by this Agreement or otherwise at the request of or with the written approval of any Buyer Indemnified Party; (B) any action taken or omitted by any Buyer Indemnified Party after the Closing (including any reorganization, transfer or sale of any Purchased Company or its business), as applicable, exceed $15,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(aand/or (C) shall not apply to any breaches of Fundamental RepresentationsNon-Permitted Testing. (b) In Each Indemnified Party shall use its reasonable best efforts to mitigate any indemnifiable Loss, and in the event that such Indemnified Party fails to so mitigate an indemnifiable Loss, the applicable Indemnifying Party shall have no event shall the aggregate indemnification to be paid by Liability for any portion of such Loss that reasonably could have been avoided had such Indemnified Party pursuant to Article VIII exceed an amount in value equal to value of the Consideration as of the Closingmade such efforts. (c) No representation Notwithstanding anything to the contrary herein, except for a Fraud Claim and except as provided in Section 2.7 (Post-Closing Purchase Price Adjustment), Article VII (Tax Matters), Article X (Termination), Section 11.6 (Equitable Relief), or warranty contained herein shall be deemed untrue Section 11.17 (Prevailing Party), the rights and remedies of an Indemnified Party under this Article IX are exclusive and in lieu of any and all other rights and remedies which such Indemnified Party may have under this Agreement or incorrectany Ancillary Agreement or otherwise against each other with respect to this Agreement or any Ancillary Agreement and with respect to the transactions contemplated hereby or thereby, and a Party shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which the other Party is aware as of the Closing Date. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing DateBuyer, the indemnities provided in this Article VIII shall be Company and the sole Seller each expressly waives and exclusive remedy releases and agrees to waive and release any and all other rights or causes of any Party against any other Party action it or its Affiliates at Law may have against the other party or its Affiliates now or in equity relating the future under any Law (regardless of the theory of recourse) with respect to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing Datepreceding matters.

Certain Limitations on Indemnification. (a) Notwithstanding After the foregoing Closing, except with respect to Losses (x) arising out of inaccuracies in or anything breaches of the representations and warranties contained in the first sentence of Section 3.1 and Sections 3.2 and 3.4, (y) arising out of fraud, bad faith, intentional misrepresentation or intentional omission by SRGL, SRGL shall not be required to the contrary set forth herein, no Party shall have any indemnification obligations indemnify Investor Indemnitees for Losses under Section 8.2(a)(i9.2(x)(a), or (z) or indemnified pursuant to Section 8.2(b)(i9.2(y), (i) for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimis, unless until the aggregate amount of all such Losses exceeds $1,500,0001% (or 2% only in the case of Losses arising out of inaccuracies in or breaches of the representations and warranties contained in Section 3.10) of the Aggregate Consideration (the "Threshold"), in which case event SRGL shall be responsible for all Losses shall be indemnified from the first dollar. In no event shall dollar of such Losses, whether or not in excess of the Threshold or (ii) for Losses in the aggregate indemnification to be paid by in excess of $100,000,000 (or $125,000,000 only in the case of Losses arising out of inaccuracies in or breaches of the representations and warranties contained in Section 3.10 and attributable or related to, or discovered in any Party pursuant to Section 8.2(a)(i) currently notified or Section 8.2(b)(i)pending audit or Proceeding of any Governmental Entity, as applicable, exceed $15,000,000. Notwithstanding the foregoing, same may be expanded in scope following the limitations set forth in date of this Section 8.4(aAgreement) shall not apply to any breaches of Fundamental Representations(the "Cap"). (b) In no event After the Closing, except with respect to Losses arising out of (x) inaccuracies in or breaches of the representations and warranties contained in the first sentence of Section 4.1 and Section 4.2, or (y) fraud, bad faith, intentional misrepresentation or intentional omission by Investors, neither Investor shall be required to indemnify SRGL Indemnitees for Losses under Section 9.3(a), (i) until the aggregate indemnification to amount of all such Losses exceeds the Threshold, in which event such Investor shall be paid by any Party pursuant to Article VIII exceed an amount responsible for all Losses, whether or not in value equal to value excess of the Consideration as Threshold from the first dollar of the Closingsuch Losses, or (ii) for Losses in excess of $50,000,000 per Investor. (c) No representation or warranty contained herein Any indemnification payment due to the Investor Indemnitees pursuant to this Article IX shall be deemed untrue satisfied (i) in the case of any out-of-pocket fees or incorrectexpenses (including the cost of enforcing their rights under this Article IX), by cash reimbursement thereof, and (ii) in the case of all other Losses, solely by adjustment of the number of Ordinary Shares into which the Convertible Shares are convertible in the manner set forth in the Convertible Shares Certificate of Designations. For the avoidance of doubt, (x) the number of Ordinary Shares into which the Convertible Shares are convertible by all holders thereof shall be adjusted as a Party result of clause (ii) of this Section 9.4(c), but only the Investor Indemnitees, and not other holders of the Convertible Shares, shall be eligible to make a claim for indemnification pursuant to this Article IX, and (y) the Investor Indemnitees' rights under this Article IX shall not be deemed to have breached a representation diminished by the sale, transfer or warranty, as a consequence assignment by Investors of the existence of Convertible Shares to any fact, circumstance or event of which the other Party is aware as of the Closing Dateperson. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYLosses of an Investor Indemnitee resulting from a diminution in value of an Investor's investment in SRGL shall be determined by an independent investment banking firm of national reputation agreed upon by SRGL and Investors (the "Valuation Bank"). The Valuation Bank shall determine such diminution in value based on changes in the valuation of SRGL using the valuation assumptions and models used by Investors at the time of their decision to purchase the Convertible Shares, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT)which Investors shall provide to the Valuation Bank in connection with such determination. The fees and expenses of the Valuation Bank shall be paid by SRGL. (e) From and after For purposes of determining the Closing Date, the indemnities provided in amount of Losses to be indemnified pursuant to this Article VIII IX (but not for purposes of determining whether an inaccuracy in or breach of any representation or warranty has occurred), any inaccuracy in or breach of any representation or warranty (other than the representation and warranty contained in Section 3.8) shall be the sole and exclusive remedy of determined without regard to any Party against any other Party materiality, "SRGL Material Adverse Effect," "Investor Material Adverse Effect" or its Affiliates at Law similar qualification contained in or in equity relating otherwise applicable to the Transaction Documents, any other document such representation or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing Datewarranty.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to the contrary set forth hereinprovisions of this Article X, no Party Seller other than the Seller Representative shall have any indemnification obligations pursuant to this Agreement, and neither the Seller Representative nor Purchaser shall have any indemnification obligations for Losses under Section 8.2(a)(i) or Section 8.2(b)(i), (i) for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”Sections 10.2(a)(i) and (ii), Sections 10.3(a)(i) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimisand (ii), as applicable, unless the aggregate amount of all such Losses exceeds $1,500,0002,500,000 (the “Basket”), in which case all Losses event the Seller Representative shall be indemnified liable for all such Losses from the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) the Seller Representative or Section 8.2(b)(i), as applicable, Purchaser under this Article X exceed $15,000,000. Notwithstanding 28,000,000 (the foregoing, “Cap”) other than with respect to breaches by the limitations set forth in this Section 8.4(a) shall not apply Seller Representative or Purchaser of any Fundamental Provision applicable to any breaches of Fundamental Representationssuch Party. (b) In no event Neither a Purchaser Indemnified Party nor a Seller Indemnified Party shall the aggregate be entitled to indemnification to be paid by any Party pursuant to Article VIII exceed an amount in value equal Section 10.2(a)(i) or (ii) or Section 10.3(a)(i) or (ii) with respect to value of the Consideration as of any matter with respect to which such Party had knowledge or waived compliance prior to the Closing. (c) No representation or warranty contained herein shall be deemed untrue or incorrect, and a Party Purchaser shall not be deemed make any claim for indemnification under this Article X or Article XI in respect of any matter to have breached a representation or warranty, as a consequence the extent that it is taken into account in the calculation of the existence of any fact, circumstance or event of which the other Party is aware as of the Closing DateFinal Purchase Price pursuant to Section 3.4. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYNotwithstanding anything to the contrary herein, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIALthe Seller Representative shall not be liable for, PUNITIVEand shall not indemnify Purchaser for, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and any Tax attributable to any Post-Closing Tax Period or portion of any Straddle Period beginning after the Closing Date, the indemnities provided in this Article VIII shall be the sole and exclusive remedy Date of any Party against any other Party or its Affiliates at Law or in equity relating Company (as determined pursuant to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing DateSection 11.3).

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing provisions of Sections 10.2 and 10.3, none of Seller Parent, Seller or anything to the contrary set forth herein, no Party Purchaser shall have any indemnification obligations for Losses under Section 8.2(a)(iSections 10.2(a)(ii) or Section 8.2(b)(i10.2(a)(vi), (i) for any individual item item, or group of items arising out of the same event, where the Loss relating thereto is less than Ten Thousand Dollars ($500,000 10,000). (b) Notwithstanding the “De Minimis”provisions of Sections 10.2 and 10.3, no claim for indemnification may be made or brought by any party hereto under Sections 10.2(a)(ii), 10.2(a)(v) or 10.2(a)(vi) after one (1) year from the date hereof; provided, however, that any obligation to indemnify and (ii) in hold harmless shall not terminate with respect of each individual item where to any Losses to which the Loss relating thereto is equal Person to or greater than the De Minimis, unless the aggregate amount of all such Losses exceeds $1,500,000, in which case all Losses shall be indemnified from shall have given notice in writing setting forth the first dollar. In specific claim and the basis therefor in reasonable detail to the indemnifying party in accordance with Section 10.4 prior to the applicable anniversary of the date of this Agreement; provided, further, however, that in no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) Seller Parent or Section 8.2(b)(iSeller under Sections 10.2(a)(ii), as applicable, 10.2(a)(v) and 10.2(a)(vi) exceed Five Million Dollars ($15,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to any breaches of Fundamental Representations. (b) In no event shall the aggregate indemnification to be paid by any Party pursuant to Article VIII exceed an amount in value equal to value of the Consideration as of the Closing5,000,000). (c) No representation or warranty contained herein Purchaser shall not make any claim for indemnification under this Article X in respect of any matter that is taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 3.3. (d) Solely for purposes of calculating Losses under Section 10.2(a)(ii) with respect to any finished good Inventory that is returned by a customer to Purchaser because such item of finished goods Inventory does not meet such customer's specifications, Seller Parent's and Seller's indemnification obligation for Losses of the Purchaser Indemnified Parties shall be deemed untrue or incorrect, and a Party shall not be deemed to have breached a representation or warranty, reduced by the value of such Inventory calculated as a consequence of the existence of any fact, circumstance or event of which the other Party is aware as of if such Inventory were considered Obsolete Goods on the Closing Date. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in this Article VIII shall be the sole and exclusive remedy of any Party against any other Party or its Affiliates at Law or in equity relating Notwithstanding anything to the Transaction Documentscontrary, if the representation contained in Section 5.17(d) with respect to the historical production and sales information for the Business from January 1, 2005 to October 31, 2005 is inaccurate by more than 10% for any other document of the (i) polyvinyl chloride (PVC), (ii) cross-linked polyethylene (XLPE) or certificate delivered (iii) silicone product lines, then Purchaser shall not be obligated to indemnify the Seller Indemnified Parties under Section 10.3(ii) for a breach of the covenants contained in connection herewith or therewith, or the assets Sections 8.1(e) and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions 8.1(f) with respect to prevent breaches of this Agreement by the other Parties Purchaser's failure to hire employees and to enforce specifically the terms and provisions hereof that expressly survive the Closing Datemaintain their employment.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to the contrary Except as set forth hereinin Section 10.5(b), no Party notwithstanding the provisions of this Article X, neither Seller, on the one hand, nor Purchaser, on the other hand, shall have any indemnification obligations for Losses under Section 8.2(a)(iSections 10.2(a)(i) or Section 8.2(b)(i10.3(a)(i), (i) for any individual item where item, or group of items arising out of the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) in respect of each individual item where same event, until the Loss relating thereto is equal to or greater than twenty thousand dollars ($20,000) (the De Minimis, unless the aggregate amount of all such Losses exceeds $1,500,000“Minor Claims Amount”), in which event Seller or Purchaser, as the case may be, shall be liable for all Losses shall be indemnified from the first dollar. In Subject to Section 10.5(b), in no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(iSeller or Purchaser under this Article X exceed nine hundred thousand dollars ($900,000)(the “Cap”). (b) or Section 8.2(b)(i), as applicable, exceed $15,000,000. Notwithstanding the foregoinganything in this Article X, the Cap and Minor Claims Amount limitations set forth in this Section 8.4(a10.5(a) shall not apply to any breaches claims for indemnification in respect of Fundamental Representations. (b) In no event shall the aggregate indemnification Losses related to be paid by any Party pursuant to Article VIII exceed an amount in value equal to value or arising out of the Consideration as of the Closingmatters set forth in Sections 10.2(a)(ii), (iii) and (iv) and Section 10.3(a)(ii), (iii) and (iv). (c) No representation or warranty contained herein Neither a Purchaser Indemnified Party nor a Seller Indemnified Party shall be deemed untrue entitled to indemnification pursuant to Section 10.2(a)(i) or incorrect(ii) or Section 10.3(a)(i) or (ii) with respect to any matter of which Purchaser or Seller, and a Party respectively, had actual knowledge and/or waived prior to the Closing. Seller shall not be deemed required to indemnify any Purchaser Indemnified Party and Purchaser shall not be required to indemnify any Seller Indemnified Party to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have breached a representation resulted from the bad faith, gross negligence or warranty, as a consequence willful misconduct of the existence of any fact, circumstance or event of which the other Party is aware as of the Closing Dateparty seeking indemnification. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing DateIn this Article X, the indemnities provided in this Article VIII shall be failure to notify the sole and exclusive remedy Indemnifying Party will not relieve the Indemnifying Party of any Party against any other Party or its Affiliates at Law or in equity relating Liability that it may have to the Transaction DocumentsIndemnified Party, any other document or certificate delivered in connection herewith or therewith, or except to the assets and liabilities extent that the Indemnifying Party demonstrates that the defense of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement such claim is prejudiced by the other Parties and Indemnified Party’s failure to enforce specifically the terms and provisions hereof that expressly survive the Closing Dategive such notice.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to the contrary Except as set forth hereinin Section 10.5(b), no Party notwithstanding the provisions of this Article X, neither Seller, on the one hand, nor Purchaser, on the other hand, shall have any indemnification obligations for Losses under Section 8.2(a)(iSections 10.2(a)(i) or Section 8.2(b)(i10.3(a)(i), (i) for any individual item item, or group of items arising out of the same event, where the Loss relating thereto is less than $500,000 60,000 (the “De MinimisMinor Claims Amount”) ), and (ii) in respect then only to the extent of each individual item where the Loss relating thereto is equal such excess. Subject to or greater than the De Minimis, unless the aggregate amount of all such Losses exceeds $1,500,000Section 10.5(b), in which case all Losses shall be indemnified from the first dollar. In no event shall the aggregate indemnification to be paid by Seller or Purchaser under this Article X exceed an amount equal $2,430,000 (the “Cap”). Notwithstanding anything to the contrary in Section 10.5(a), neither Seller nor Purchaser shall be entitled to any Party pursuant to Section 8.2(a)(iclaim for indemnification against the other for any individual Loss or any group of related Losses under Sections 10.2(a)(i) or Section 8.2(b)(i)10.3(a)(i) (which shall be aggregated for this purpose) in an amount less than $3,500, as applicableand no such individual Loss or group of related Losses shall be taken into account in determining whether, exceed $15,000,000. Notwithstanding or to the foregoingextent to which, the Minor Claims Amount has been met or exceeded. (b) Notwithstanding anything in this Article IX, the Cap and Minor Claims Amount limitations set forth in this Section 8.4(a10.5(a) shall not apply to any breaches claims for indemnification in respect of Fundamental Representations. (b) In no event shall the aggregate indemnification Losses related to be paid by any Party pursuant to Article VIII exceed an amount in value equal to value or arising out of the Consideration as of the Closingmatters set forth in Sections 10.2(a)(ii) and (iii) and Section 10.3(a)(ii), (iii) and (iv). (c) No representation or warranty contained herein shall be deemed untrue or incorrect, and a Party Seller shall not be deemed required to indemnify any Purchaser Indemnified Party and Purchaser shall not be required to indemnify any Seller Indemnified Party to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have breached a representation resulted from the bad faith, gross negligence or warranty, as a consequence willful misconduct of the existence of any fact, circumstance or event of which the other Party is aware as of the Closing Dateparty seeking indemnification. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in this Article VIII shall be the sole and exclusive remedy of any Party against any other Party or its Affiliates at Law or in equity relating to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing Date.

Certain Limitations on Indemnification. (a) Notwithstanding 7.5.1 Seller will have no obligation to indemnify the foregoing or anything Buyer Indemnified Parties against Losses pursuant to the contrary set forth herein, no Party shall have any indemnification obligations under Section 8.2(a)(i) or Section 8.2(b)(i), (i) for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimisthis Article 7, unless the aggregate amount of all such Losses exceeds $1,500,000100,000.00 (the “Threshold”), in which case all Losses shall such Buyer Indemnified Parties will be indemnified entitled to indemnification from the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(i)Sellers, as applicable, for the full amount of all such Losses from and including the first dollar of all such Losses up to an amount not to exceed $15,000,000. Notwithstanding fifteen percent (15%) of the foregoingBase Purchase Price (the “Cap”); provided, however, that (i) the limitations set forth Threshold will not apply to Losses based on a breach or inaccuracy of a Fundamental Representation of Sellers or the Company, or any Losses pursuant to Sections 7.1.1 (solely with respect to any Fundamental Representation), 7.1.3, 7.1.4 and 7.10 for which, in this each case, there will be no minimum threshold before recovery, and in each case, none of such Losses shall count towards the satisfaction of the Cap (and for which the Cap shall not apply) or towards the Threshold; provided, further, that all Losses to which the Buyer Indemnified Parties shall be entitled to indemnification from Sellers pursuant to Section 8.4(a3.9.1 (Liabilities) shall not exceed twenty-five percent (25%) of the Base Purchase Price, and (ii) with respect to any Losses pursuant to Section 7.1.6, Buyer Indemnified Parties will be entitled to indemnification from Sellers for the full amount of all such Losses in excess of (A) $338,490 in the aggregate with respect to all Losses pursuant to Section 7.1.6 and (B) with respect to Losses related to any individual claim, the general legal reserve reflected on the Latest Balance Sheet for such claim, up to an amount not to exceed fifteen percent (15%) of the Base Purchase Price (the “Construction Defect Cap”). All Losses that are applied to the satisfaction of the Construction Defect Cap shall also apply to any breaches the satisfaction of Fundamental Representationsthe Cap but such Losses shall not count towards the Threshold. 7.5.2 Neither Buyer nor Parent will have any obligation to indemnify the Seller Indemnified Parties against Losses pursuant to this Article 7, unless the aggregate amount of such Losses exceeds the Threshold in which case such Seller Indemnified Parties will be entitled to indemnification from Buyer and Parent for the full amount of all such Losses from and including the first dollar of all such Losses up to an amount not to exceed the Cap; provided, however, that the Threshold will not apply to Losses based on a breach or inaccuracy of a Fundamental Representation of Buyer or Parent, or as provided in Section 7.10, for which, in each case, there will be no minimum threshold before recovery, and in each case, none of such Losses shall count towards the satisfaction of the Cap (b) In and for which the Cap shall not apply). Other than with respect to Losses recoverable pursuant to Section 7.10, in no event shall Losses exceed the aggregate indemnification to be paid by any Party pursuant to Article VIII exceed an amount in value equal to value of the Consideration as of the ClosingBase Purchase Price. (c) No representation or warranty contained herein shall be deemed untrue or incorrect, and a Party shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which the other Party is aware as of the Closing Date. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in this Article VIII shall be the sole and exclusive remedy of any Party against any other Party or its Affiliates at Law or in equity relating to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing Date.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to the contrary set forth hereinprovisions of this Article X, no Party Seller shall not have any indemnification obligations for Losses under Section 8.2(a)(i) or Section 8.2(b)(i10.2(a)(i), (i) for any individual item item, or group of items arising out of the same event, where the Loss relating thereto is less than $500,000 50,000 (the “De MinimisSub-Basket”) and (ii) in respect of each individual item item, or group of items arising out of the same event, where the Loss relating thereto is equal to or greater than the De MinimisSub-Basket, unless the aggregate amount of all such Losses exceeds $1,500,0003,000,000 (the “Basket”), in which case all Losses shall be indemnified from and then only to the first dollarextent exceeding $2,000,000. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(iSeller under this Article X exceed the Escrow Amount (the “Cap”); provided, however, that (w) or Section 8.2(b)(i), as applicable, exceed $15,000,000. Notwithstanding neither the foregoing, Sub-Basket nor the limitations set forth in this Section 8.4(a) Basket shall not apply to any breaches indemnification obligations for Losses under Section 10.2(a)(i) based on the failure of Fundamental Representationsthe representations and warranties in Section 5.6(c) to be true and correct, (x) neither the Sub-Basket nor the Basket shall apply to any indemnification obligations for Losses arising from the breach of any representation or warranty of Seller contained in this Agreement if such breach arose from intentional fraud committed with the Knowledge of Seller, (y) neither the Sub-Basket nor the Basket shall apply to any indemnification obligations for Losses under Section 10.2(a)(i) based on the failure of the representations and warranties in Section 5.27, 5.29 or 5.31 to be true and correct, and (z) even if in excess of the Cap, Purchasers shall be permitted to set off against any payments to be made under the Contingent Note for (I) any indemnification obligations under Sections 10.2(a)(ii) or (iii), or (II) any indemnification obligations under Section 10.2(a)(i) if the relevant breach of representation or warranty arose from intentional fraud committed with the Knowledge of Seller. (b) Notwithstanding the provisions of this Article X, Purchasers shall not have any indemnification obligations for Losses under Section 10.3(a)(i), (i) for any individual item, or group of items arising out of the same event, where the Loss relating thereto is less than the Sub-Basket and (ii) in respect of each individual item, or group of items arising out of the same event, where the Loss relating thereto is equal to or greater than the Sub-Basket, unless the aggregate amount of all such Losses exceeds the Basket, and then only to the extent exceeding $2,000,000. In no event shall the aggregate indemnification to be paid by Purchasers under this Article X exceed $30,000,000; provided, however, that neither the Sub-Basket nor the Basket shall apply to any Party pursuant to Article VIII exceed an amount indemnification obligations for Losses arising from the breach of any representation or warranty of Purchasers contained in value equal to value this Agreement if such breach arose from intentional fraud committed with the actual knowledge of the Consideration as of the ClosingPurchasers. (c) No representation Notwithstanding anything in this Article X to the contrary, the limitation requiring notice of any indemnification claim within a specific time period set forth in Section 10.1(a) or warranty contained herein shall be deemed untrue or incorrect, and a Party 10.1(b) shall not be deemed apply to have breached a representation claims for indemnification in respect of Losses related to or warranty, as a consequence arising out of the existence of any factmatters set forth in Section 10.2(a)(iii), circumstance Section 10.3(a)(iii), or event of which the other Party is aware as of the Closing DateSection 10.3(a)(iv). (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From Seller shall not be required to indemnify any Purchaser Indemnified Party and after Purchasers shall not be required to indemnify any Seller Indemnified Party to the Closing Date, the indemnities provided in this Article VIII shall be the sole and exclusive remedy extent of any Party against any other Party Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the bad faith, gross negligence or its Affiliates at Law or in equity relating to willful misconduct of the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from party seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing Dateindemnification.

Certain Limitations on Indemnification. (a) Notwithstanding Each of the foregoing parties hereto agrees to take all reasonable steps to mitigate their respective Losses that are indemnifiable hereunder, but the provisions of this Section 6.4 shall not require an Indemnified Party to exhaust any remedies against a third party Indemnitor or anything insurance prior to the contrary set forth herein, no Party shall have making a claim under this Agreement against an Indemnifying Party. If any indemnification obligations under Section 8.2(a)(i) party receives an insurance payment or Section 8.2(b)(i), (i) for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) a recovery from a third party in respect of each individual item where its Loss after payment has been made under any indemnification provision of this Agreement in respect of that Loss, the Loss relating thereto is equal Indemnified Party shall pay to or greater than the De Minimis, unless Indemnifying Party the aggregate amount of all such Losses exceeds $1,500,000insurance payment or third party recovery received by the Indemnified Party (less the Indemnified Party’s reasonable costs incurred to secure such insurance payment or third party recovery) within five (5) business days after such insurance payment or third party recovery is received; provided that, in which case all Losses shall be indemnified from for the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(i)avoidance of doubt, as applicable, exceed $15,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) Buyer shall not apply be required to pay over to Seller any breaches tax benefit by virtue of Fundamental Representationsthe foregoing provision. (b) In no Subject to Section 6.4(d) below, Seller shall not be liable for Losses under Section 6.2(a)(i), and Buyer shall not be liable for Losses under Section 6.2(b)(i) unless the amount of Losses under the applicable Section exceeds five thousand dollars ($5,000) in the aggregate; provided, that in the event Losses under either Section 6.2(a)(i) or Section 6.2(b)(i) exceed such amount, then Seller or Buyer, as the case may be, shall be liable for all of such Losses, including the aggregate indemnification to be paid by any Party pursuant to Article VIII exceed an amount in value equal to value of the Consideration as of the Closingfirst five thousand dollars ($5,000). (c) No representation or warranty contained herein shall be deemed untrue or incorrectSubject to Section 6.4(d) below, and a Party Seller shall not be deemed liable for Losses under Section 6.2(a)(i), and Buyer shall not be liable for Losses under Section 6.2(b)(i) to have breached a representation or warranty, as a consequence the extent such Losses exceed five percent (5.0%) of the existence of any fact, circumstance or event of which the other Party is aware as aggregate Purchase Price for all Transferred Loans. In furtherance of the Closing Dateforegoing, Seller and Buyer acknowledge and agree that if any Transferred Loan is repurchased by Seller pursuant to Section 6.2(c) above, fifty percent (50%) of the amounts payable by Seller under Section 6.2(c) to repurchase the applicable Transferred Loan shall apply towards (and count against) the cap on maximum liability contained in this Section 6.4(c); provided, however, any amounts payable by Seller to repurchase a Transferred Loan related to a breach of the representations and warranties contained in subsections (a), (b), (f), (m), (u) and (v) of Section 3.6 shall not apply towards (or count against) the cap on maximum liability contained in this Section 6.4(c). (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYNotwithstanding anything to the contrary contained herein, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIALLosses that result from (a) actual fraud or intentional misrepresentation by Seller or its Affiliates or Representatives, PUNITIVE(b) breaches of the representations and warranties contained in subsections (a), EXEMPLARY(b), CONSEQUENTIAL(f), INCIDENTAL OR INDIRECT DAMAGES(m), INCLUDING LOSS OF FUTURE REVENUE(u) and (v) of Section 3.6, INCOME OR PROFITS(c) any Seller Retained Liabilities, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENTor (d) any Assumed Obligations will not be subject to any of the limitations contained in this Section 6.4 or elsewhere in this Agreement, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII and any Losses related to the foregoing shall not apply towards (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENTor count against) the cap on maximum liability contained in Section 6.4(c). (e) From and after the Closing DateIN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY SPECIAL OR PUNITIVE DAMAGES, the indemnities provided in this Article VIII shall be the sole and exclusive remedy of any Party against any other Party or its Affiliates at Law or in equity relating to the Transaction DocumentsLOST PROFITS, any other document or certificate delivered in connection herewith or therewithDIMINUTION IN VALUE NOT RELATED TO COLLATERAL UNDERLYING THE TRANSFERRED LOANS, or the assets and liabilities of SRP or any applicable Law or otherwiseOR CONSEQUENTIAL DAMAGES; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing DatePROVIDED THAT THE FOREGOING WILL NOT APPLY TO THE EXTENT THAT THE INDEMNIFYING PARTY IS REQUIRED TO INDEMNIFY HEREUNDER FOR DAMAGES REQUIRED TO BE PAID TO A THIRD PARTY.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to the contrary set forth hereinin this Agreement, no Party neither Seller nor Purchaser shall have any indemnification obligations for Losses under Section 8.2(a)(i11.2(a)(i) (other than for Losses related to breaches of the Critical Representations or the representations contained in Section 5.9 (Taxes)) or Section 8.2(b)(i11.3(a)(i), (i) for any individual item item, or group of items arising out of the same event, where the Loss relating Relating thereto is less than $500,000 20,000 (the “De MinimisMinimis Amount”) and (ii) in respect of each individual item item, or group of items arising out of the same event, where the Loss relating thereto is equal to or greater than the De MinimisMinimus Amount, unless and until the aggregate amount of all such Losses exceeds $1,500,0001,000,000 (the “Deductible”), and then only to the extent of such excess. The aggregate indemnification that is payable by Seller pursuant to this Article XI (other than indemnification for Losses related to breaches of any of the Critical Representations), shall not exceed $17,500,000 of the Purchase Price and any accrued investment income thereon (the “Cap”), and, notwithstanding any other provision of this Agreement, the sole recourse of the Purchaser Indemnified Parties with respect to Seller’s obligations under Section 11.2 (other than for Losses related to breaches of any of the Critical Representations), shall be limited, in which case all Losses shall be indemnified from the first dollar. In no event shall aggregate, to the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, exceed $15,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to any breaches of Fundamental RepresentationsCap. (b) In no event Seller shall not be required to indemnify any Purchaser Indemnified Party and Purchaser shall not be required to indemnify the aggregate indemnification Seller Indemnified Party to be paid the extent of any Losses that a court of competent jurisdiction shall have determined by any Party pursuant final judgment to Article VIII exceed an amount in value equal to value have resulted from the bad faith, gross negligence or willful misconduct of the Consideration as of the Closingparty seeking indemnification. (c) No representation or warranty contained herein shall be deemed untrue or incorrect, and a Party Purchaser shall not be deemed entitled to have breached a representation or warranty, as a consequence of the existence indemnification under this Article XI in respect of any fact, circumstance or event of which matter that is expressly taken into account in the other Party is aware as of the Closing Date. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in this Article VIII shall be the sole and exclusive remedy calculation of any Party against any other Party or its Affiliates at Law or in equity relating adjustment to the Transaction Documents, Purchase Price pursuant to Section 3.3 to the extent of any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing Datesuch adjustment.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything With respect to the contrary set forth herein, no Party shall have any indemnification obligations under Section 8.2(a)(i) or Section 8.2(b)(i), by (i) for any individual item where Seller pursuant to Section 9.02(a) (other than with respect to the Loss relating thereto is less than $500,000 (the “De Minimis”Fundamental Representations of Seller) and (ii) Buyer pursuant to Section 9.03(a) (other than with respect to Fundamental Representations of Buyer), in each case, except in the case of Fraud: (i) no individual claim (or series of related claims arising from the same underlying facts, events or circumstances) by a Buyer Indemnified Party or a Seller Indemnified Party may be asserted (and no Buyer Indemnified Party or Seller Indemnified Party shall be entitled to indemnification with respect to any such claim or series of each individual item where related claims arising from the Loss relating thereto is same underlying facts, events or circumstances) unless the aggregate amount of Damages that would be payable with respect to such claim (or series of related claims arising from the same underlying facts, events or circumstances) exceeds an amount equal to $150,000, and any such individual claim (or greater series of related claims arising from the same underlying facts, events or circumstances) for amounts less than $150,000 shall not be applied to or considered for purposes of determining whether the De MinimisDeductible has been satisfied or whether any of the caps set forth in Section 9.04(a)(ii), Section 9.04(b) or Section 9.04(c) have been satisfied; (ii) neither Seller nor Buyer shall be liable for any breach of any representation or warranty of Seller or Buyer, as applicable, unless the aggregate amount of all such Losses exceeds $1,500,000, in which case all Losses shall be indemnified from Damages (excluding costs and expenses of the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) Buyer Indemnified Parties or Section 8.2(b)(i)Seller Indemnified Parties, as applicable, incurred in connection with making such claim under this Agreement) actually incurred by all Buyer Indemnified Parties or all Seller Indemnified Parties, as applicable, for all such breaches exceeds one percent (1%) of the Purchase Price (the “Deductible”), and then only to the extent such aggregate Damages exceed $15,000,000. Notwithstanding such amount; and (iii) in no event shall each of Seller’s or Buyer’s aggregate Liability exceed eight percent (8%) of the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to any breaches of Fundamental RepresentationsPurchase Price. (b) In no event shall the Seller’s aggregate Liability with respect to indemnification to be paid by any Party Seller pursuant to Article VIII Section 9.02(a) and Section 9.02(b) exceed an amount in value equal to value of the Consideration as of the ClosingPurchase Price. (c) No representation or warranty contained herein In no event shall be deemed untrue or incorrect, Buyer’s aggregate Liability with respect to indemnification by Seller pursuant to Section 9.03(a) and a Party shall not be deemed to have breached a representation or warranty, as a consequence of Section 9.03(b) exceed the existence of any fact, circumstance or event of which the other Party is aware as of the Closing DatePurchase Price. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYSeller shall not be liable under Section 9.02 to the extent (and only to such extent and for such amounts) such Liability is included in the calculation of Closing Indebtedness, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT)Closing Transaction Expenses or Closing Net Working Capital. (e) From and after the Closing Date, the indemnities provided in this Article VIII Seller shall not be the sole and exclusive remedy of any Party against any other Party or its Affiliates at Law or in equity relating liable under Section 9.02(e) to the Transaction Documentsextent (i) of a failure to obtain a Required Third Party Consent with respect to a Material Contract set forth on Schedule 3.04 or (ii) that a Required Third Party Consent with respect to such Material Contract has been obtained but a loss in the present value of such Material Contract has occurred, any other document or certificate delivered in connection herewith or therewitheach case, or the assets and liabilities as a result of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions Buyer’s failure to prevent breaches of this Agreement by the other Parties and deliver a guarantee pursuant to enforce specifically the terms and provisions hereof that expressly survive the Closing DateSection 5.21(c).

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything herein to the contrary set forth hereincontrary, no Party shall have any Person making an indemnification obligations claim under Section 8.2(a)(i10.2(a)(i) or Section 8.2(b)(i), (i10.3(a)(i) for must give notice ------------------ ---------- to the indemnifying party of any individual item where such indemnification claim in writing in reasonable detail prior to the Loss relating thereto is less than $500,000 (expiration of the “De Minimis”) applicable Survival Period. Any indemnification claim not made on or prior to that date will be irrevocably and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimis, unless the aggregate amount of all such Losses exceeds $1,500,000, in which case all Losses shall be indemnified from the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, exceed $15,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to any breaches of Fundamental Representationsunconditionally released and waived. (b) In no event Notwithstanding anything herein to the contrary, an indemnifying party shall not have any liability under Section 10.2(a)(i) or ------------------- 10.3 (i) with respect to any individual claim (or group of related claims of the same Person having, in each case, substantially similar factual or legal basis) for the breach of a representation or warranty, unless and until the Losses claimed exceed $15,000 (the "De Minimis Amount"); ----------------- (ii) unless and until the amount of the Losses to the indemnified parties finally determined to arise thereunder based upon, related to or resulting from the breach of all representations and warranties exceeds, in the aggregate $1,000,000 (the "Deductible"), disregarding ---------- any individual claim that does not exceed the De Minimis Amount, at which time such Losses shall be recoverable from the first dollar of Loss; and (iii) with respect to any Losses of Purchaser that arise under or are based upon, related to or resulting from the breach by any Seller of any representation and warranty (including Section 5.8) set forth ------------ in this Agreement other than Section 5.17 and 10.10, Purchaser's ------------- ----- only recourse shall be shall be the General Indemnity Escrow Fund, which shall serve as a cap on all such Losses (such that Sellers shall have no liability to Purchaser in excess of the funds held in such escrow) and shall remain in escrow until fifteen (15) months after the Closing Date, with any remaining funds in excess of $500,000 (such $500,000, the "Tax Escrow") being disbursed to Sellers on the date ------------ that is fifteen (15) months after the Closing Date; provided, however, -------- ------- that if Purchaser has one or more claims pending in respect of (i) the breach of any representation or warranty other than those contained in Section 5.17 or (ii) any other Losses for which Sellers are required ------------ to indemnify Purchaser for pursuant to Section 10.2 on the date that ------------ is fifteen (15) months after the Closing Date, a portion of any remaining General Indemnity Escrow Fund (not including the Tax Escrow) equal to the reasonable amount of such claims (or, if the reasonable amount of such claims exceeds the amount of the remaining General Indemnity Escrow Fund, the remaining amount of such funds) shall be retained by the Escrow Agent pending the resolution thereof. The Tax Escrow shall remain in escrow until the third (3rd) anniversary of the Closing Date to serve as the source of indemnification of Purchaser with respect to any Losses that arise under or are based upon, related to or resulting from the breach of any representation and warranty set forth in Section 5.8, with any remaining General Indemnity Escrow ------------ Fund being disbursed to Sellers on the third (3rd)anniversary of the Closing Date; provided, however, that if Purchaser has one or more -------- ------- claims pending in respect of the breach of any representation or warranty contained in Section 5.8 on the third (3rd) anniversary of ----------- the Closing Date, a portion of any remaining Tax Escrow equal to the reasonable amount of such claims (or, if the reasonable amount of such claims exceeds the amount of the remaining Tax Escrow, the remaining amount of such funds) shall be retained by the Escrow Agent pending the resolution thereof. This Section 10.5(b)(iii) shall not in any way ------------------- limit the amount or time period for which Purchaser shall be entitled to be paid indemnified by any Party pursuant Sellers under Section 10.2 with respect to Article VIII exceed an amount in value equal to value of the Consideration as of the ClosingState ------------ Tax Liabilities. (c) No representation or warranty of Sellers contained herein shall be deemed untrue or incorrect, and a Party Sellers shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which the other Party (a) it is manifestly evident that such fact, circumstance or event is disclosed in response to another representation or warranty contained in this Agreement or (b) Purchaser is aware as of the Closing Date. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in Purchaser shall not make any claim for indemnification under this Article VIII shall be the sole and exclusive remedy X in respect of any Party against Losses that is taken into account in the calculation of any other Party or its Affiliates at Law or in equity relating adjustment to the Transaction Documents, Purchase Price pursuant to Section 3.4 and ----------- in respect of any other document of Sellers' representation or certificate delivered warranty regarding Inventory to the extent taken into account in connection herewith or therewith, or the assets and liabilities calculation of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions adjustment to prevent breaches of this Agreement by the other Parties and Purchase Price pursuant to enforce specifically the terms and provisions hereof that expressly survive the Closing Date.Section 3.4. -----------

Certain Limitations on Indemnification. (a) Notwithstanding Neither the foregoing or anything to Participating Securityholders nor the contrary set forth herein, no Party Purchaser shall have any indemnification obligations obligation under Section 8.2(a)(i7.02(a) or Section 8.2(b)(i7.03(a), (i) for any individual item where as the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimiscase may be, unless the aggregate amount of all Losses for which such Losses indemnifying party would, but for this Section 7.05(a), be liable thereunder exceeds on a cumulative basis an amount equal to $1,500,000500,000, in which case all Losses and then such indemnifying party shall be indemnified from liable only to the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, extent that such cumulative Losses exceed $15,000,000. Notwithstanding the foregoing100,000; provided, the limitations set forth in however, that this Section 8.4(a7.05(a) shall not apply (i) with respect to Fundamental Representations or representations made in Section 3.12 (Taxes); (ii) with respect to any breaches of Fundamental Representationsthe Diligence Identified Matters referenced in Section 7.02(j) of the Company Disclosure Schedule; or (iii) to claims based on or involving fraud. (b) In no event shall the aggregate indemnification to be paid by the Participating Securityholders under Section 7.02, or the aggregate indemnification to be paid by the Purchaser under Section 7.03, exceed the Indemnification Escrow Amount (the “Cap”); provided, that the Cap shall not apply to claims based on or involving fraud. Except with respect to claims based on or involving fraud, indemnification claims made by the Purchaser Indemnified Parties hereunder shall be made solely against the Indemnification Escrow Fund. With respect to indemnification claims under this ARTICLE VII made by the Purchaser Indemnified Parties other than against the Indemnification Escrow Fund, (i) no such claims shall be made under Section 7.02 other than with respect to claims based on or involving fraud and (ii) no such claims shall be brought against any Party pursuant to Article VIII exceed an amount in value equal to value Participating Securityholder that did not, directly or indirectly, perpetrate or have knowledge of the Consideration as of the Closingsuch fraud. (c) No representation or warranty contained herein None of the Purchaser Indemnified Parties nor the Participating Securityholders shall be deemed untrue or incorrect, and a Party shall not be deemed entitled to have breached a representation or warranty, as a consequence of make any claim for indemnification under this ARTICLE VII to the existence of any fact, circumstance or event of which extent that such matter is taken into account in the other Party is aware as calculation of the Closing DateAdjustment. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYThe amount of any Losses for which indemnification is provided under this ARTICLE VII shall be reduced by any amounts actually recovered by the indemnified party from third-party insurers under insurance policies with respect to such Losses, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIALnet of any expenses incurred by such indemnified party in obtaining such recovery. If an indemnified party recovers any amounts under applicable insurance policies with respect to Losses underlying an Indemnification Claim subsequent to an indemnification payment by an indemnifying party with respect to such Indemnification Claim pursuant to Section 7.02 or Section 7.03, PUNITIVEthen such indemnified party shall promptly remit to the indemnifying party the amount recovered by the indemnified party under such policies in respect of the applicable Losses, EXEMPLARYnet of any expenses incurred by such indemnified party in obtaining such recovery. Except as set forth in this Section 7.05(d), CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT)no indemnified party shall have any duty to mitigate the amount of any Loss for which indemnification is sought under this Article VII. (e) From and after The sole means of recovery for Losses with respect to matters referenced in Section 7.02(j) of the Closing Date, the indemnities provided in this Article VIII Company Disclosure Schedule as “Diligence Identified Matters” shall be the sole and exclusive remedy of any Party against any other Party or its Affiliates at Law or in equity relating to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches a claim under Section 7.02(j) of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing DateAgreement.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to the contrary set forth hereinin this Agreement, the amount of Damages that may be recovered by the Purchaser Indemnified Parties pursuant to any and all claims for indemnification made hereunder shall be limited, individually and in the aggregate, to an amount equal to the Merger Consideration actually received, or which is due and payable, by any such Participating Holder. (b) The Participating Holders will have no Party shall have any obligation to indemnify the Purchaser Indemnified Parties against Damages for claims for indemnification obligations made under Section 8.2(a)(i) or Section 8.2(b)(i9.1(a), unless (i) for any the Damages relating to such individual item where the Loss relating thereto is less claim are greater than $500,000 25,000 (the “De MinimisMinimis Amount”) and (ii) in respect of each individual item where the Loss relating thereto aggregate Damages under Section 9.1(a) related to all such inaccuracies or breaches is equal to or greater than $100,000 (the De Minimis, unless the aggregate amount of all such Losses exceeds $1,500,000“Deductible”), in which case the Purchaser Indemnified Party will, subject to the other provisions of this Section 9.6, be entitled to indemnification for all Losses shall Damages in excess of the Deductible; provided, however, that the De Minimis Amount and Deductible will not apply to Damages based on a breach or inaccuracy of the Fundamental Representations or in the case of fraud, for which there will be indemnified from no minimum threshold before recovery. (c) Notwithstanding anything to the first dollar. In no event shall contrary in this Agreement, the aggregate indemnification to be paid by any Party Purchaser Indemnified Parties’ sole recourse for Damages pursuant to Section 8.2(a)(i9.1(a) or Section 8.2(b)(i), as applicable, exceed $15,000,000. Notwithstanding shall be the foregoing, Set-Off Rights to the limitations set forth extent provided in this Section 8.4(a9.6(c); provided, however, that this Section 9.6(c) shall will not apply to Damages based on a breach or inaccuracy of the Fundamental Representations or in the case of fraud. Subject to the limits of indemnification set forth herein, if the Purchaser Indemnified Parties timely bring a claim for Damages, and such claim is pending but unresolved at the time any breaches payment of Fundamental Representations.Merger (bd) In Notwithstanding any other representations and warranties in this Agreement, the Company makes no event shall representation or warranty regarding the aggregate indemnification to be paid by amount, value or condition of, or any Party pursuant to Article VIII exceed an amount in value equal to value limitations on, any Tax asset or attribute of the Consideration as Company (e.g., tax basis of assets or net operating losses) arising in any Pre-Closing Tax Period (each, a “Tax Attribute”), or the ability of Purchaser or any of its Affiliates (including the Company or the Surviving Corporation, after the Closing) to utilize such Tax Attributes after the Closing. (ce) No For purposes of this Article 9, any representation or warranty contained herein that is qualified by the words “Company Material Adverse Effect,” “material” or by any similar term or limitation, the failure of such representation or warranty to be true and correct and the amount of Damages subject to indemnification hereunder shall be deemed untrue determined as if the words “Company Material Adverse Effect,” “material” or incorrect, and a Party shall similar term or limitation were not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which the other Party is aware as of the Closing Dateincluded therein. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in this Article VIII shall be the sole and exclusive remedy of any Party against any other Party or its Affiliates at Law or in equity relating to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing Date.

Certain Limitations on Indemnification. (ai) No claim may be asserted nor may any action be commenced against a Party hereto for breach of any representation, warranty, covenant or agreement contained herein unless written notice of such claim or action is received by such Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 5.3(a), irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (ii) Notwithstanding the foregoing or anything to the contrary set forth herein, no Party shall have any indemnification obligations under Section 8.2(a)(i) or Section 8.2(b)(i), contained in this Agreement: (i) the Members shall not be liable for any individual item where claim for indemnification pursuant to this Section 5.3, unless and until the Loss relating thereto is less than aggregate amount of indemnifiable Damages to the Parent Indemnified Parties which may be recovered from the Members equals or exceeds $500,000 200,000, after which the Members shall be liable to such parties only for those Damages in excess of $200,000; (ii) the maximum amount of indemnifiable Damages which may be recovered from the Members pursuant to this Section 5.3 shall not exceed the value of the Claim Shares as determined in accordance with Section 1.6(b) (the “De MinimisAggregate Cap”); provided, however that no Member shall be liable for indemnifiable Damages in excess of his, her or its pro rata share of the Aggregate Cap based on the Members allocable share of the Merger Consideration set forth in the Member Allocation and no Member shall be liable for the breaches of another Member of such other Member’s Member Representations or covenants or agreements; (iii) Notwithstanding anything to the contrary contained in this Agreement: (i) Parent shall not be liable for any claim for indemnification pursuant to this Section 5.3, unless and until the aggregate amount of indemnifiable Damages to the Company Indemnified Parties which may be recovered from Parent equals or exceeds $200,000, after which Parent shall be liable to such party only for those Damages in excess of $200,000; and (ii) in except with respect of each individual item where to the Loss relating thereto is equal to or greater than Merger Consideration, the De Minimis, unless the aggregate maximum amount of all such Losses exceeds $1,500,000indemnifiable Damages which may be recovered from Parent pursuant to this Section 5.3 shall not exceed the Aggregate Cap; (iv) Subject to the terms and conditions of this Section 5.3 and Section 1.6(b), the indemnities set forth above in Section 5.3(b) of this Agreement will be satisfied solely through the surrender by the Members (without any payment therefor by the Parent Indemnified Parties) to Parent, in which case all Losses shall be indemnified from lieu of cash (subject to the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Members right of substitution contained in Section 8.2(a)(i) or Section 8.2(b)(i1.6(b), of a portion of the Claim Shares as applicable, exceed $15,000,000. Notwithstanding the foregoingdetermined in accordance with Section 1.6(b) of this Agreement (such surrender of such Claim Shares in satisfaction of Damages, the limitations set forth “Equitable Recoupment”). Except in this Section 8.4(a) shall not apply to any breaches the case of Fundamental Representations. fraud, willful misconduct or intentional breach (b) In no event shall the aggregate indemnification to be paid by any Party pursuant to Article VIII exceed an amount in value equal to value of the Consideration as of “Additional Remedies”), following the Closing. (c) No representation or warranty contained herein shall be deemed untrue or incorrect, and a Party the Parent Indemnified Parties shall not be deemed entitled to have breached a representation or warrantypursue any claims for indemnification against the Members and their affiliates (including the Company and the Company Subsidiaries) pursuant this Agreement other than through the aforementioned Equitable Recoupment, as a consequence of it being agreed that, except for the existence of any factAdditional Remedies, circumstance or event of which the other Party such Equitable Recoupment is aware as of the Closing Date. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in this Article VIII shall be the sole and exclusive remedy of the Parent Indemnified Parties with respect to any Party against any other Party or its Affiliates at Law or in equity relating to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in all indemnification claims regarding this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by and the other Parties and to enforce specifically transactions contemplated hereby following the terms and provisions hereof that expressly survive the Closing DateClosing.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything 6.4.1 Seller as Indemnifying Party shall not be liable to the contrary set forth herein, no Party shall have any indemnification obligations Buyer Indemnified Parties under Section 8.2(a)(i) or Section 8.2(b)(i), (i) for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimis, unless 6.1 until the aggregate amount of all such Losses in respect of indemnification under Section 6.1 exceeds $1,500,000[***] (the “Deductible”), in which case event Seller as Indemnifying Party shall be required to pay and shall be liable for Losses from dollar one, and the maximum aggregate amount that the Buyer Indemnified Parties may recover from Seller as Indemnifying Party for all Losses arising out of or resulting from the causes enumerated in Section 6.1 shall be limited to $[***] (the “General Indemnity Cap”). The foregoing sentence notwithstanding, in the event of any claim pursuant to (i) Sections 6.1.2, 6.1.3, 6.1.4, 6.1.5, or 6.1.7 or any claim pursuant to Section 6.1.1 in respect of a breach or inaccuracy of any of the Tax Representations or any Fundamental Representation, the Deductible and General Indemnity Cap shall not apply with respect to such claim and the maximum aggregate liability of the Indemnifying Party in respect of all indemnity claims brought pursuant to this Article 6 shall be limited to $[***] (or, in the case of fraud other than intentional fraud, $[***]), (ii) Section 6.1.6, the Deductible and General Indemnity Cap shall not apply with respect to such claim and the Seller Indemnifying Parties shall only be liable for one-half of the amounts in respect of all indemnity claims brought pursuant to this Article 6; provided that the Seller Indemnifying Parties liability with respect to a claim pursuant to Section 6.1.6 shall not exceed $[***] in the aggregate. 6.4.2 Payments by an Indemnifying Party pursuant to this Article 6 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (or the Acquired Companies) in respect of any such claim, less any reasonably related costs and expenses (including deductibles and premium increases), it being agreed that the Indemnified Party shall have no obligation to seek to recover any insurance proceeds or other indemnity, contribution or other similar payment in connection with making a claim under this Article 6, and that promptly after the actual receipt by such Indemnified Party of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified from by the first dollar. Indemnifying Party prior to the receipt of such insurance proceeds or other indemnity, contribution or similar payment. 6.4.3 In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the aggregate indemnification breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent such damages are actually awarded in a final and nonappealable Order against an Indemnified Party in connection with a Third Party Claim or to the extent incurred by an Indemnified Party as a result of fraud, willful misconduct or intentional misrepresentation of Seller or any Acquired Company. 6.4.4 No Losses may be paid claimed by any Buyer Indemnified Party to the extent Buyer actually receives a Closing Cash adjustment in respect of such Losses pursuant to Section 8.2(a)(i) 1.4. 6.4.5 Buyer shall make all filings and payments in respect of the India GST Matter on or before September 18, 2019, and no Losses may be claimed by any Buyer Indemnified Party in respect of Section 8.2(b)(i)6.1.6 to the extent Buyer fails to timely make such filings and payments. 6.4.6 Buyer shall make reasonable commercial efforts to obtain an irrevocable and unconditional release of all claims against the Buyer Indemnified Parties (including, as applicable, exceed $15,000,000. Notwithstanding for the foregoingavoidance of doubt, the limitations set forth in this Section 8.4(aAcquired Companies) shall not apply to any breaches of Fundamental Representations. (b) In no event shall the aggregate indemnification to be paid by any Party pursuant to Article VIII exceed an amount in value equal to value of the Consideration as of the Closing. (c) No representation or warranty contained herein shall be deemed untrue or incorrect, and a Party shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which the other Party is aware as of the Closing Date. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in this Article VIII shall be the sole and exclusive remedy of any Party against any other Party or its Affiliates at Law or in equity relating to the Transaction Documentsfacts, any other document or certificate delivered in connection herewith or therewith, or the assets circumstances and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions events occurring prior to prevent breaches of this Agreement Closing by the other Parties [***] and to enforce specifically the terms and provisions hereof that expressly survive the Closing Date[***].

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to the contrary set forth herein, no No Indemnified Party shall have be entitled to indemnification in respect of any claim for indemnification obligations under Section 8.2(a)(i) or Section 8.2(b)(i), unless and until (i) for the amount of Losses incurred in connection with any individual item where claim or series of related claims based on a similar set of operative facts is greater than the Loss relating De Minimis Threshold and once the De Minimis Threshold has been exceeded, the Indemnified Party may be indemnified for all Losses related thereto is less than $500,000 (the “Non De MinimisMinimis Damages”) and not just the amount in excess of the De Minimis Threshold (but subject to any remaining amount of the Deductible), and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimis, unless the aggregate amount of all such Losses Non De Minimis Damages that have finally been determined to be indemnifiable pursuant to this Article VIII exceeds $1,500,000one-half of one percent (0.5%) of the Unadjusted Base Consideration Amount (the “Deductible”), in which case all Losses shall and once the Deductible has been exceeded, the Indemnified Party may be indemnified from for all Non De Minimis Damages in excess of the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, exceed $15,000,000Deductible. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a8.5(a) shall not apply to Losses based upon, arising out of, with respect to, or by reason of, any breaches (i) inaccuracy in or breach of any Fundamental RepresentationsRepresentation, (ii) fraud on the part of any Seller or Buyer or (iii) any claim for indemnification pursuant to Section 8.2(c), Section 8.2(d), Section 8.2(e), Section 8.2(f), Section 8.2(g), Section 8.3(b) or Section 8.3(c). (b) In no event The aggregate amount of all Losses for which the Indemnifying Party shall the aggregate indemnification to be paid by any Party liable pursuant to Article VIII shall not exceed an amount in value equal to value one half of one percent (0.5%) of the Unadjusted Base Consideration as Amount (the “Indemnification Limit”); provided, however, that the Indemnification Limit shall not apply to Losses based upon, arising out of, with respect to, or by reason of, any (i) inaccuracy in or breach of any Fundamental Representation, (ii) fraud on the part of any Seller or Buyer or (iii) any claim for indemnification pursuant to Section 8.2(c), Section 8.2(d), Section 8.2(e), Section 8.2(f), Section 8.2(g), Section 8.3(b) or Section 8.3(c). With respect to the matters set forth in sub-clause (iii) of the preceding sentence (other than covenants that are required to be performed after the Closing), the aggregate liability of the applicable Indemnifying Party shall not exceed fifty percent (50%) of the Unadjusted Base Consideration Amount (the “Liability Limit”). With respect to any claim for indemnification for any inaccuracy in or breach of any Fundamental Representation, the aggregate liability of the Indemnifying Party shall not exceed the Unadjusted Base Consideration Amount (the “Aggregate Liability Limit”). For the avoidance of doubt, neither the Liability Limit nor the Aggregate Liability Limit shall apply to sub-clause (ii) in the third preceding sentence. (c) No representation or warranty contained herein shall be deemed untrue or incorrectWith respect to Buyer Losses claimed pursuant to Section 8.2(a) (except in the case of fraud with respect thereto), and subject to Section 8.5(a), a Party Buyer Indemnitee shall not be deemed recover Buyer Losses (i) first, from the Sellers until all Buyer Losses recovered from the Sellers pursuant to have breached a representation or warrantySection 8.2(a) (taken together with Buyer Losses recovered from the Sellers pursuant to Section 8.2(b), as a consequence of if any) equal the existence of any factIndemnification Limit and (ii) second, circumstance or event of which under the other Party is aware as of the Closing DateR&W Policy in accordance with its terms. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYSolely with respect to Buyer Losses claimed pursuant to Section 8.2(b), NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIALthe Buyer Indemnitees shall recover such Buyer Losses (i) first, PUNITIVEfrom the Sellers until all Buyer Losses recovered from Sellers pursuant to Section 8.2(b) (taken together with Buyer Losses recovered from the Sellers pursuant to Section 8.2(a), EXEMPLARYif any) equal the Indemnification Limit, CONSEQUENTIAL(ii) second, INCIDENTAL OR INDIRECT DAMAGESunder the R&W Policy in accordance with its terms and subject to Section 8.5(e) and (iii) third, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT)directly from the Sellers. (e) From and after The Buyer Indemnitees shall use commercially reasonable efforts to recover Buyer Losses under the Closing Date, R&W Policy; provided that the indemnities provided Buyer Indemnitees may concurrently seek recovery from the Sellers (subject to the limitations set forth in this Article VIII VIII) and the R&W Policy and any recoveries from the Sellers shall be subject to the sole and exclusive remedy Buyer Indemnitees’ reimbursement obligations set forth in the second sentence of Section 8.5(f). (f) The amount of any Party against any other Party or its Affiliates at Law or in equity relating to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in all Buyer Losses indemnifiable under this Agreement shall prevent be determined net of any Party amounts recovered by a Buyer Indemnitee with respect to such Buyer Losses from seeking an injunction any third party or injunctions under or pursuant to prevent any insurance policy pursuant to which or under which a Buyer Indemnitee has rights other than recoveries under the R&W Policy (unless and to the extent such proceeds are recovered in respect of breaches of or inaccuracies in the Sellers’ Fundamental Representations in excess of the retention under the R&W Policy), it being understood that any amounts recovered under or pursuant to any insurance policy shall be calculated net of any reasonable costs associated with pursuing such insurance proceeds, including any deductible, co-pay, premium increase and other out-of-pocket costs and expenses. If any Buyer Indemnitee receives such recovery from any third party or under or pursuant to any insurance policy after receipt of payment from the Sellers (other than the R&W Policy, unless and to the extent such proceeds are recovered in respect of Sellers’ Fundamental Representations in excess of the retention under the R&W Policy), then such Buyer Indemnitee shall promptly pay over to the Sellers the amount so recovered (after deducting therefrom the amount of all reasonable costs and expenses incurred in procuring such recovery), but not in excess of any amount previously paid by the Sellers to such Buyer Indemnitee in respect of such matter. The Sellers shall not be required to indemnify Buyer pursuant to Section 8.2 against any Losses to the extent that such liability was discharged (whether by payment or by the use or set-off of any relief) on or before Closing. (g) In calculating amounts payable to an Indemnified Party, the De Minimis Threshold, the Deductible and the Indemnification Limit, the amount of any loss shall be determined without duplication of any Loss for which an indemnification claim has been made or could be made under any other representation, warranty, covenant, or agreement and shall be computed net of any Tax benefit actually realized by the Indemnified Party with respect to such Loss in the year such Loss is incurred, with the Loss treated as the last item of expense or deduction realized for such year. (h) Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to Section 8.2 hereof (other than Section 8.2(d)) (i) as to any fact, matter, circumstance or event for which a specific reserve or accrual is included as a current liability in the final Closing Date Net Working Capital or as a liability (other than a current liability) in balance sheets as of the Balance Sheet Date included in Financial Statements to the extent of such reserve or accrual or (ii) to the extent that the Indemnifying Party is able to prove that any Losses were attributable to such Indemnified Party’s willful misconduct. (i) In respect of any Loss for which indemnification may be sought pursuant to Article VIII, the Indemnified Party shall, and shall cause its Affiliates to, take commercially reasonable steps, at the Indemnifying Party’s request and expense, to mitigate any Losses upon becoming aware of any event which gives rise thereto. (j) For all Tax purposes, the Parties agree to treat indemnity payments made pursuant to this Agreement by the other Parties and as an adjustment to enforce specifically the terms and provisions hereof that expressly survive the Closing DateConsideration Amount except as otherwise required by applicable Law. (k) For the avoidance of doubt, amounts in respect of which Buyer may be entitled to indemnification under Section 8.2(c) through Section 8.2(g) shall not be calculated as a multiple of earnings, profits, revenues or sales.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to the contrary set forth herein, no No Indemnified Party shall have be entitled to indemnification in respect of any claim for indemnification obligations under Section 8.2(a)(i) or Section 8.2(b)(i), unless and until (i) for the amount of Losses incurred in connection with any individual item where claim or series of related claims based on a similar set of operative facts is greater than the Loss relating De Minimis Threshold and once the De Minimis Threshold has been exceeded, the Indemnified Party may be indemnified for all Losses related thereto is less than $500,000 (the “Non De MinimisMinimis Damages”) and not just the amount in excess of the De Minimis Threshold (but subject to any 84 remaining amount of the Deductible), and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimis, unless the aggregate amount of all such Losses Non De Minimis Damages that have finally been determined to be indemnifiable pursuant to this Article VIII exceeds $1,500,000one-half of one percent (0.5%) of the Unadjusted Base Consideration Amount (the “Deductible”), in which case all Losses shall and once the Deductible has been exceeded, the Indemnified Party may be indemnified from for all Non De Minimis Damages in excess of the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, exceed $15,000,000Deductible. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a8.5(a) shall not apply to Losses based upon, arising out of, with respect to, or by reason of, any breaches (i) inaccuracy in or breach of any Fundamental RepresentationsRepresentation, (ii) fraud on the part of any Seller or Buyer or (iii) any claim for indemnification pursuant to Section 8.2(c), Section 8.2(d), Section 8.2(e), Section 8.2(f), Section 8.2(g), Section 8.3(b) or Section 8.3(c). (b) In no event The aggregate amount of all Losses for which the Indemnifying Party shall the aggregate indemnification to be paid by any Party liable pursuant to Article VIII shall not exceed an amount in value equal to value one half of one percent (0.5%) of the Unadjusted Base Consideration as Amount (the “Indemnification Limit”); provided, however, that the Indemnification Limit shall not apply to Losses based upon, arising out of, with respect to, or by reason of, any (i) inaccuracy in or breach of any Fundamental Representation, (ii) fraud on the part of any Seller or Buyer or (iii) any claim for indemnification pursuant to Section 8.2(c), Section 8.2(d), Section 8.2(e), Section 8.2(f), Section 8.2(g), Section 8.3(b) or Section 8.3(c). With respect to the matters set forth in sub-clause (iii) of the preceding sentence (other than covenants that are required to be performed after the Closing), the aggregate liability of the applicable Indemnifying Party shall not exceed fifty percent (50%) of the Unadjusted Base Consideration Amount (the “Liability Limit”). With respect to any claim for indemnification for any inaccuracy in or breach of any Fundamental Representation, the aggregate liability of the Indemnifying Party shall not exceed the Unadjusted Base Consideration Amount (the “Aggregate Liability Limit”). For the avoidance of doubt, neither the Liability Limit nor the Aggregate Liability Limit shall apply to sub-clause (ii) in the third preceding sentence. (c) No representation or warranty contained herein shall be deemed untrue or incorrectWith respect to Buyer Losses claimed pursuant to Section 8.2(a) (except in the case of fraud with respect thereto), and subject to Section 8.5(a), a Party Buyer Indemnitee shall not be deemed recover Buyer Losses (i) first, from the Sellers until all Buyer Losses recovered from the Sellers pursuant to have breached a representation or warrantySection 8.2(a) (taken together with Buyer Losses recovered from the Sellers pursuant to Section 8.2(b), as a consequence of if any) equal the existence of any factIndemnification Limit and (ii) second, circumstance or event of which under the other Party is aware as of the Closing DateR&W Policy in accordance with its terms. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYSolely with respect to Buyer Losses claimed pursuant to Section 8.2(b), NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIALthe Buyer Indemnitees shall recover such Buyer Losses (i) first, PUNITIVEfrom the Sellers until all Buyer Losses recovered from Sellers pursuant to Section 8.2(b) (taken together with Buyer Losses recovered from the Sellers pursuant to Section 8.2(a), EXEMPLARYif any) equal the Indemnification Limit, CONSEQUENTIAL(ii) second, INCIDENTAL OR INDIRECT DAMAGESunder the R&W Policy in accordance with its terms and subject to Section 8.5(e) and (iii) third, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT)directly from the Sellers. (e) From and after The Buyer Indemnitees shall use commercially reasonable efforts to recover Buyer Losses under the Closing Date, R&W Policy; provided that the indemnities provided Buyer Indemnitees may concurrently seek recovery from the Sellers (subject to the limitations set forth in this Article VIII 85 VIII) and the R&W Policy and any recoveries from the Sellers shall be subject to the sole and exclusive remedy Buyer Indemnitees’ reimbursement obligations set forth in the second sentence of Section 8.5(f). (f) The amount of any Party against any other Party or its Affiliates at Law or in equity relating to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in all Buyer Losses indemnifiable under this Agreement shall prevent be determined net of any Party amounts recovered by a Buyer Indemnitee with respect to such Buyer Losses from seeking an injunction any third party or injunctions under or pursuant to prevent any insurance policy pursuant to which or under which a Buyer Indemnitee has rights other than recoveries under the R&W Policy (unless and to the extent such proceeds are recovered in respect of breaches of or inaccuracies in the Sellers’ Fundamental Representations in excess of the retention under the R&W Policy), it being understood that any amounts recovered under or pursuant to any insurance policy shall be calculated net of any reasonable costs associated with pursuing such insurance proceeds, including any deductible, co-pay, premium increase and other out-of-pocket costs and expenses. If any Buyer Indemnitee receives such recovery from any third party or under or pursuant to any insurance policy after receipt of payment from the Sellers (other than the R&W Policy, unless and to the extent such proceeds are recovered in respect of Sellers’ Fundamental Representations in excess of the retention under the R&W Policy), then such Buyer Indemnitee shall promptly pay over to the Sellers the amount so recovered (after deducting therefrom the amount of all reasonable costs and expenses incurred in procuring such recovery), but not in excess of any amount previously paid by the Sellers to such Buyer Indemnitee in respect of such matter. The Sellers shall not be required to indemnify Buyer pursuant to Section 8.2 against any Losses to the extent that such liability was discharged (whether by payment or by the use or set-off of any relief) on or before Closing. (g) In calculating amounts payable to an Indemnified Party, the De Minimis Threshold, the Deductible and the Indemnification Limit, the amount of any loss shall be determined without duplication of any Loss for which an indemnification claim has been made or could be made under any other representation, warranty, covenant, or agreement and shall be computed net of any Tax benefit actually realized by the Indemnified Party with respect to such Loss in the year such Loss is incurred, with the Loss treated as the last item of expense or deduction realized for such year. (h) Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to Section 8.2 hereof (other than Section 8.2(d)) (i) as to any fact, matter, circumstance or event for which a specific reserve or accrual is included as a current liability in the final Closing Date Net Working Capital or as a liability (other than a current liability) in balance sheets as of the Balance Sheet Date included in Financial Statements to the extent of such reserve or accrual or (ii) to the extent that the Indemnifying Party is able to prove that any Losses were attributable to such Indemnified Party’s willful misconduct. (i) In respect of any Loss for which indemnification may be sought pursuant to Article VIII, the Indemnified Party shall, and shall cause its Affiliates to, take commercially reasonable steps, at the Indemnifying Party’s request and expense, to mitigate any Losses upon becoming aware of any event which gives rise thereto. 86 (j) For all Tax purposes, the Parties agree to treat indemnity payments made pursuant to this Agreement by the other Parties and as an adjustment to enforce specifically the terms and provisions hereof that expressly survive the Closing DateConsideration Amount except as otherwise required by applicable Law. (k) For the avoidance of doubt, amounts in respect of which Buyer may be entitled to indemnification under Section 8.2(c) through Section 8.2(g) shall not be calculated as a multiple of earnings, profits, revenues or sales.

Certain Limitations on Indemnification. Notwithstanding the other provisions of this Article X: (a) Notwithstanding the foregoing or anything to the contrary Except as set forth herein, no Party shall have any indemnification obligations under in Section 8.2(a)(i) or Section 8.2(b)(i10.5(b), (i) the Sellers shall not have any indemnification obligations for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”Losses under Section 10.2(a)(i) and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimis, unless the aggregate amount of all Losses relating thereto for which the Sellers would be liable exceeds the Deductible, and then only to the extent of such excess and (ii) Purchaser shall not have any indemnification obligations for Losses under Section 10.3(a) unless the aggregate amount of all Losses relating thereto for which Purchaser would be liable exceeds $1,500,000the Deductible, and then only to the extent such excess. Except as set forth in Section 10.5(b), in which case all Losses shall be indemnified from the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to for which the Sellers are obligated under Section 8.2(a)(i10.2(a)(i) or for which Purchaser is obligated under Section 8.2(b)(i10.3(a), as applicablein each case, exceed $15,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to any breaches of Fundamental RepresentationsCap. (b) In no event The Cap and Deductible limitations shall the aggregate indemnification not apply to be paid by any Party pursuant to Article VIII exceed an amount in value equal to value breaches or inaccuracies of the Consideration as Seller Fundamental Representations or in the case of the ClosingFraud in respect of Section 10.2(a)(i). (c) No representation Notwithstanding anything herein to the contrary but subject to the joint and several Liability as between the Xxxx Xxxxxxx and joint and several Liability as between the Ochstein Sellers, in no event shall either the Xxxx Xxxxxxx or warranty contained herein shall be deemed untrue the Ochstein Sellers have any Liability, obligation, or incorrect, and a Party shall not be deemed responsibility (A) for any amount in excess of the portion of the Purchase Price actually paid to have breached a representation the members of the Xxxx Xxxxxxx or warrantythe Ochstein Sellers, as applicable, pursuant to this Agreement, (B) with respect to a consequence breach of any covenant on the part of the existence Ochstein Seller or the Xxxx Seller (other than breaches of covenants by the Company), respectively or (C) for any claim for indemnification under this Article X in respect of any factmatter that is taken into account in the Financial Statements or any adjustment to the Purchase Price pursuant to Section 2.3. Notwithstanding anything herein to the contrary, circumstance in no event shall Purchaser have any Liability, obligation or event of which the other Party is aware as responsibility for any amount under this Agreement in excess of the Closing DatePurchase Price actually paid to the Sellers. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYNo Seller shall have any right of contribution, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in this Article VIII shall be the sole and exclusive set off or indemnity or other right or remedy of any Party against any other Party member of the Company Group or its Affiliates at Law in connection with any indemnification obligation or any other Liability to which such Seller may become subject under or in equity relating to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in with this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing DateAgreement.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to provisions of this Article XI, neither the contrary set forth herein, no Party Seller nor the Buyer shall have any indemnification obligations for Losses under Section 8.2(a)(i11.2(a)(i), Section 11.2(a)(ii) or Section 8.2(b)(i11.3(a)(i), (i) for any individual item item, or group of items arising out of the same or series of similar facts, conditions or events, where the Loss aggregate amount of Losses relating thereto is less than $500,000 (the “De Minimis”) Sub-Basket and (ii) in respect of each individual item where the Loss aggregate amount of Losses relating thereto is equal to or greater than exceeds the De MinimisSub-Basket, the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, shall be entitled to indemnification for the full amount of such individual item (or group of items as set forth above), subject to clause (ii) below, and (ii) unless the aggregate amount of all Losses on a cumulative basis suffered by Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, exceeds the Deductible, and then only to the extent of such Losses exceeds $1,500,000, in which case all Losses shall be indemnified from the first dollarexcess. In no event shall the aggregate indemnification to be paid by any Party pursuant to for which the Seller is obligated under Section 8.2(a)(i11.2(a)(i) or and Section 8.2(b)(i)11.2(a)(ii) exceed the Cap, as applicable, exceed $15,000,000. Notwithstanding the foregoing, provided that the limitations on indemnification set forth in this Section 8.4(a11.5(a) shall not apply to Losses based upon or resulting from the failure of any breaches of the Fundamental Representations. (b) In no event shall Representations of the aggregate indemnification Company or of the Seller or the Specified Representations to be paid by any Party pursuant to Article VIII exceed an amount true and correct in value equal to value of the Consideration all respects at and as of the Closing. (c) No representation or warranty contained herein shall be deemed untrue or incorrect, date hereof and a Party shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which the other Party is aware as of the Closing Date. (db) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYNotwithstanding anything herein to the contrary, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIALneither the Buyer nor the Seller shall be liable, PUNITIVEother than with respect to intentional and knowing fraud, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT)for any amount in excess of the Purchase Price plus the Conwed NV Enterprise Value. (ec) From and after the Closing Date, the indemnities provided in No Buyer Indemnified Party shall make any claim for indemnification under this Article VIII shall be XI in respect of (i) any amount to extent that it is specifically reflected in and taken into account as a Current Liability in the sole and exclusive remedy calculation of Working Capital, including any Party against any other Party or its Affiliates at Law or in equity relating adjustment to the Transaction Documents, Purchase Price pursuant to Section 2.6 or (ii) any other document or certificate delivered in connection herewith or therewith, or Loss to the assets extent such Loss arises from the same set of facts with respect to which the Indemnitee previously asserted its indemnification rights under this Article XI and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing Daterecovered its Losses thereunder.

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to the contrary set forth herein, no Party shall have any indemnification obligations under Section 8.2(a)(i) or Section 8.2(b)(i)other provision of this Agreement, (i) neither Party shall be entitled to indemnification, pursuant to either Section 9.1(b) or 9.2(b) (as applicable), for any individual item where breach of the Loss relating thereto is less than representations and warranties, until Losses with respect to all of the foregoing exceed, in the aggregate, Two Million Eight Hundred Seventy One Thousand Dollars ($500,000 2,871,000) (the “De MinimisDeductible”) ), and (ii) in respect of each individual item where then only to the Loss relating thereto is equal to or greater than the De Minimis, unless the aggregate amount of all extent such Losses exceeds $1,500,000exceed, in which case all Losses shall be indemnified from the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, exceed $15,000,000. Notwithstanding the foregoingaggregate, the limitations set forth in this Section 8.4(a) Deductible; provided, that, the foregoing limitation shall not apply with respect to any breaches Notices of Fundamental Claim filed for indemnification pursuant to either Section 9.1(b) or 9.2(b) (as applicable) with respect to any breach by either Party of any of the Perpetual Representations. (b) In Notwithstanding any other provision of this Agreement, in no event shall the aggregate indemnification to be paid by any Party liability of Mallinckrodt UK and its Affiliates for Losses pursuant to Article VIII Sections 9.1(b) (except with respect to the Perpetual Representations and the representations set forth in Section 3.6, for which no such limitation shall apply), 9.1(f), 9.1(g), 9.1(h) and 9.1(l) exceed an amount in value equal to value of Fifty-Seven Million Four Hundred Twenty Thousand Dollars ($57,420,000) (the Consideration as of the Closing“Cap”). (c) No representation or warranty contained herein shall be deemed untrue or incorrect, Buyers and a Party their Affiliates shall not be deemed entitled to have breached a representation or warranty, as a consequence indemnification for Losses pursuant to Section 9.1(b) for any breach of the existence of representations and warranties set forth in Section 3.6, with respect to any fact, circumstance or event of which individual claim unless the other Party is aware as Losses associated with such claim exceed Twenty-Five Thousand Dollars ($25,000) (“De Minimis Claim”). Any De Minimis Claim shall not count toward calculation of the Closing DateDeductible. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYIn no event shall either Party be liable to the other for any special, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIALexemplary or similar punitive damages, PUNITIVEwhether or not a Party has been advised of the possibility of such damages and whether or not they are reasonably foreseeable under the circumstances; provided, EXEMPLARYthat notwithstanding the immediately foregoing and subject to any other limitations set forth herein, CONSEQUENTIALan Indemnifying Party shall be responsible for such type of damages if and to the extent awarded in connection with or as part of any judgment, INCIDENTAL OR INDIRECT DAMAGESorder, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT)decree or other final resolution by a court or other tribunal in connection with a third-party claim for which indemnification is otherwise available in accordance with the terms hereof. (e) From and after the Closing Date, the indemnities provided in this Article VIII All indemnification obligations shall be paid in U.S. Dollars in the sole and exclusive remedy of any Party against any other Party or its Affiliates at Law or in equity relating to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing United States. (f) Notwithstanding anything in this Agreement to the contrary, no liability, obligation, Contract or other matter shall prevent entitle the Buyers to indemnification hereunder to the extent that such liability, obligation, Contract or other matter was adequately taken into account in the calculation of Closing Net Working Capital, Closing Indebtedness or in the Closing Net Cash. (g) In the case of a transfer pricing adjustment which could result in a corresponding or correlative adjustment in a Transferred Subsidiary or an Indirect Subsidiary, Buyers will use commercially reasonable efforts to attain such corresponding or correlative adjustment to limit the amount of any Party from seeking an injunction or injunctions Loss before filing a claim for indemnification under the above provisions. (h) For purposes of the indemnification provided pursuant to prevent breaches Sections 9.1(b) and 9.2(b), each of the representations and warranties in this Agreement by that contains any qualifications as to materiality or Material Adverse Effect or any correlative terms (except for the other Parties representations and warranties contained in Section 3.4 and clause (i) of Section 3.5) shall be read, deemed to enforce specifically have been given, and interpreted as though there were no such qualifications in determining whether (x) there has been any breach of, or inaccuracy in, any such representations or warranties and (y) the terms and provisions hereof that expressly survive the Closing Dateamount of Losses relating thereto.

Certain Limitations on Indemnification. (a) Notwithstanding After the foregoing Closing, except with respect to Losses (x) arising out of inaccuracies in or anything breaches of the representations and warranties contained in the first sentence of Section 3.1, and Section 3.2, or (y) arising out of fraud, bad faith, intentional misrepresentation or intentional omission by the Sellers, the Parent shall not be required to indemnify the contrary set forth herein, no Party shall have any indemnification obligations Buyer Indemnitees for Losses under Section 8.2(a)(i) or Section 8.2(b)(i10.2(a), (i) for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimis, unless until the aggregate amount of all such Losses exceeds $1,500,0005,000,000 (the “Threshold”), in which case event the Parent shall be responsible for all Losses shall be indemnified from the first dollar. In no event shall dollar of such Losses, whether or not in excess of the Threshold or (ii) for Losses in the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(iin excess of $75,000,000 (the “Indemnity Cap”), as applicable, exceed $15,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to any breaches of Fundamental Representations. (b) In no event After the Closing, except with respect to Losses arising out of (x) inaccuracies in or breaches of the representations and warranties contained in the first sentence of Section 5.1, and Section 5.2, or (y) fraud, bad faith, intentional misrepresentation or intentional omission by the Buyers, the Buyers shall not be required to indemnify the Seller Indemnitees for Losses under Section 10.3(a), (i) until the aggregate indemnification to amount of all such Losses exceeds the Threshold, in which event the Buyers shall be paid by any Party pursuant to Article VIII exceed an amount responsible for all Losses, whether or not in value equal to value excess of the Consideration as Threshold from the first dollar of such Losses, or (ii) for Losses in excess of the ClosingIndemnity Cap. (c) No representation The rights and remedies of any party in respect of any inaccuracy or warranty contained herein shall be deemed untrue or incorrectbreach of any representation, and a Party shall not be deemed to have breached a representation or warranty, as a consequence covenant or agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of the existence facts or circumstances upon which any claim of any factsuch inaccuracy or breach is based may also be the subject matter of any other representation, circumstance warranty, covenant or event of agreement as to which the other Party there is aware no inaccuracy or breach except as of the Closing Dateexpressly provided herein. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the The indemnities provided for in this Article VIII X shall be the sole and exclusive remedy of the Buyer Indemnitees or the Seller Indemnitees, as the case may be, after the Closing for any Party against inaccuracy of any representation or warranty of the Sellers or the Buyers, respectively, herein or any other Party or its Affiliates at Law or in equity relating to the Transaction Documents, any other document or certificate delivered in connection herewith or therewith, or the assets and liabilities breach of SRP or any applicable Law or otherwisethis Agreement; provided, that nothing herein shall limit in any way any such party’s remedies in respect of fraud, bad faith, intentional misrepresentation or omission or intentional misconduct by the other party in connection with the transactions contemplated hereby. For the avoidance of doubt, this Agreement Article X shall prevent not limit any Party from seeking an injunction or injunctions to prevent breaches remedies of any party for any breach of this Agreement by any other party in the event that there is not a Closing. (e) No party to this Agreement (or any of its Affiliates) (including, for the avoidance of doubt, the ING Companies) shall, in any event, be liable or otherwise responsible to any other Parties party (or any of its Affiliates) for any punitive, exemplary or special damages of such other party (or any of its Affiliates) arising out of or relating to this Agreement or the performance or breach hereof, other than any such damages arising in connection with a Third Party Claim (as defined below). (f) To the extent that any Losses for which indemnification is sought from the Sellers pursuant to this Article X result from actions or the failure to take action by the Sellers or any of their Subsidiaries that the Buyers caused the Sellers or such Subsidiary to take or fail to take, directly or indirectly, the Sellers shall not be required to provide any indemnity for such Losses. (g) For purposes of determining the amount of Losses to be indemnified pursuant to this Article X (but not for purposes of determining whether an inaccuracy in or breach of any representation or warranty has occurred), any inaccuracy in or breach of any representation or warranty (other than the representation and warranty contained in Section 3.7) shall be determined without regard to enforce specifically any materiality, Seller Material Adverse Effect, or similar qualification contained in or otherwise applicable to such representation or warranty. (h) To the terms and extent that a Buyer Indemnitee or a Seller Indemnitee has received payment in respect of a Loss pursuant to the provisions hereof that expressly survive of another Transaction Document such Indemnitee shall not be entitled to indemnification for such Loss under this Agreement (including pursuant to Section 10.6), but only to the Closing Dateextent of such payment.

Certain Limitations on Indemnification. Notwithstanding the other provisions of this Article X: (a) Notwithstanding the foregoing or anything to the contrary set forth herein, no Party The Sellers shall not have any indemnification obligations for Losses under Section 8.2(a)(i10.2(a)(i) or Section 8.2(b)(i10.2(b)(i), (i) for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimis, unless the aggregate amount of all Losses relating thereto for which the Sellers would be liable exceeds the Deductible, and then only to the extent of such Losses exceeds $1,500,000, in which case all Losses shall be indemnified from the first dollarexcess. In no event shall the aggregate indemnification to be paid by any Party pursuant to for which the Sellers are obligated under Section 8.2(a)(i10.2(a)(i) or and Section 8.2(b)(i), as applicable, 10.2(b)(i) exceed $15,000,000the Cap. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to any breaches of Fundamental Representations. (b) In no event shall the aggregate indemnification for which the Sellers are obligated under Section 10.2(a)(i), Section 10.2(a)(ii), Section 10.2(a)(iii) (only with respect to be paid by any Party pursuant to Article VIII breach of any Limited Covenant) and Section 10.2(b)(i) exceed an amount in value equal to value the Cap plus the Deductible. No amount shall be payable by the Sellers under Section 10.2(a)(i) or Section 10.2(b)(i) for any individual claim or series of related claims (including where such claims arise out of substantially the same facts, events, circumstances, acts, courses of action or omissions) where the Losses relating to such claim or claims are less than the Threshold, and such amounts shall not be applied against the Deductible. Notwithstanding the foregoing, in no event shall any limitations on indemnification obligations set forth in this Section 10.5(a) be applicable to (i) breaches of Fundamental Representations, (ii) claims relating to fraud, (iii) breaches of covenants (other than Limited Covenants) or (iv) breaches of Limited Covenants to the extent that (A) prior to the Closing, any cash or cash equivalents generated or received as a result of such breach are paid or distributed by any of the Consideration as Companies to the Sellers, Related Parties, or any of the Companies’ or the Sellers’ Affiliates, or (B) the underlying cause of such Losses was made known to Purchaser by Holdings or the Sellers prior to the Closing. (b) Notwithstanding anything herein to the contrary, other than in the event of fraud by such Seller, in no event shall: (i) a Seller be liable under this Article X for any amount (taking into account all liabilities of such Seller under this Agreement) in excess of its respective portion of the proceeds hereunder that are actually received by such Seller pursuant to this Agreement, (ii) a Seller be obligated under Section 10.2(a) to indemnify a Purchaser Indemnified Party for an amount greater than such Seller’s Indemnification Percentage of the applicable Loss, or (iii) a Seller have any liability, obligation or responsibility under this Article X with respect to the breach of any (A) of the representations or warranties made by any other Seller or (B) covenant on the part of any other Seller. (c) No representation Purchaser Indemnified Party shall make any claim for indemnification under this Article X in respect of any matter that is taken into account in the calculation of Final Working Capital or warranty contained herein any adjustment to the Purchase Price pursuant to Section 2.3, including through reserves and accruals included in Final Working Capital. In the event Purchaser believes there are any facts or circumstances that are the basis for any adjustments to the Estimated Working Capital delivered by Holdings pursuant to Section 2.3(a), Purchaser shall be deemed untrue permitted, at its election, to pursue a remedy based on such facts or incorrect, and a Party shall not be deemed to have breached a representation or warranty, circumstances as a consequence of the existence of any fact, circumstance or event of which the other Party is aware as of an adjustment in the Closing DateStatement by establishing a specific accrual or reserve with respect to such facts or circumstances in Purchaser’s calculation of Closing Working Capital or may pursue a remedy based on such facts or circumstances as an indemnification claim, but not both. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the indemnities provided in No Purchaser Indemnified Party shall make any claim for indemnification under this Article VIII X, and no Seller shall be the sole and exclusive remedy have any indemnification obligations for, any Losses in respect of any Party against any other Party or its Affiliates at Law or matter listed in equity relating Section 1.1(a) of the Disclosure Schedule, except to the Transaction Documents, extent that it is determined that any other document of the individuals listed in the definition of “Knowledge of Holdings” had actual knowledge of the facts or certificate delivered in connection herewith or therewith, or the assets and liabilities of SRP or any applicable Law or otherwise; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions circumstances giving rise to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing Datesuch breach.

Certain Limitations on Indemnification. (a) Notwithstanding Each of the parties hereto agrees to take all reasonable steps to mitigate their respective Losses that are indemnifiable hereunder, but the provisions of this Section 6.4 shall not require an Indemnified Party to exhaust any remedies against a third party Indemnitor or insurance prior to making a claim under this Agreement against an Indemnifying Party. If any party receives an insurance payment or a recovery from a third party in respect of its Loss after payment has been made under any indemnification provision of this Agreement in respect of that Loss, the Indemnified Party shall pay to the Indemnifying Party the amount of such insurance payment or third party recovery received by the Indemnified Party (less the Indemnified Party’s reasonable costs incurred to secure such insurance payment or third party recovery) within five (5) business days after such insurance payment or third party recovery is received; provided that, for the avoidance of doubt, Buyer shall not be required to pay over to Seller any tax benefit by virtue of the foregoing or anything provision. (b) Subject to the contrary set forth hereinSection 6.4(d) below, no Party Seller shall have any indemnification obligations not be liable for Losses under Section 8.2(a)(i6.2(a)(i), and Buyer shall not be liable for Losses under Section 6.2(b)(i) unless the amount of Losses under the applicable Section exceeds five thousand dollars ($5,000) in the aggregate, provided, that in the event the Losses under Section 6.2(a)(i) or Section 8.2(b)(i), (i) for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimis, unless the aggregate amount of all such Losses exceeds $1,500,000, in which case all Losses shall be indemnified from the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(i6.2(b)(i), as applicable, exceed such amount, then Seller or Buyer, as the case may be, shall be liable for all of such Losses, including the first five thousand dollars ($15,000,000. Notwithstanding the foregoing5,000) (i.e., the limitations set forth in this Section 8.4(a) shall $5,000 is a threshold not apply to any breaches of Fundamental Representations. (b) In no event shall the aggregate indemnification to be paid by any Party pursuant to Article VIII exceed an amount in value equal to value of the Consideration as of the Closinga deductible). (c) No representation or warranty contained herein shall be deemed untrue or incorrectSubject to Section 6.4(d) below, and a Party Seller shall not be deemed liable for Losses under Section 6.2(a)(i), and Buyer shall not be liable for Losses under Section 6.2(b)(i) to have breached a representation or warranty, as a consequence the extent such Losses exceed five percent (5.0%) of the existence of any fact, circumstance or event of which the other Party is aware as aggregate Purchase Price for all Loans and Real Estate Owned. In furtherance of the Closing Dateforegoing, Seller and Buyer acknowledge and agree that if any Loan or piece of Real Estate Owned is repurchased by Seller pursuant to Section 6.2(c) above, fifty percent (50%) of the amounts payable by Seller under Section 6.2(c) to repurchase the applicable Loan or piece of Real Estate Owned shall apply towards (and count against) the cap on maximum liability contained in this Section 6.4(c); provided, however, that any amounts payable by Seller to repurchase a Loan or piece of Real Estate Owned related to a breach of the representations and warranties contained in subsections (a), (b), (f), (m), (u), and (v) of Section 3.6 and subsections (a), (b) and (q) of Section 3.7 shall not apply towards (or count against) the cap on maximum liability contained in this Section 6.4(c). (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYNotwithstanding anything to the contrary contained herein, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIALLosses that result from (a) actual fraud or intentional misrepresentation by Seller or its Affiliates or Representatives, PUNITIVE(b) breaches of the representations and warranties contained in subsections (a), EXEMPLARY(b), CONSEQUENTIAL(f), INCIDENTAL OR INDIRECT DAMAGES(m), INCLUDING LOSS OF FUTURE REVENUE(u), INCOME OR PROFITSand (v) of Section 3.6 or subsections (a), LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT(b) and (q) of Section 3.7, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLEor (c) any Seller Retained Liabilities, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII will not be subject to any of the limitations contained in this Section 6.4 or elsewhere in this Agreement and any Losses related to the foregoing shall not apply towards (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENTor count against) the cap on maximum liability contained in Section 6.4(c). (e) From and after the Closing DateIN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY SPECIAL OR PUNITIVE DAMAGES, the indemnities provided in this Article VIII shall be the sole and exclusive remedy of any Party against any other Party or its Affiliates at Law or in equity relating to the Transaction DocumentsLOST PROFITS, any other document or certificate delivered in connection herewith or therewithDIMINUTION IN VALUE NOT RELATED TO REAL ESTATE OWNED OR COLLATERAL OR MORTGAGED PROPERTY UNDERLYING THE LOANS, or the assets and liabilities of SRP or any applicable Law or otherwiseOR CONSEQUENTIAL DAMAGES; provided, that nothing in this Agreement shall prevent any Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Parties and to enforce specifically the terms and provisions hereof that expressly survive the Closing DatePROVIDED THAT THE FOREGOING WILL NOT APPLY TO THE EXTENT THAT THE INDEMNIFYING PARTY IS REQUIRED TO INDEMNIFY HEREUNDER FOR DAMAGES REQUIRED TO BE PAID TO A THIRD PARTY.