Common use of Certain Limitations on Indemnification Clause in Contracts

Certain Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained herein: (i) any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and (ii) any Indemnifiable Loss shall be net of the dollar amount of any insurance or other proceeds actually received by the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Loss. (b) Except as otherwise provided in this Section 8.3(b), the representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall survive the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement shall not affect the Parties' obligations under Section 8.1 or 8.2 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their terms. (c) Notwithstanding anything to contrary in this Agreement, in no event shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemnitees, or otherwise be liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) until the Buyer Indemnitees or the Seller Indemnitees, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold amount equal to one percent (1%) of the Purchase Price, after which Buyer or Seller, as the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees or the Buyer Indemnitees, as applicable. The limitations on indemnification set forth in this Section 8.3(c) shall not apply to any losses asserted against or suffered by an Indemnitee in any way relating to, resulting from or arising out of or in connection with the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b). Any such losses also shall be disregarded when determining whether the threshold set forth in this Section 8.3(c) has been exceeded. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) that in the aggregate exceed an amount equal to fifty percent (50%) of the Purchase Price. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section

Certain Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained herein: (i) any Any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons Persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and. (ii) any Any Indemnifiable Loss shall be net of (i) the dollar amount of any insurance or other proceeds actually received receivable by the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss, and (ii) income tax benefits to the Indemnitee, to the extent realized by the Indemnitee. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Loss. (b) Except as otherwise provided in this Section 8.3(b), the representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall survive the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement shall not affect the Parties' obligations under Section 8.1 or Sections 8.2 and 8.3 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their terms. (c) Notwithstanding anything Except to contrary the extent otherwise provided in Article VII, the rights and remedies of DLC and each DLC Indemnitee and each of the Specified FE Subsidiaries and each Specified FE Subsidiaries' Indemnitee under this Article VIII are exclusive and in lieu of any and all other rights and remedies which DLC and Specified FE Subsidiaries may have under this Agreement or otherwise for monetary relief, with respect to (i) any breach of or failure to perform any covenant, agreement, or representation or warranty set forth in this Agreement, in no event shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemniteesafter the occurrence of the DLC Nuclear Closing, or otherwise be liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by (ii) the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) until the Buyer Indemnitees Assumed Liabilities or the Seller IndemniteesExcluded Liabilities, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold amount equal to one percent (1%) . The indemnification obligations of the Purchase Price, after which Buyer or Seller, as the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees or the Buyer Indemnitees, as applicable. The limitations on indemnification Parties set forth in this Section 8.3(c) shall not Article VIII apply only to any losses asserted against or suffered by an Indemnitee in any way relating to, resulting from or matters arising out of or in connection with this Agreement, but do not extend to matters arising out of the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b)Ancillary Agreements. Any such losses also Indemnifiable Loss arising under or pursuant to an Ancillary Agreement shall be disregarded when determining whether governed by the threshold set forth indemnification obligations, if any, contained in this Section 8.3(c) has been exceededthe Ancillary Agreement under which the Indemnifiable Loss arises. (d) Notwithstanding anything to the contrary contained herein, no Party (including an Indemnitee) shall be entitled to recover from any other Party (including an Indemnifying Party) for any liabilities, damages, obligations, payments, losses, costs, or expenses under this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney's and other advisor fees suffered by such Party. DLC and Specified FE Subsidiaries waive any right to recover punitive, incidental, special, exemplary and consequential damages arising in connection with or with respect to this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other . The provisions of this Section 8.38.4(d) that in the aggregate exceed an amount equal shall not apply to fifty percent (50%) of the Purchase Priceindemnification for a Third Party Claim. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section

Certain Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained herein: (i) any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself No amount of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and (ii) any Indemnifiable Loss Losses shall be net of payable pursuant to Section 8.2(a)(i) to any Seller Indemnified Party unless the dollar aggregate amount of any insurance or other proceeds actually received by all Losses that are indemnifiable pursuant to Section 8.2(a)(i) exceeds $2,095,000 (the Indemnitee or any "Deductible"), upon which the aggregate amount of its Affiliates all Losses in excess of such Deductible shall be recoverable in accordance with the terms hereof. For the avoidance of doubt, the Deductible shall be calculated in the aggregate with respect to the Indemnifiable Loss. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts all Indemnity Claims by Seller Indemnified Parties pursuant to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable LossSection 8.2(a)(i). (b) Except as otherwise provided in this In no event shall the aggregate amount of Losses for which Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 8.3(b8.2(a)(i) exceed $41,900,000 (the "Cap"). For the avoidance of doubt, the representations, warranties, covenants and agreements of Cap shall be calculated in the aggregate with respect to all Indemnity Claims by Seller Indemnified Parties set forth in this Agreement shall survive the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement shall not affect the Parties' obligations under pursuant to Section 8.1 or 8.2 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b8.2(a)(i), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their terms. (c) Notwithstanding anything The amount of any Loss subject to contrary indemnification under Section 8.2 shall be calculated net of (i) any Tax Benefit actually realized and utilized by the Indemnified Party on account of such Loss in this Agreementthe taxable year in which the indemnification payment is made or a prior taxable year, and (ii) any insurance proceeds, indemnity, contribution or other similar payment actually recovered by the Indemnified Party from any third party with respect thereto; provided, however, that (A) no Indemnified Party shall be required to pursue insurance or other collateral sources to offset Losses which are indemnifiable under Section 8.2 and (B) the amount of such recovery shall be reduced by any costs and expenses incurred in obtaining such recovery and by the amount of any increase in insurance premiums resulting from making the claim giving rise to such recovery. For purposes hereof, "Tax Benefit" shall mean, with respect to any Loss subject to indemnity under Section 8.2, an amount by which the Tax liability of a party (or a group of Persons filing a Tax Return that includes such party), with respect to a taxable period, is reduced as a result of such Loss or the amount of Tax refund that is generated as a result of such Loss. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Indemnified Party has been indemnified hereunder, then the Indemnified Party shall promptly pay to the Indemnifying Party the amount of such recovery, but in no event shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemnitees, or otherwise be liable in any way whatsoever the amount of such payment to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect exceed the amount of the indemnification payment made to the other provisions of this Section 8.3) until the Buyer Indemnitees or the Seller Indemnitees, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold amount equal to one percent (1%) of the Purchase Price, after which Buyer or Seller, as the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees or the Buyer Indemnitees, as applicable. The limitations on indemnification set forth in this Section 8.3(c) shall not apply to any losses asserted against or suffered by an Indemnitee in any way relating to, resulting from or arising out of or in connection with the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b). Any such losses also shall be disregarded when determining whether the threshold set forth in this Section 8.3(c) has been exceededIndemnified Party. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) that in the aggregate exceed an amount equal to fifty percent (50%) of the Purchase Price. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section

Certain Limitations on Indemnification. (a) All of the representations and warranties of the parties hereto contained in or arising out of this Agreement or otherwise in connection herewith shall survive the Closing hereunder and shall continue in full force and effect thereafter until the second anniversary of the Closing Date, except that the representations and warranties contained in the last sentence of Section 3.1(a) and the first sentence of Section 3.1(b) shall survive indefinitely. Unless a specified period is set forth in this Agreement (in which event such specified period will control), all agreements and covenants contained in this Agreement will survive the Closing and remain in effect indefinitely. Notwithstanding anything herein to the contrary, indemnification for any claim for which a Claim Notice has been timely given prior to the expiration of the representation and warranty upon which such claim is based as provided herein shall not expire, and such claim for indemnification may be pursued, until the final resolution of such claim in accordance with the provisions of this Article VI. (b) Notwithstanding anything to the contrary contained herein: (i) any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and (ii) any Indemnifiable Loss shall be net of the dollar amount of any insurance or other proceeds actually received by the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Loss. (b) Except as otherwise provided in this Section 8.3(b), the representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall survive Agreement, the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement Sellers shall not affect be liable hereunder to the Parties' obligations under Section 8.1 or 8.2 hereof if Buyer Indemnitees unless and until the Indemnitee provided Damages incurred by all Buyer Indemnitees, in the Indemnifying Party with proper notice of aggregate, exceed $10,000, provided, however, that in the claim or event for which indemnification such $10,000 amount is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b)reached, the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive Sellers shall indemnify the Closing applicable Buyer Indemnitee in accordance with their termsthis Agreement for all Damages incurred by such Buyer Indemnitee fully for such Damages, including any amounts applied against such $10,000 threshold. Notwithstanding anything to the contrary set forth in this Agreement, the Sellers shall not be liable hereunder to the Buyer Indemnitees for Damages to the extent that the amount of Damages paid to Buyer Indemnitees hereunder exceeds the Purchase Price. (c) Notwithstanding anything For purposes of determining the amount of any Damages hereunder, such amount shall be reduced by the amount of any insurance proceeds (“Insurance Proceeds”) actually received by the indemnified party in respect of such Damages prior to contrary receipt of the applicable indemnification payment. (d) Other than with respect to fraud or willful misrepresentation, the indemnification provisions and procedures contained in this Agreement, in no event Article VI shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemnitees, or otherwise be liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by constitute the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) until the Buyer Indemnitees or the Seller Indemnitees, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold amount equal to one percent (1%) sole and exclusive recourse and remedy of the Purchase Price, after which Buyer or Seller, as the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees or the Buyer Indemnitees, as applicable. The limitations on indemnification set forth in this Section 8.3(c) shall not apply parties with respect to any losses asserted against or suffered by an Indemnitee in any way relating tomonetary Damages resulting from, resulting from or arising out of or in connection with the failure of (i) the appropriate Party any matters subject to make the payment required indemnification under this Article VI. Accordingly, other than with respect to claims alleging fraud or willful misrepresentation, no claim for any monetary Damages arising under this Agreement shall be made by it in accordance with Section 3.3(d)any of the Buyer Indemnitees except pursuant to the provisions of this Article VI, (ii) Buyer to discharge Assumed Liabilities other than those specified in including, without limitation, Sections 2.3(e6.4(a) and 2.3(i), (iiib) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b). Any such losses also shall be disregarded when determining whether the threshold set forth in this Section 8.3(c) has been exceededapplicable. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) that in the aggregate exceed an amount equal to fifty percent (50%) of the Purchase Price. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section

Certain Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained herein: (i) any Any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and (ii) any Any Indemnifiable Loss shall be net of (A) the dollar amount of any insurance or other proceeds actually received receivable by the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss, and (B) income tax benefits to the Indemnitee, to the extent realized by the Indemnitee. Any Party Person seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Loss. (b) Except as otherwise provided in this Section 8.3(b), the representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall survive the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement shall not affect the Parties' obligations under Section 8.1 or 8.2 Sections 10.1, 10.2, and 10.3 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their terms. (c) Notwithstanding anything Except to contrary the extent otherwise provided in Article XI, the rights and remedies of DLC and the FE Subsidiaries under this Article X are exclusive and in lieu of any and all other rights and remedies which DLC and the FE Subsidiaries may have under this Agreement for monetary relief, with respect to (i) any breach of or failure to perform any covenant, agreement, or representation or warranty set forth in this Agreement, in no event shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemniteesafter the occurrence of the Exchange Closing, or otherwise be liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by (ii) the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) until the Buyer Indemnitees Assumed Liabilities or the Seller IndemniteesExcluded Liabilities, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold amount equal to one percent (1%) . The indemnification obligations of the Purchase Price, after which Buyer or Seller, as the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees or the Buyer Indemnitees, as applicable. The limitations on indemnification Parties set forth in this Section 8.3(c) shall not Article X apply only to any losses asserted against or suffered by an Indemnitee in any way relating to, resulting from or matters arising out of or in connection with this Agreement but do not extend to matters arising out of the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b)Ancillary Agreements. Any such losses also Indemnifiable Loss arising under or pursuant to any other Ancillary Agreement shall be disregarded when determining whether governed by the threshold set forth indemnification obligations, if any, contained in this Section 8.3(c) has been exceededsuch Ancillary Agreement under which the Indemnifiable Loss arises. (d) Notwithstanding anything to the contrary contained herein, no Party (including an Indemnitee) shall be entitled to recover from any other Party (including an Indemnifying Party) for any liabilities, damages, obligations, payments, losses, costs, or expenses under this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney's and other advisor fees suffered by such Party. Each Party waives any right to recover punitive, incidental, special, exemplary and consequential damages arising in connection with or with respect to this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other . The provisions of this Section 8.310.4(d) that in the aggregate exceed an amount equal shall not apply to fifty percent (50%) of the Purchase Priceindemnification for a Third Party Claim. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section

Certain Limitations on Indemnification. (a) Notwithstanding anything Any indemnification payment due to the contrary contained herein: (i) any Indemnitee shall use Commercially Reasonable Efforts Investor Indemnitees or the NFI Indemnitees, as the case may be, pursuant to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and (ii) any Indemnifiable Loss this Article IX shall be net of the dollar amount of any insurance or other proceeds actually received satisfied by the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Losscash reimbursement thereof. (b) Except as otherwise provided For purposes of determining the amount of Losses to be indemnified pursuant to this Article IX (but not for purposes of determining whether an inaccuracy in this Section 8.3(bor breach of any representation or warranty has occurred), the representations, warranties, covenants and agreements of the Parties set forth any inaccuracy in this Agreement shall survive the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment breach of any covenant representation or agreement warranty (other than the representation and warranty contained in Section 3.8) shall not affect the Parties' obligations under Section 8.1 be determined without regard to any materiality, "NFI Material Adverse Effect," "Investor Material Adverse Effect" or 8.2 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim similar qualification contained in or event for which indemnification is sought prior otherwise applicable to such expiration, termination representation or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their termswarranty. (c) Notwithstanding anything to the contrary contained in this Agreement, except with respect to any Third Party Claims which shall not be subject to the limitations set forth in this Section 9.2(c), NFI shall not be required to indemnify (i) any MassMutual Indemnitee for Losses under Section 9.2(a) (excluding Losses under Section 9.2(a) in respect of a Third Party Claim) to the extent the aggregate amount of such Losses for which NFI has actually indemnified the MassMutual Indemnitees under Section 9.2(a) with respect to prior claims exceeds the MassMutual Consideration plus the MassMutual Standby Consideration (the "MassMutual Cap") and (ii) any Jefferies Indemnitee for Losses under Section 9.2(a) (excluding Losses under Section 9.2(a) in respect of a Third Party Claim) to the extent the aggregate amount of such Losses for which NFI has actually indemnified the Jefferies Indemnitees under Section 9.2(a) with respect to prior claims exceeds the Jefferies Consideration plus the Jefferies Standby Consideration (the "Jefferies Cap"). Notwithstanding anything to the contrary contained in this Agreement, MassMutual shall not be required to indemnify any NFI Indemnitees for Losses under Section 9.3(a) to the extent the aggregate amount such Losses for which MassMutual has actually indemnified the NFI Indemnitees under Section 9.3(a) with respect to prior claims exceeds the MassMutual Cap. Notwithstanding anything to the contrary contained in this Agreement, Jefferies shall not be required to indemnify any NFI Indemnitees for Losses under Section 9.3(a) to the extent the aggregate amount such Losses for which Jefferies has actually indemnified the NFI Indemnitees under Section 9.3(a) with respect to prior claims exceeds the Jefferies Cap. (d) The rights and remedies of any party in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement shall in no event way be limited by the fact that the act, omission, occurrence or other state of facts or circumstances upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, warranties and covenants of NFI and Investors' rights to indemnification with respect thereto shall Buyer indemnify Seller not be affected or deemed waived by reason of any investigation made by or on behalf of Investors (including by any of their respective advisors, consultants or representatives) or by reason of the fact that Investors or any of such advisors, consultants or representatives knew or should have known that any such representation or warranty is, was or might be inaccurate. (e) Except as provided in Section 10.8, the indemnity provided for in this Article IX shall be the sole and exclusive remedy of Investor Indemnitees or Seller indemnify Buyer Indemnitees, or otherwise be liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) until the Buyer Indemnitees or the Seller NFI Indemnitees, as the case may be, have incurred after the Closing for any inaccuracy of any representation or warranty of NFI or Investors, respectively, herein or any other breach of this Agreement, provided that nothing herein shall limit in any way any such party's remedies in respect of fraud by the other party in connection with the transactions contemplated hereby. (f) No party to this Agreement (or any of its Affiliates) shall, in any event, be liable or otherwise indemnifiable Losses that responsible to any other party (or any of its Affiliates) for any special, exemplary, punitive or consequential 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 out-of-pocket damages or damages for the diminution in the aggregate exceed a threshold amount equal to one percent (1%) value of the Purchase Price, after which Buyer or Seller, Convertible Shares. (g) Any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees MassMutual Consideration or the Buyer IndemniteesJefferies Consideration, as applicable. The limitations on indemnification set forth In calculating any Loss there shall be deducted any insurance recovery actually received by the Indemnified Party in this Section 8.3(c) respect thereof (and no right of subrogation shall not apply accrue hereunder to any losses asserted against or suffered by an Indemnitee in any way relating to, resulting from or arising out of or in connection with the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(dinsurer), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b). Any such losses also shall be disregarded when determining whether the threshold set forth in this Section 8.3(c) has been exceeded. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) that in the aggregate exceed an amount equal to fifty percent (50%) of the Purchase Price. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section

Certain Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained herein: (i) any Any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and. (ii) any Any Indemnifiable Loss shall be net of (A) the dollar amount of any insurance or other proceeds actually received receivable by the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss, and (B) income tax benefits to the Indemnitee, to the extent realized by the Indemnitee. Any Party party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Loss. (b) Except as otherwise provided in this Section 8.3(b), the representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall survive the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement shall not affect the Parties' obligations under Section 8.1 or 8.2 Sections 9.1 through 9.6 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their terms. (c) Notwithstanding anything Except to contrary the extent otherwise provided in Article X, the rights and remedies of Seller, Buyer, and the FE Subsidiaries under this Article IX are exclusive and in lieu of any and all other rights and remedies which each of Seller, Buyer, and the FE Subsidiaries may have under this Agreement or otherwise for monetary relief, with respect to (i) any breach of or failure to perform any covenant, agreement, representation or warranty set forth in this Agreement, in no event shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemniteesafter the occurrence of the Auction Closing, or otherwise be liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by (ii) the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) until the Buyer Indemnitees Assumed Liabilities or the Seller IndemniteesExcluded Liabilities, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold amount equal to one percent (1%) . The indemnification obligations of the Purchase Price, after which Buyer or Seller, as the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees or the Buyer Indemnitees, as applicable. The limitations on indemnification Parties set forth in this Section 8.3(c) shall not Article IX apply only to any losses asserted against or suffered by an Indemnitee in any way relating to, resulting from or matters arising out of or in connection with this Agreement but do not extend to matters arising out of any of the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b)Ancillary Agreements. Any such losses also Indemnifiable Loss arising under or pursuant to an Ancillary Agreement 114 116 shall be disregarded when determining whether governed by the threshold set forth indemnification obligations, if any, contained in this Section 8.3(c) has been exceededsuch Ancillary Agreement under which the Indemnifiable Loss arises. (d) Notwithstanding anything to the contrary contained herein, no party (including an Indemnitee) shall be entitled to recover from any other party (including an Indemnifying Party) for any liabilities, damages, obligations, payments, losses, costs, or expenses under this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney's and other advisor fees suffered by such party. Each of Buyer, Seller, and the FE Subsidiaries waives any right to recover punitive, incidental, special, exemplary and consequential damages arising in connection with or with respect to this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other . The provisions of this Section 8.39.7(d) that in the aggregate exceed an amount equal shall not apply to fifty percent (50%) of the Purchase Priceindemnification for a Third Party Claim. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section

Certain Limitations on Indemnification. Anything in this ------------ -------------------------------------- Article 10 to the contrary notwithstanding: (a) Notwithstanding anything The amount of any particular Losses and Expenses required to the contrary contained herein: be indemnified against under Section 10.1 or 10.2 shall be reduced by (i) any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and (ii) any Indemnifiable Loss shall be net of the dollar amount of any insurance proceeds paid to the Indemnitee or other proceeds any of its Affiliates with respect to such Losses and Expenses (and no right of subrogation shall accrue to any insurer hereunder), and (ii) the amount of any tax benefit actually received realized by the Indemnitee or any of its Affiliates with respect to such Losses and Expenses (after giving effect to the Indemnifiable Losstax effect of receipt of the indemnification payments). Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with With respect to any such Indemnifiable Lossclaim for which indemnity has been paid hereunder, the Indemnitor shall be subrogated to all rights of recovery of the Indemnitee and its Affiliates against any insurer or other third party. (b) Except Neither CCI nor any of its Affiliates shall be entitled to indemnification under Section 10.1 for any Losses and Expenses to the extent that such Losses and Expenses arise out of breaches of representations or warranties of Sellers contained herein that constitute breaches of representation or warranties for which, as otherwise provided in this at the Closing Time, MNH would be entitled to indemnification under Section 8.3(b), the representations, warranties, covenants and agreements 12.3 of the Parties set forth in this Agreement shall survive Stock Purchase Agreement, dated as of February 11, 1992, Regarding North Central Cable Communications Corporation, as amended through the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement shall not affect the Parties' obligations under Section 8.1 or 8.2 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their termsdate hereof. (c) Notwithstanding anything The amount of any particular Losses that Sellers are required to contrary in indemnify CCI and its Affiliates against pursuant to Section 10.1(a) of this AgreementAgreement shall be limited to the product of (i) the aggregate amount of such Losses (after giving effect to Sections 10.8(a) and (b)), multiplied by (ii) the Sellers Indemnification Percentage. (d) Subject to the Closing, Sellers shall have no liability under Section 10.1(a) or (b) unless and until the aggregate amount of Losses and Expenses otherwise subject to their indemnification obligations thereunder exceeds $600,000 (the "MINIMUM DAMAGE REQUIREMENT"), in no event which case all such Losses and Expenses in excess of $125,000 shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemniteesbe indemnifiable by Sellers; provided, or otherwise be liable in any way whatsoever however, that the Minimum Damage Requirement shall not apply to said Indemnitees, for any Losses or Expenses resulting from or arising out of any default by Sellers of their obligations under Section 6.10 or 8.3(b)(iii). Subject to the Closing, Sellers shall have no liability under Section 10.1, and Buyer shall have no liability under Section 10.2 to the extent that the aggregate amount of Losses and Expenses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions obligations of this Section 8.3) until the Buyer Indemnitees Sellers or the Seller IndemniteesBuyer, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold hereunder exceeds $20,000,000, which amount equal shall be reduced to one percent $10,000,000 with respect to any claims with respect to which notice is not given to Sellers or Buyer (1%) of the Purchase Price, after which Buyer or Seller, as the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees ) on or the Buyer Indemnitees, as applicable. The limitations on indemnification set forth in this Section 8.3(c) shall not apply to any losses asserted against or suffered by an Indemnitee in any way relating to, resulting from or arising out of or in connection with the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and prior to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b). Any such losses also shall be disregarded when determining whether the threshold set forth in this Section 8.3(c) has been exceeded. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) that in the aggregate exceed an amount equal to fifty percent (50%) first anniversary of the Purchase Pricedate hereof. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section

Certain Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained herein: (i) any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself No amount of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and (ii) any Indemnifiable Loss Losses shall be net of payable pursuant to Section 8.2(a)(i) to any Seller Indemnified Party unless the dollar aggregate amount of any insurance or other proceeds actually received by all Losses that are indemnifiable pursuant to Section 8.2(a)(i) exceeds $1,650,000 (the Indemnitee or any “Deductible”), upon which the aggregate amount of its Affiliates all Losses in excess of such Deductible shall be recoverable in accordance with the terms hereof. For the avoidance of doubt, the Deductible shall be calculated in the aggregate with respect to the Indemnifiable Loss. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts all Indemnity Claims by Seller Indemnified Parties pursuant to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable LossSection 8.2(a)(i). (b) Except as otherwise provided in this In no event shall the aggregate amount of Losses for which Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 8.3(b8.2(a)(i) exceed $33,000,000 (the “Cap”). For the avoidance of doubt, the representations, warranties, covenants and agreements of Cap shall be calculated in the aggregate with respect to all Indemnity Claims by Seller Indemnified Parties set forth in this Agreement shall survive the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement shall not affect the Parties' obligations under pursuant to Section 8.1 or 8.2 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b8.2(a)(i), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their terms. (c) Notwithstanding anything The amount of any Loss subject to contrary indemnification under Section 8.2 shall be calculated net of (i) any Tax Benefit actually realized and utilized by the Indemnified Party on account of such Loss in this Agreementthe taxable year in which the indemnification payment is made or a prior taxable year, and (ii) any insurance proceeds, indemnity, contribution or other similar payment actually recovered by the Indemnified Party from any third party with respect thereto; provided, however, that (A) no Indemnified Party shall be required to pursue insurance or other collateral sources to offset Losses which are indemnifiable under Section 8.2 and (B) the amount of such recovery shall be reduced by any costs and expenses incurred in obtaining such recovery and by the amount of any increase in insurance premiums resulting from making the claim giving rise to such recovery. For purposes hereof, “Tax Benefit” shall mean, with respect to any Loss subject to indemnity under Section 8.2, an amount by which the Tax liability of a party (or a group of Persons filing a Tax Return that includes such party), with respect to a taxable period, is reduced as a result of such Loss or the amount of Tax refund that is generated as a result of such Loss. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Indemnified Party has been indemnified hereunder, then the Indemnified Party shall promptly pay to the Indemnifying Party the amount of such recovery, but in no event shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemnitees, or otherwise be liable in any way whatsoever the amount of such payment to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect exceed the amount of the indemnification payment made to the other provisions of this Section 8.3) until the Buyer Indemnitees or the Seller Indemnitees, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold amount equal to one percent (1%) of the Purchase Price, after which Buyer or Seller, as the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees or the Buyer Indemnitees, as applicable. The limitations on indemnification set forth in this Section 8.3(c) shall not apply to any losses asserted against or suffered by an Indemnitee in any way relating to, resulting from or arising out of or in connection with the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b). Any such losses also shall be disregarded when determining whether the threshold set forth in this Section 8.3(c) has been exceededIndemnified Party. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) that in the aggregate exceed an amount equal to fifty percent (50%) of the Purchase Price. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section

Certain Limitations on Indemnification. (ai) No claim may be asserted nor may any action be commenced for indemnification hereunder unless the Radiancy Representative shall have notified the PhotoMedex Representative, in the case of indemnification pursuant to clause (b) above, or the PhotoMedex Representative shall have notified the Radiancy Representative, in the case of indemnification pursuant to clause (c) above, in writing of the existence of such claim or action, and such notice describes in reasonable detail the facts and circumstances which relate to the subject matter of such claim or action to the extent then known, prior to the six (6) month anniversary of the Closing Date. (ii) Each of the Parties hereto hereby acknowledge and agree that following the Closing, except with respect to actions for specific performance or other equitable remedies (including as provided for in Section 8.10 hereof), the provisions of Section 1.3 and this Section 5.18 shall be the sole and exclusive remedies of any Radiancy Indemnified Party or PhotoMedex Indemnified Party, as the case may be, for any breach by another Party of this Agreement, and the Parties hereto hereby acknowledge and agree that no Party hereto shall have any remedies or cause of action (whether in contract or in tort) for any statements, communications, disclosures, failures to disclose, representations or warranties not set forth in this Agreement. (iii) Subject to the terms and conditions of Section 1.3 and this Section 5.18, each of the Parties hereto hereby acknowledge and agree that the indemnities set forth in this Agreement will be satisfied solely through the release of the Escrow Securities in accordance with the provisions of Section 1.3 and the Escrow Agreement, and in no event shall any indemnifiable recoveries pursuant to the provisions of this Agreement involve the payment of any consideration other than a release of Escrow Securities that are held in the escrow fund pursuant to the Escrow Agreement. (iv) Each Party hereto shall take all reasonable steps to mitigate its Damages, and the Damages of any Radiancy Indemnified Party or PhotoMedex Indemnified Party, as the case may be, upon and after becoming aware of any event which could reasonably be expected to give rise to any Damages, and no Radiancy Indemnified Party or PhotoMedex Indemnified Party shall be entitled to any payment, adjustment or indemnification more than once with respect to the same matter. (v) Notwithstanding anything to the contrary contained herein: (i) any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and (ii) any Indemnifiable Loss shall be net of the dollar amount of any insurance or other proceeds actually received by the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Loss. (b) Except as otherwise provided in this Section 8.3(b), the representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall survive the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement shall not affect the Parties' obligations under Section 8.1 or 8.2 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their terms. (c) Notwithstanding anything to contrary in this Agreement, in no event indemnifiable recoveries from the escrow fund containing the Escrow Securities shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemnitees, or otherwise not be liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) available unless and until the Buyer Indemnitees aggregate amount of indemnifiable Damages which may be recovered pursuant to Section 5.18(b)(i) or the Seller IndemniteesSection 5.18(c), as the case may be, have incurred otherwise indemnifiable Losses that in equals or exceeds $150,000, whereupon the aggregate exceed a threshold amount equal to one percent (1%) of Radiancy Stockholders or the Purchase Price, after which Buyer or SellerPhotoMedex Stockholders, as the case may be, shall then be liable entitled to indemnification for the amount of such Damages in excess of such amount. (vi) For all Losses incurred purposes of this Agreement, Damages shall be reduced by the Seller Indemnitees amount of any insurance or other similar recoveries actually received by PhotoMedex, Radiancy, any PhotoMedex Indemnified Party, any Radiancy Indemnified Party, or any of their respective affiliates in connection with the Buyer Indemniteesmatter of the claim or action for which indemnification is sought. (vii) In no event shall Damages be deemed to include any special, as applicable. The limitations on indirect, consequential, incidental, punitive damages, lost profits or any similar items, and in no event shall Damages be calculated with the application of a multiplier related to lost earnings, lost profits or any other similar financial metric. (viii) In the event the Merger is consummated, no PhotoMedex Indemnified Party shall entitled to indemnification set forth in this pursuant to Section 8.3(c5.18(c) shall not apply to any losses asserted against or suffered by an Indemnitee in any way relating tofor Damages resulting from, resulting from or arising out of or in connection with the failure relating to any breach by Radiancy of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) its representations and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b). Any such losses also shall be disregarded when determining whether the threshold warranties set forth in this Section 8.3(c) has been exceeded. 3.17 (d) Notwithstanding anything to except as set forth in Section 5.16). In the contrary in this Agreementevent the Merger is consummated, in no event Radiancy Indemnified Party shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject entitled to indemnification pursuant to Section 5.18(b) for Damages resulting from, arising out of or relating to any breach by the Indemnifying Party (determined after giving effect to the other provisions PhotoMedex of this Section 8.3) that in the aggregate exceed an amount equal to fifty percent (50%) of the Purchase Price. (e) Except to the extent otherwise provided its representations and warranties set forth in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section2.17.

Certain Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained herein: (i) any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like Losses relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses Loss for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and (ii) any Indemnifiable indemnifiable Loss shall be net of the dollar amount of any insurance or other proceeds actually received by the Indemnitee or any of its Affiliates with respect to the Indemnifiable indemnifiable Loss. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable indemnifiable Loss. (b) Except as otherwise provided in this Section 8.3(b), the representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall survive the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date; provided, however, that (i) Seller's representations and warranties set forth in Section 4.8 (Benefit Plans; ERISA) and Section 4.14 (Taxes) shall survive the Closing Date until the expiration of the statute of limitations applicable to such ERISA matters or applicable for each Tax and taxable year, as the case may be; (ii) Seller's indemnification obligation arising under Section 8.2(ii) relating to Excluded Liabilities (other than the Excluded Liabilities referred to in Sections 2.4(g) and 2.4(m), which are the subject of Section 8.3(b)(iii), and the Excluded Liabilities referred to in Sections 2.4(h), which are the subject of Section 8.3(b)(iv)) shall terminate and be extinguished on the day that is thirty-six (36) months after the Closing Date; (iii) Seller's indemnification obligations arising under Section 8.2(ii) and relating to the Excluded Liabilities referred to in Section 2.4(g) or in Section 2.4(m) shall terminate and be extinguished on the day that is eighteen (18) months after the Closing Date; (iv) Seller's indemnification obligations arising under Section 8.2(iv) or under Section 8.2(ii) and relating to the Excluded Liabilities referred to in Section 2.4(h) relating to the Iwilei Property shall not terminate or be extinguished at any time and will survive Closing in perpetuity; and (v) Buyer's indemnification obligations arising under Section 8.1(ii) or Section 8.1(iv) shall not terminate or be extinguished at any time and will survive Closing in perpetuity. Notwithstanding the foregoing clauses (ii) and (iii), if after the relevant date of termination and extinguishment, a Buyer Indemnitee successfully defends against a Third Party Claim relating to the Excluded Liabilities that are the subject of such clauses on the basis that the matter giving rise to such Third Party Claim was not an Assumed Liability, then Seller, regardless of when such Third Party Clause was asserted or resolved, promptly shall reimburse such Buyer Indemnitee for the reasonable attorneys' fees and reasonable disbursements paid by such Buyer Indemnitee in connection with such defense, but no other Losses with respect to such Third Party Claim or the matter giving rise to such Third Party Claim shall be indemnifiable by Seller. The expiration, termination or extinguishment of any representation, warranty, covenant or agreement shall not affect the Parties' obligations under Section 8.1 or 8.2 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e6.3(d), 6.4(a), 6.10, 6.12, 6.14, 6.16, 8.3, 8.4, 8.5 and in Articles VIII and Article X, will survive the Closing in accordance with their terms. (c) Notwithstanding anything to contrary in this Agreement, in no event shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemnitees, or otherwise be liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) until the Buyer Indemnitees or the Seller Indemnitees, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold deductible amount equal to one percent $1,150,000 (1%) of the Purchase Price"Deductible"), after which Buyer or Seller, as the case may be, shall then be liable for all Losses in excess of the Deductible incurred by the Seller Indemnitees or the Buyer Indemnitees, as applicable. The limitations on indemnification set forth in this Section 8.3(c) shall not apply to any losses Losses asserted against or suffered by an Indemnitee in any way relating to, resulting from or arising out of or in connection with the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i)Liabilities, (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d2.4(g) and 2.4(m), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b6.13(c), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b). Any such losses Losses also shall be disregarded when determining whether the threshold set forth Deductible has been exceeded. Losses incurred by Buyer in this the performance or satisfaction of the Assumed Liabilities described in Section 8.3(c2.3(f) shall be included when determining whether the Deductible has been exceeded. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) that in the aggregate exceed an amount equal to fifty percent (50%) of the Purchase Price. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section

Certain Limitations on Indemnification. Anything in this Article 10 to the contrary notwithstanding: (a) Notwithstanding anything The amount of any particular Losses and Expenses required to the contrary contained herein: be indemnified against under Section 10.1 or 10.2 shall be reduced by (i) any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and (ii) any Indemnifiable Loss shall be net of the dollar amount of any insurance proceeds paid to the Indemnitee or other proceeds any of its Affiliates with respect to such Losses and Expenses (and no right of subrogation shall accrue to any insurer hereunder), and (ii) the amount of any tax benefit actually received realized by the Indemnitee or any of its Affiliates with respect to such Losses and Expenses (after giving effect to the Indemnifiable Losstax effect of receipt of the indemnification payments). Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with With respect to any such Indemnifiable Lossclaim for which indemnity has been paid hereunder, the Indemnitor shall be subrogated to all rights of recovery of the Indemnitee and its Affiliates against any insurer or other third party. (b) Except Neither CCI nor any of its Affiliates shall be entitled to indemnification under Section 10.1 for any Losses and Expenses to the extent that such Losses and Expenses arise out of breaches of representations or warranties of Sellers contained herein that constitute breaches of representation or warranties for which, as otherwise provided in this at the Closing Time, MNH would be entitled to indemnification under Section 8.3(b), the representations, warranties, covenants and agreements 12.3 of the Parties set forth in this Agreement shall survive Stock Purchase Agreement, dated as of February 11, 1992, Regarding North Central Cable Communications Corporation, as amended through the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement shall not affect the Parties' obligations under Section 8.1 or 8.2 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their termsdate hereof. (c) Notwithstanding anything The amount of any particular Losses that Sellers are required to contrary in indemnify CCI and its Affiliates against pursuant to Section 10.1(a) of this AgreementAgreement shall be limited to the product of (i) the aggregate amount of such Losses (after giving effect to Sections 10.8(a) and (b)), multiplied by (ii) the Sellers Indemnification Percentage. (d) Subject to the Closing, Sellers shall have no liability under Section 10.1(a) or (b) unless and until the aggregate amount of Losses and Expenses otherwise subject to their indemnification obligations thereunder exceeds $600,000 (the "Minimum Damage Requirement"), in no event which case all such Losses and Expenses in excess of $125,000 shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemniteesbe indemnifiable by Sellers; provided, or otherwise be liable in any way whatsoever however, that the Minimum Damage Requirement shall not apply to said Indemnitees, for any Losses or Expenses resulting from or arising out of any default by Sellers of their obligations under Section 6.10 or 8.3(b)(iii). Subject to the Closing, Sellers shall have no liability under Section 10.1, and Buyer shall have no liability under Section 10.2 to the extent that the aggregate amount of Losses and Expenses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions obligations of this Section 8.3) until the Buyer Indemnitees Sellers or the Seller IndemniteesBuyer, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold hereunder exceeds $20,000,000, which amount equal shall be reduced to one percent $10,000,000 with respect to any claims with respect to which notice is not given to Sellers or Buyer (1%) of the Purchase Price, after which Buyer or Seller, as the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees ) on or the Buyer Indemnitees, as applicable. The limitations on indemnification set forth in this Section 8.3(c) shall not apply to any losses asserted against or suffered by an Indemnitee in any way relating to, resulting from or arising out of or in connection with the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and prior to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b). Any such losses also shall be disregarded when determining whether the threshold set forth in this Section 8.3(c) has been exceeded. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) that in the aggregate exceed an amount equal to fifty percent (50%) first anniversary of the Purchase Pricedate hereof. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section

Certain Limitations on Indemnification. (a) Notwithstanding anything the other provisions of this Article 7, the amount by which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Losses for which indemnification is provided under this Article 7 shall be reduced by any amounts actually received (including amounts received under insurance policies) by the Indemnified Party from third parties in respect of such Losses (such amounts are referred to herein as “Indemnity Reduction Amounts”). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of a claim for which indemnification is provided under this Agreement after the full or partial amount of such claim has been paid by an Indemnifying Party, then the Indemnified Party shall promptly remit to the contrary contained herein: Indemnifying Party an amount equal to the excess, if any, of (i) any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and amount theretofore paid by the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and respect of such claim, less (ii) any Indemnifiable Loss shall be net the amount of the dollar amount of any insurance or other proceeds actually indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received by before the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Losspayment was made. (b) Except as otherwise provided in this Section 8.3(bEXCEPT WITH RESPECT TO ANY THIRD PARTY LOSSES, THE SHAREHOLDERS SHALL NOT HAVE ANY LIABILITY TO ANY VERTICALNET INDEMNIFIED PARTIES FOR ANY LOSS OF PROFITS, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), the representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall survive the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement shall not affect the Parties' obligations under Section 8.1 or 8.2 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their termsWHETHER OR NOT THE SHAREHOLDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Notwithstanding anything to contrary in this Agreement, in no event shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemnitees, or otherwise be liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) until the Buyer Indemnitees or the Seller Indemnitees, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold amount equal to one percent (1%) of the Purchase Price, after which Buyer or Seller, as the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees or the Buyer Indemnitees, as applicable. The limitations on indemnification set forth in this Section 8.3(c) shall not apply to any losses asserted against or suffered by an Indemnitee in any way relating to, resulting from or arising out of or in connection with the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b). Any such losses also shall be disregarded when determining whether the threshold set forth in this Section 8.3(c) has been exceeded. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) that in the aggregate exceed an amount equal to fifty percent (50%) of the Purchase Price. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Section

Certain Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained herein: (i) any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like Losses relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's ’s Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses Loss for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's ’s reasonable expenditures in undertaking the mitigation; and; (ii) any Indemnifiable indemnifiable Loss shall be net of the dollar amount of any insurance or other proceeds actually received by the Indemnitee or any of its Affiliates with respect to the Indemnifiable indemnifiable Loss. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable indemnifiable Loss. Any amounts paid as an indemnity payment shall be grossed up to reflect the Taxes payable by the Indemnitee in respect thereof such that the Indemnitee receives the full amount of such payment on an after-Tax basis; and (iii) any indemnity payment paid by Seller or Buyer under this Article VIII or Section 6.10 shall be treated as an adjustment to the Purchase Price or a contribution of property for Tax purposes. (b) Except as otherwise provided in this Section 8.3(b), the representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall survive the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date; provided, however, that Seller’s representations and warranties set forth in Sections 4.2, 4.8, 4.14, 4.25 or 10.2, 10.8 and 10.14 (whichever is applicable) and Seller’s covenants set forth in Sections 6.10 and 6.19 shall survive the Closing Date until the expiration of the statute of limitations applicable to such matters or applicable for each Tax and taxable year, as the case may be. The expiration, termination or extinguishment of any representation, warranty, covenant or agreement shall not affect the Parties' ’ obligations under Section 8.1 or 8.2 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their terms. (c) Notwithstanding anything to contrary in this Agreement, in no event shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemnitees, or otherwise be liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) until the Buyer Indemnitees or the Seller Indemnitees, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold amount equal to one percent (1%) of the Purchase Price, after which Buyer or Seller, as the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees or the Buyer Indemnitees, as applicable. The limitations on indemnification set forth in this Section 8.3(c) shall not apply to any losses asserted against or suffered by an Indemnitee in any way relating to, resulting from or arising out of or in connection with the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b). Any such losses also shall be disregarded when determining whether the threshold set forth in this Section 8.3(c) has been exceeded. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) that in the aggregate exceed an amount equal to fifty percent (50%) of the Purchase Price. (e) Except to the extent otherwise provided in Section 3.3 (relating to adjustments to the Base Purchase Price), Section 6.3(c) (relating to post-Closing reimbursement of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and SectionSections

Certain Limitations on Indemnification. (a) Notwithstanding anything the provisions of this Article VIII, Parent shall have no indemnification obligations for Losses under Sections 8.2, (A) for any individual item, or group of items arising out of the same event, where the Loss relating thereto is less than $50,000 (the “Sub-Basket”) and (B) 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 $5,000,000 (the “Basket”), and then only to the contrary contained herein: extent of such excess. In no event shall the aggregate indemnification to be paid by Parent under this Article VIII exceed $60,000,000 (i) any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and (ii) any Indemnifiable Loss shall be net of the dollar amount of any insurance or other proceeds actually received by the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Loss“Cap”). (b) Except as The amount of any Losses that may be subject to indemnification hereunder shall be net of any amounts actually recovered by the Company under insurance policies or otherwise provided with respect to such Losses (net of any Tax or expenses incurred in this Section 8.3(b), the representations, warranties, covenants connection with such recovery) and agreements net of the Parties set forth in this Agreement any tax benefits realized or reasonably expected to be realized with respect to such Losses. The Company shall survive the Closing Date use its reasonable commercial efforts to recover under insurance policies for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties any Losses prior to seeking indemnification under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement shall not affect the Parties' obligations under Section 8.1 or 8.2 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their termsAgreement. (c) Notwithstanding anything to the contrary elsewhere in this Agreement, in no event the liability for indemnification of Parent under this Agreement shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemnitees, or otherwise be liable in any way whatsoever to said Indemnitees, for any Losses otherwise subject not exceed the actual damages of the Indemnified Party entitled to indemnification by the Indemnifying Party (determined after giving effect to the other provisions of this Section 8.3) until the Buyer Indemnitees or the Seller Indemnitees, as the case may be, have incurred otherwise indemnifiable Losses that in the aggregate exceed a threshold amount equal to one percent (1%) of the Purchase Price, after which Buyer or Seller, as the case may be, shall then be liable for all Losses incurred by the Seller Indemnitees or the Buyer Indemnitees, as applicable. The limitations on indemnification set forth in this Section 8.3(c) and shall not apply to any losses asserted against include incidental, consequential, indirect, special, punitive, exemplary or suffered by an Indemnitee in any way relating to, resulting from or arising out of or in connection with the failure of (i) the appropriate Party to make the payment required to be made by it in accordance with Section 3.3(d), (ii) Buyer to discharge Assumed Liabilities other than those specified in Sections 2.3(e) and 2.3(i), (iii) Seller to discharge Excluded Liabilities other than those specified in Sections 2.4(d), 2.4(g), 2.4(h), 2.4(j) and 2.4(n), (iv) Seller to make any payment to Buyer if and to the extent required by Section 3.3(e), 6.3(c), 6.10(b), 6.13(c) or 8.2(b), and (v) Buyer to make any payment to Seller if and to the extent required by Section 6.12(b). Any such losses also shall be disregarded when determining whether the threshold set forth in this Section 8.3(c) has been exceededsimilar damages. (d) Notwithstanding anything to the contrary elsewhere in this Agreement, in no event Parent shall Seller indemnify the Buyer Indemnitees or Buyer indemnify Seller Indemnitees, or be otherwise liable in not have any way whatsoever to said Indemnitees, liability under this Article VIII for any Losses otherwise subject to indemnification by the Indemnifying Party (determined after giving effect arising out of or relating to the other provisions of this representations and covenants made or contained in Section 8.34.10(k) that in the aggregate exceed an amount equal to fifty percent (50%) of the Purchase Priceor Section 5.12. (e) Except The Company and its Subsidiaries shall not be entitled to indemnification pursuant to Section 8.2 with respect to any matter of which any of them had knowledge or waived prior to the Effective Time. Parent shall not be required to indemnify the Company or any of its Subsidiaries to the extent otherwise provided in Section 3.3 (relating of any Losses that a court of competent jurisdiction or arbitration tribunal shall have determined by final judgment or award to adjustments to have resulted from the Base Purchase Price)bad faith, Section 6.3(c) (relating to post-Closing reimbursement gross negligence or willful misconduct of excess environmental Remediation costs), Section 6.10(b) (relating to post-Closing reimbursements for Taxes), Section 6.12(b) (relating to post-Closing reimbursements for Severance Costs), Section 6.13(c) (relating to post-Closing reimbursement of excess costs and expenses of repairing lost or damaged Assets), and Sectionthe party seeking indemnification.