Common use of Further Limitations Clause in Contracts

Further Limitations. (a) The amount which the Indemnifying Party is required to pay to, for, or on behalf of the party seeking indemnification pursuant to this Article X and/or Article IX, shall be reduced by any federal, state, local or non-United States Income Tax benefit actually received by the party seeking indemnification applicable to the indemnifiable losses, damages, expenses, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals). (b) The Indemnifying Party shall make any indemnification payments determined to be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party will recover insurance proceeds as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Party shall use its commercially reasonable efforts to seek to recover or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claim, the Indemnifying Party's indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss or event which gives rise to the payment of the insurance proceeds and (ii) related to such loss and event.

Further Limitations. (a) The amount which Buyer Indemnified Parties and the Indemnifying Party is required Seller Indemnified Parties shall not be entitled to pay to, for, or on behalf indemnification under this Agreement: (i) to the extent of the party seeking indemnification pursuant to this Article X and/or Article IX, shall be reduced by any federal, state, local or non-United States Income Tax benefit amounts actually received by the Buyer Indemnified Parties or Seller Indemnified Parties in connection with the facts giving rise to such indemnification under or pursuant to any insurance policy, indemnity, reimbursement arrangement or other contract pursuant to which or under which such Buyer Indemnified Party or Seller Indemnified Party is a party seeking indemnification applicable or has rights (and, subject to the indemnifiable lossesproviso in clause (iv) below, damagesBuyer and Parent and Sellers shall, expensesand shall cause the other Buyer Indemnified Parties and Seller Indemnified Parties, costsrespectively, Taxesto use commercially reasonable efforts to recover under any such insurance policies, fines, penalties and fees of indemnity or reimbursement arrangements or other Contracts) less any cost associated with receiving such amounts; (ii) to the party seeking indemnification, extent a Loss is reduced by refunds or other amounts paid by a Tax Governmental Body; or (iii) more than once (i.e., on a dollar for dollar basis to the extent previously indemnified) for the same Losses suffered, regardless if such Losses may be attributed to more than one indemnity, or the breach of or default in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals)connection with several covenants or obligations herein. (b) The Indemnifying Party shall make any indemnification payments determined to be payable Anything herein to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party will recover insurance proceeds as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Party shall use its commercially reasonable efforts to seek to recover or make a claim for insurance proceeds as a result contrary notwithstanding, no breach of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving covenant, agreement or other provision contained herein shall give rise to any indemnification claim right on the part of Buyer, Parent or Sellers, after the consummation of the Indemnified Party prior transactions contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby. (c) Anything herein to the date upon which the Indemnifying Party is given notice of such claimcontrary notwithstanding, the Indemnifying Party's indemnification obligation any Claim with respect to such claim Taxes shall be reduced limited to Taxes attributable to Pre-Closing Taxable Periods and shall not include any loss or limitation of any deductions, net operating loss carryforwards or other Tax attributes. (d) The right to indemnification pursuant to this Agreement shall not be affected by any investigation conducted by the amount party claiming indemnification hereunder or the actual or imputed knowledge of any such insurance proceeds actually received by party (including, for the Indemnified Party. If avoidance of doubt, the Indemnified Party receives any insurance proceeds as a result actual or imputed knowledge of the matter giving rise Buyer due to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss or event which gives rise to the payment of the insurance proceeds and (ii) related to such loss and eventSchedule Supplement).

Further Limitations. (a) The amount which It is acknowledged and agreed that although the Indemnifying Party is required entry to pay to, for, or on behalf the Sky Bridge from the Building constitutes a portion of the party seeking indemnification pursuant to this Article X and/or Article IXPremises and Building, shall be reduced by any federal, state, local or non-United States Income Tax benefit actually received by the party seeking indemnification applicable to Sky Bridge between the indemnifiable losses, damages, expenses, costs, Taxes, fines, penalties Building and fees Xxxxxxx Street does not constitute a portion of the party seeking indemnification, amounts paid in settlement Premises or the Building and reasonable expenses (Landlord has no responsibility whatsoever for the Sky Bridge including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals). (b) The Indemnifying Party shall make any indemnification payments determined to be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party will recover insurance proceeds as a result of the matter giving rise to the claim responsibility for which indemnification payments are to be made. The Indemnified Party shall use its commercially reasonable efforts to seek to recover or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claim, the Indemnifying Party's indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss or event which gives rise to the payment structural integrity of the insurance proceeds and Sky Bridge, (ii) related any costs relating to the Sky Bridge including, without limitation, any maintenance or repair costs, (iii) compliance with applicable law, (iv) the provision of any insurance coverage, (v) the habitability, suitability or feasibility for the use intended by Tenant, (vi) any utilities or services with respect to the Sky Bridge, and (vii) any and all other matters arising out of or relating to the Sky Bridge. Without limiting the generality of the above, and notwithstanding that the Sky Bridge does not constitute a portion of the Building or Premises, the provisions of Section 19.1 of the Initial Lease shall be applicable with respect to the Sky Bridge and the indemnity obligations of Tenant as provided in Section 19.1 shall apply with respect to matters relating to the Sky Bridge. Further, Tenant shall be solely responsible for obtaining any and all required consents of the owner of Xxxxxxx Street to the opening of the Sky Bridge, and the other matters as contemplated by this Third Amendment and Landlord shall have no responsibility for obtaining any such loss consents as may be required. Notwithstanding any provision of this Third Amendment to the contrary, Tenant shall not be entitled to proceed with the Sky Bridge Changes until and eventunless any and all consents of the owner of Xxxxxxx Street to the opening of the Sky Bridge as contemplated by this Third Amendment have been obtained, and evidence of such consents in a form reasonably acceptable to Landlord has been delivered to Landlord. In no event shall any consent from the owner of Xxxxxxx Street be inconsistent with the provisions of this Third Amendment including, without limitation, the limitation on the obligations of Landlord as provided herein with respect to the Sky Bridge or purport to impose any obligations on Landlord.

Further Limitations. (ai) The amount of any Loss for which the Indemnifying Party indemnification is required to pay to, for, provided under Section 8.2 or on behalf of the party seeking indemnification pursuant to this Article X and/or Article IX, Section 8.3 shall be reduced net of any actual cash payments, setoffs or cash recoupment of any payments (including insurance proceeds or any indemnity, contribution or other similar payments (other than from any self-insurance programs)), in each case actually received, realized or retained by any federal, state, local or non-United States Income Tax benefit actually received by the party seeking indemnification applicable to the indemnifiable losses, damages, expenses, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals). (b) The Indemnifying Party shall make any indemnification payments determined to be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party will recover insurance proceeds as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Party shall use its commercially reasonable efforts to seek to recover or make a claim for insurance proceeds as a result of any matter event giving rise to a claim for such indemnification (net of costs, expenses and Taxes incurred in obtaining any such payment, recoupment or setoff); provided that the amount deemed to be recovered under insurance policies will also be net of the deductible for such policies and any increase in the premium (and retro-premium adjustments) for such policies to the extent arising out of or in connection with such Losses. The Indemnified Party may, in its sole discretion, and shall not be required to, file a claim with, and, if such a claim is filed, use all reasonable commercial efforts to obtain indemnification from, its insurers with respect to any Losses with respect to which it seeks indemnification hereunder to the extent that such Losses are covered or can reasonably be expected to be covered by an indemnification claim insurance policy in favor of the Indemnified Party against the Indemnifying Party. If , or by which the Indemnified Party receives benefits. If any insurance proceeds as a result such actual cash payments, setoffs or cash recoupment of the matter giving rise to any indemnification claim of the payments are received by an Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claim, the Indemnifying Party's indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party Losses after the Indemnifying Party has paid such indemnification claim made a payment hereunder to the Indemnified PartyParty with respect thereto, then the Indemnified Party shall promptly turn over any such insurance proceeds received pay to the Indemnifying Party the amount (less any expenses and Taxes incurred in obtaining any such payments, setoffs or recoupments) of any payments, setoffs or recoupments so received or retained (up to the extent amount of the payments made by the Indemnifying Party Party’s prior payment to the Indemnified Party related thereto). (ii) Indemnification for Losses hereunder shall be paid on a dollar for dollar basis and in such a manner that there is no duplicate compensation therefor. (iii) Sellers and Buyer each acknowledge and agree that, with respect to Losses attributable to or resulting from a claim for breach of, or inaccuracy in, any of the claimGeneral Representations, if there is no coverage provided under the R&W Policy, or if coverage under the R&W Policy is denied, then none of the Sellers shall be liable to Buyer for, and the Buyer Indemnitees shall have no further recourse against any Sellers with respect to, any such Losses in excess of the Cap. For Subject to the purposes of limitations contained in this Section 10.2ARTICLE VIII, the amount of any "insurance proceeds" received claims for indemnification by the Indemnified Party Buyer Indemnitees against Sellers hereunder shall be equal to the difference between satisfied (A) first out of the actual amount of such proceeds and Escrow Account, (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss or event which gives rise second, from Sellers up to the payment Cap, (C) third, with respect to Losses under Section 8.2(a), out of the insurance proceeds R&W Policy and (iiD) related fourth (other than Losses attributable to or resulting from a claim for breach of, or inaccuracy in any of the General Representations from Sellers. Sellers and Buyer each further acknowledge and agree that the denial of any claim by any Buyer Indemnitee under the R&W Policy shall not be construed as, or used as evidence that, such loss Buyer Indemnitee is not entitled to indemnification under this ARTICLE VIII on the terms and eventconditions of this ARTICLE VIII which, for greater certainty, shall not be affected by any such denial of coverage. The parties hereto acknowledge and agree that the provisions contained in this ARTICLE VIII (including the limitations on liability set forth herein) are an integral part of the transaction contemplated by this Agreement, and that, without these agreements, such parties would not enter into this Agreement.

Further Limitations. (a) The For all purposes of this Section 5.5, “Losses” shall be net of any amounts paid or payable to an Indemnified Person under any insurance policy or Contract in connection with the facts giving rise to the right of indemnification hereunder, and each Indemnified Person shall use its reasonable commercial efforts to recover all amounts payable from an insurer or other third party under any such insurance policy or Contract prior to seeking indemnification hereunder; provided, however, that the amount which the Indemnifying Party is required deemed to pay to, for, or on behalf be paid under such insurance policies shall be net of the party seeking indemnification pursuant to this Article X and/or Article IX, shall be reduced by any federal, state, local or non-United States Income Tax benefit actually received by the party seeking indemnification applicable to the indemnifiable losses, damages, expenses, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals)deductible for such policies. (b) The Indemnifying Party shall make If the amount to be netted hereunder from any indemnification payments payment required hereunder is determined after payment by an Indemnifying Person to an Indemnified Person of any amount otherwise required to be payable to paid as indemnification pursuant hereto, the Indemnified Party hereunder without regard to Person shall repay, promptly after such determination, any expectation amount that the Indemnifying Person would not have had to pay pursuant hereto had such determination been made at the time of such payment. (c) Notwithstanding the fact that any Indemnified Party will Person may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, no Indemnified Person shall be entitled to recover insurance proceeds the amount of any Loss suffered by such Indemnified Person more than once, regardless of whether such Loss may be as a result of a breach of more than one representation, warranty, obligation or covenant or otherwise. In addition, any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the matter state of facts giving rise to the claim for which indemnification payments are to be made. The such liability, or a breach of more than one representation, warranty, covenant or agreement, as applicable. (d) Each Indemnified Party Person shall use its commercially reasonable commercial efforts to seek mitigate any indemnifiable Loss, and in the event that it fails to recover so mitigate an indemnifiable Loss, the Indemnifying Person shall have no liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Person made such efforts. (e) The covenants of a party contained in this Agreement may not be used to circumvent the negotiated limitations (e.g., knowledge qualifiers, materiality standards, dollar thresholds, survival periods and the like) contained in the representations and warranties and procedures with respect to the recovery by Indemnified Persons on account of the breach of such representations or make warranties. (f) For the purpose of clarity, even if a claim for insurance proceeds as a result representation and warranty of Vinco Ventures or ZASH is not accurate by reason of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party means, methods, practices, processes or other manner by which such party operated its business prior to the date upon which Closing, such party (as applicable) will not be responsible for post-Closing liabilities arising from operating the Indemnifying Party is given notice of such claimCompany by using the same means, the Indemnifying Party's indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Partymethods, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of this Section 10.2practices, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss processes or event which gives rise to the payment of the insurance proceeds and (ii) related to such loss and eventother manner.

Further Limitations. (a) The amount which No party will have any liability for indemnification under this Article IX with respect to the Indemnifying Party is required to pay tobreach of any representation or warranty contained herein unless on or before the date that such representation and warranty expires in accordance with Section 9.1, for, or on behalf of the party seeking indemnification pursuant to this Article X and/or Article IXnotifies such party of a claim specifying the factual basis of that claim in reasonable detail in accordance with Section 9.5 or Section 9.6, shall be reduced by any federal, state, local or non-United States Income Tax benefit actually received by the party seeking indemnification applicable to the indemnifiable losses, damages, expenses, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals)as applicable. (b) The Indemnifying Party maximum aggregate amount for which any Principal Target Stockholder shall make be liable for Adverse Consequences relating to Parent Indemnity Claims pursuant to Section 9.2(a) hereof resulting from a breach of any indemnification payments determined to representation or warranty by such Principal Target Stockholder contained in Section 4.1 shall be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party will recover insurance proceeds as a result an amount no greater than such Principal Target Stockholder’s Pro Rata Portion of the matter giving rise to the claim Total Merger Consideration. (c) The maximum aggregate amount for which indemnification payments are the Principal Target Stockholders shall be liable for Adverse Consequences relating to Parent Indemnity Claims pursuant to Section 9.2(b) hereof resulting from a breach of any representation or warranty contained in Article V and pursuant to Section 9.4(a) hereof shall be madean amount no greater than One Million Six Hundred Twenty Thousand Dollars ($1,620,000). The Indemnified Party shall use its commercially reasonable efforts to seek to recover or make a claim maximum amount for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claim, the Indemnifying Party's indemnification obligation with respect to such claim Principal Target Stockholders shall be reduced liable for Adverse Consequences relating to Parent Indemnity Claims pursuant to Section 9.4(b) hereof shall be an amount no greater than Three Million Dollars ($3,000,000). (d) Parent shall not seek, or be entitled to, indemnification from the Principal Target Stockholders pursuant to Section 9.2(b) hereof until the aggregate amount of Adverse Consequences relating to Parent Indemnity Claims incurred or suffered by Parent Indemnitees exceeds One Hundred Sixty-Two Thousand Dollars ($162,000) (the “Threshold Amount”); provided that once Parent Indemnitees have incurred or suffered aggregate Adverse Consequences relating to Parent Indemnity Claims exceeding the Threshold Amount, Parent shall be entitled to indemnification for the amount of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise all Adverse Consequences relating to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim Parent Indemnity Claims without reference to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds received Threshold Amount (subject to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of limitations set forth in this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss or event which gives rise to the payment of the insurance proceeds and (ii) related to such loss and event9.8).

Further Limitations. (a) The amount which the Indemnifying Party is required to pay toIN NO EVENT SHALL EITHER PARTY BE LIABLE FOR THE INDIRECT, forSPECIAL, or on behalf of the party seeking indemnification pursuant to this Article X and/or Article IXINCIDENTAL, shall be reduced by any federalCONSEQUENTIAL OR PUNITIVE DAMAGES OF THE OTHER PARTY, stateHOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, local or non-United States Income Tax benefit actually received by the party seeking indemnification applicable to the indemnifiable lossesARISING OUT OF THE PERFORMANCE OF, damagesOR THE FAILURE TO PERFORM, expensesANY OBLIGATION(S) SET FORTH HEREIN, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals)EXCEPT FOR SUCH DAMAGES ARISING FROM THIRD PARTY CLAIMS. (b) The Indemnifying Party So long as Buyer has indemnification obligations under this Agreement, Buyer shall make maintain at its own expense insurance coverage adequate to satisfy Buyer's indemnification obligations hereunder, which in any indemnification payments determined event shall include at least the insurance coverage for Buyer and its Affiliates with the policy limits that are currently in place for Buyer and its Affiliates, as set forth on the attached Schedule 10.8(b). Maintenance of such insurance coverage shall not relieve Buyer of any responsibility under this Agreement for Liabilities in excess of insurance limits or otherwise. If any Liabilities are covered by insurance, Buyer shall exhaust claims against such policies. (c) Each Indemnified Party's rights under Article 10 shall not be deemed to be payable have been waived or otherwise affected by such Indemnified Party's waiver of the breach of any representation, warranty, agreement or covenant contained in or made pursuant to this Agreement, unless such waiver expressly and in writing also waives any or all of the Indemnified Party hereunder without regard Party's right under Article 10. (d) Each party agrees to any expectation that the Indemnified Party will recover insurance proceeds as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Party shall use its commercially reasonable efforts to seek to recover or make a mitigate any Damages which form the basis for any claim for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claim, the Indemnifying Party's indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss or event which gives rise to the payment of the insurance proceeds and (ii) related to such loss and eventhereunder.

Further Limitations. (a) The amount which the Indemnifying Party is required Purchaser Indemnified Parties shall not be entitled to pay to, for, or on behalf of the party seeking make any claim for indemnification pursuant to under this Article X and/or Article IX, shall be reduced by any federal, state, local or non-United States Income Tax benefit actually received by the party seeking indemnification applicable to the indemnifiable losses, damages, expenses, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid in settlement and reasonable expenses Agreement (including, without limitationbut not limited to, reasonable expenses any claim pursuant to a breach of investigation, attorney's fees, enforcement of the representations and warranties made by the Company or the Sellers in this Agreement) to the extent that provision for the matter or Damages that would otherwise give rise to the claim in question has been provided in the Closing Accounts, defense feesunless the Damages are greater than the amount that has been provisioned, witness fees, court costs and disbursements in which case the Purchaser shall be entitled to make a claim for the excess of counsel and other professionals)such Damages above the amount provisioned for in the Closing Accounts. (b) The Indemnifying Party amount of any Damages subject to indemnification under Section 9.02(a) shall make be calculated net of any indemnification payments determined to be payable to Tax benefits actually received in cash (or as a reduction in cash Taxes otherwise owing) in the Tax year the indemnity payment is received by the Indemnified Party hereunder without regard to and any expectation that the Indemnified Party will recover insurance proceeds as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Party shall use its commercially reasonable efforts to seek to recover or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claim, the Indemnifying Party's indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds actually received by the Indemnified Party. If Party (including any proceeds received pursuant to the RWI Policy) or any indemnity, contribution or other similar payment which has been recovered by the Indemnified Party receives Parties from any insurance proceeds as a third party with respect thereto. (c) The Purchaser Indemnified Parties will not have the right to indemnification under this Agreement for any Damages to the extent such Damages are based on Taxes: (i) attributable to taxable periods (or portions thereof) beginning after the Closing Date, (ii) resulting from transactions or actions taken by the Purchaser, the Group Companies or any of their respective Affiliates after the Closing that are outside the ordinary course of business, or (iii) that result from Purchaser’s breach of any of the matter giving rise covenants contained in ARTICLE VIII. (d) If any Purchaser Indemnified Party has a claim for indemnification under Section 9.02(a)(i) or Section 9.02(b), prior to seeking recovery from any Seller, Purchaser agrees to make, or cause the appropriate Purchaser Indemnified Party to make, a claim for the full amount of such Damages under the RWI Policy; provided, however, that, so long as the Purchaser or the appropriate Purchaser Indemnified Party has first made such a claim under the RWI Policy, the Purchaser or such Purchaser Indemnified Party may also make a claim for indemnification under Section 9.02(a)(i) or Section 9.02(b), notwithstanding the fact that the Purchaser Indemnified Party’s claim under the RWI Policy is still pending. Purchaser also agrees to use its commercially reasonable efforts to pursue, and cause the appropriate Purchaser Indemnified Party to use its commercially reasonable efforts to pursue, such claim under the RWI Policy. Purchaser agrees not to, and shall cause the Company not to, cancel or otherwise consent to the termination of the RWI Policy. Notwithstanding the foregoing, (i) in no event shall any Purchaser Indemnified Party against be entitled to recover any duplicate Damages pursuant to this ARTICLE IX (for the Indemnifying avoidance of doubt, in the event that a Purchaser Indemnified Party after is entitled to recover Damages in respect of a claim under both this ARTICLE IX and the Indemnifying RWI Policy, recovery under this ARTICLE IX of any deductible in respect of such claim under the RWI Policy shall not constitute duplicate Damages); and (ii) if any Purchaser Indemnified Party has paid such indemnification claim shall recover any duplicate Damages pursuant to the Indemnified PartyRWI Policy subsequent to recovering any such corresponding Damages from a Seller pursuant to this ARTICLE IX, then the such Purchaser Indemnified Party shall promptly turn over any such insurance proceeds received reimburse and deliver the amount of the duplicate Damages recovered pursuant to the Indemnifying RWI Policy to the Payments Administrator for further distribution to the Sellers. (e) If any Purchaser Indemnified Party has a claim for indemnification under Section 9.02(a) severally against each of the Sellers, except in the case of fraud or willful misconduct on the part of one or more of the Sellers, such Purchaser Indemnified Party shall make, to the extent applicable, a corresponding claim against each of the payments made Sellers, and shall use commercially reasonable efforts to pursue such claim against each such Seller, unless the Purchaser Indemnified Party has determined in good faith that pursuing such claim against such Seller would not be commercially reasonable. (f) If any Purchaser Indemnified Party has a claim for indemnification under Section 9.02(a)(iv), prior to seeking recovery from any Seller, Purchaser agrees that it shall, and shall cause the appropriate Purchaser Indemnified Party, if applicable, to, prior to seeking indemnification from Sellers, first, pursue recovery in respect of such Purchaser Indemnified Party’s claim(s) for Damages under the FinAnalytica Agreement from any amounts (i) escrowed pursuant to Section 2.10 of the FinAnalytica Agreement (the “FinAnalytica Escrow Amount”); or (ii) recoverable by means of set-off, pursuant to Section 2.15 and Section 7.5 of the Indemnifying Party FinAnalytica Agreement, against any Earn-Out Amounts payable under the FinAnalytica Agreement. (g) If the InvestPic Claim has not been finally determined in accordance with Section 7.5(f) of the FinAnalytica Agreement (the “Final Determination”) on or prior to the Indemnified Party on date the claim. For Earn-Out Amount becomes payable pursuant to Section 2.15 of the purposes of this Section 10.2FinAnalytica Agreement, the Sellers’ Representative, solely on behalf of the Sellers, will transfer to the Purchaser an amount equal to the Earn-Out Amount, if any (any such amount transferred to Purchaser, the “InvestPic Claim Reserve” and, the sum total of the FinAnalytica Escrow Amount and the InvestPic Claim Reserve, the “InvestPic Claim Indemnity Amount”). (h) Upon Final Determination of the InvestPic Claim, the InvestPic Claim Reserve shall be dealt with as follows: (i) In the event that the InvestPic Claim Damages are not greater than the FinAnalytica Escrow Amount, the Purchaser shall transfer the full amount of any "insurance proceeds" received by the Indemnified Party InvestPic Claim Reserve to the Payments Administrator for further distribution to the Sellers in accordance with each Seller’s Pro Rata Share; (ii) In the event that the InvestPic Claim Damages are greater than the FinAnalytica Escrow Amount but less than the InvestPic Claim Indemnity Amount, the Purchaser shall be transfer the amount equal to the difference between the InvestPic Claim Indemnity Amount and the InvestPic Claim Damages to the Payments Administrator for further distribution to the Sellers in accordance with each Seller’s Pro Rata Share, and the Purchaser shall retain the balance of the InvestPic Claim Reserve; or (Aiii) In the actual amount of such proceeds and (B) event that the amount of incremental premium costs which InvestPic Claim Damages are greater than the InvestPic Claim Indemnity Amount, the Purchaser shall retain the entire InvestPic Claim Reserve. (i) incurred For the avoidance of doubt, the aggregate amount of InvestPic Claim Damages for which Purchaser Indemnified Parties may make claims for indemnification under Section 9.02(a)(iv) hereunder shall be reduced on a dollar-for-dollar basis by the Indemnified Party during the five year period following the loss or event which gives rise any amounts related to the payment of the insurance proceeds InvestPic Claim that are recovered pursuant to subsections (i) and (ii) related of Section 9.07(f) (or retained by Purchaser from the InvestPic Claim Reserve pursuant to such loss and eventSection 9.07(h)), in each case by any Purchaser Indemnified Party.

Further Limitations. (a) The For all purposes of this Section 7.5, “Losses” shall be net of any amounts paid or payable to an Indemnified Person under any insurance policy or Contract in connection with the facts giving rise to the right of indemnification hereunder, and each Indemnified Person shall use its reasonable commercial efforts to recover all amounts payable from an insurer or other third party under any such insurance policy or Contract prior to seeking indemnification hereunder; provided, however, that the amount which the Indemnifying Party is required deemed to pay to, for, or on behalf be paid under such insurance policies shall be net of the party seeking indemnification pursuant to this Article X and/or Article IX, shall be reduced by any federal, state, local or non-United States Income Tax benefit actually received by the party seeking indemnification applicable to the indemnifiable losses, damages, expenses, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals)deductible for such policies. (b) The Indemnifying Party shall make If the amount to be netted hereunder from any indemnification payments payment required hereunder is determined after payment by an Indemnifying Person to an Indemnified Person of any amount otherwise required to be payable to paid as indemnification pursuant hereto, the Indemnified Party hereunder without regard to Person shall repay, promptly after such determination, any expectation amount that the Indemnifying Person would not have had to pay pursuant hereto had such determination been made at the time of such payment. (c) Notwithstanding the fact that any Indemnified Party will Person may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, no Indemnified Person shall be entitled to recover insurance proceeds the amount of any Loss suffered by such Indemnified Person more than once, regardless of whether such Loss may be as a result of a breach of more than one representation, warranty, obligation or covenant or otherwise. In addition, any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the matter state of facts giving rise to the claim for which indemnification payments are to be made. The such liability, or a breach of more than one representation, warranty, covenant or agreement, as applicable. (d) Each Indemnified Party Person shall use its commercially reasonable commercial efforts to seek mitigate any indemnifiable Loss, and in the event that it fails to recover so mitigate an indemnifiable Loss, the Indemnifying Person shall have no liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Person made such efforts. (e) The covenants of a party contained in this Agreement may not be used to circumvent the negotiated limitations (e.g., knowledge qualifiers, materiality standards, dollar thresholds, survival periods and the like) contained in the representations and warranties and procedures with respect to the recovery by Indemnified Persons on account of the breach of such representations or make warranties. (f) For the purpose of clarity, even if a claim for insurance proceeds as a result representation and warranty of CPE (with respect to the Crackle VOD Business) or CSSE (with respect to the CSSE VOD Business) is not accurate by reason of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party means, methods, practices, processes or other manner by which such party operated its business prior to the Closing, such party (as applicable) will not be responsible for post-Closing liabilities arising from operating the JV Entity by using the same means, methods, practices, processes or other manner. (g) In lieu of making a cash indemnity payment to any CSSE Indemnified Person pursuant to Section 7.2, notwithstanding anything set forth in this ARTICLE 7, CPE shall have the right to elect, within two (2) Business Days of the date upon that such payment obligation first becomes established, in its sole and absolute discretion, to: (i) during the period commencing on the Closing Date and ending on the date on which Crackle exercises its Put Option or Conversion Right (as each such term is defined in the Indemnifying Party is given notice JV Operating Agreement), cause the JV Entity to cancel a number of such claim, the Indemnifying Party's indemnification obligation with respect Preferred Units held by Crackle equal to such claim shall be reduced by the amount of the indemnification payment owed by CPE to such CSSE Indemnified Person, divided by a price per Preferred Unit of One Thousand Dollars ($1,000); (ii) following the end of the Exercise Period, if Crackle has exercised its Put Option (as such term is defined in the JV Operating Agreement) and received CSSE Preferred Shares, or Crackle has received CSSE Preferred Shares in the Crackle Refund, cause CSSE to cancel a number of shares of CSSE Preferred Shares held by Crackle equal to the amount of the indemnification payment owed by CPE to such CSSE Indemnified Person, divided by a price per share of Twenty Five Dollars ($25); and (iii) following the end of the Exercise Period, if Crackle has exercised its Conversion Option, and received Common Units, cause the JV Entity to cancel a number of Common Units held by Crackle equal to the amount of the indemnification payment owed by CPE to such CSSE Indemnified Person, divided by a price per Conversion Unit equal to such Conversion Unit’s Fair Market Value (as defined in the JV Operating Agreement). Notwithstanding anything to the contrary, the rights afforded CPE under this clause (g) shall not apply to indemnity payments obligations arising from or related to breaches of Section 2.1 (Authority and Enforceability), Section 3.1 (Organization), Section 3.2 (Authority and Enforceability), or Section 3.23 (Brokers’ Fees). (h) Notwithstanding any such insurance proceeds actually received by other provision of this Agreement to the contrary, the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise Persons shall have no right to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Partyunder this Agreement with respect to, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party or based on, Taxes to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are Taxes (i) incurred by the Indemnified Party during the five year are attributable to any Tax period following the loss other than a Pre-Closing Tax Period, or event which gives rise to the payment of the insurance proceeds and (ii) related are due to such loss and eventthe unavailability in any Tax periods (or portions thereof) beginning after the Closing Date of any net operating losses, credits or other Tax attributes from a Tax period (or portion thereof) ending on or before the Closing Date.

Further Limitations. (a) The amount which the Indemnifying Party is required to pay toIN NO EVENT SHALL EITHER PARTY BE LIABLE FOR THE INDIRECT, forINCIDENTAL, or on behalf of the party seeking indemnification pursuant to this Article X and/or Article IXEXEMPLARY OR PUNITIVE DAMAGES OR OTHER SPECIAL DAMAGES, shall be reduced by any federalLOST PROFITS, stateDAMAGE TO GOODWILL OR LOSS OF BUSINESS OF THE OTHER PARTY, local or non-United States Income Tax benefit actually received by the party seeking indemnification applicable to the indemnifiable lossesHOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, damagesARISING OUT OF THE PERFORMANCE OF, expensesOR THE FAILURE TO PERFORM, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals)ANY OBLIGATION(S) SET FORTH HEREIN. (b) The Indemnifying Party So long as Purchasers have indemnification obligations under this Agreement, Purchasers shall make maintain at their own expense insurance coverage adequate to satisfy Purchasers’ indemnification obligations hereunder, which in any indemnification payments determined event shall include at least the insurance coverage for Purchasers and their Affiliates with the types of insurance and policy limits that are currently in place for the e^deltacom Business. Maintenance of such insurance coverage shall not relieve Purchasers of any responsibility under this Agreement for liabilities in excess of insurance limits or otherwise. If any liabilities are covered by insurance, Purchasers shall exhaust claims against such policies. (c) Each Indemnified Party’s rights under Article VII shall not be deemed to be payable have been waived or otherwise affected by such Indemnified Party’s waiver of the breach of any representation, warranty, agreement or covenant contained in or made pursuant to this Agreement, unless such waiver expressly and in writing also waives any or all of the Indemnified Party hereunder without regard Party’s right under Article VII. (d) Each party agrees to any expectation that the Indemnified Party will recover insurance proceeds as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Party shall use its commercially reasonable efforts to seek to recover or make a mitigate any Damages which form the basis for any claim for insurance proceeds as a result of any matter giving rise indemnification hereunder. (e) Notwithstanding anything to an indemnification claim the contrary herein, QIPWC shall have no liability under this Agreement after the one year anniversary of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claimClosing Date; provided, the Indemnifying Party's indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party that to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of Sellers have asserted in writing in good faith a claim or dispute against Purchasers under this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount Agreement that remains unresolved as of such proceeds and (B) the amount one year anniversary date, QIPWC’s liability shall survive until final resolution of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss such claim or event which gives rise to the payment of the insurance proceeds and (ii) related to such loss and eventdispute.

Further Limitations. (a) The amount which After the Indemnifying Party is required Closing has occurred, the right to pay toindemnification under this Article VIII shall be the exclusive remedy of each party hereto (other than for fraud or the ability to obtain specific performance and except as provided in the Transition Services Agreement, forNon-Competition Agreement, Manufacturing Agreement, or on behalf of the party seeking indemnification pursuant to this Article X and/or Article IXSupply Agreement) in connection with any matter hereunder, shall be reduced by including without limitation (i) any federal, state, local or non-United States Income Tax benefit actually received breach by the other party seeking indemnification applicable to of its representations, warranties, or covenants in this Agreement or (ii) (in the indemnifiable lossescase of claims by Buyer) any Excluded Liabilities and (in the case of claims by Seller) any Assumed Liabilities. FOR THE AVOIDANCE OF DOUBT, damagesTHE RIGHT TO INDEMNIFICATION UNDER THIS ARTICLE VIII SHALL BE THE EXCLUSIVE REMEDY (OTHER THAN FOR FRAUD OR THE ABILITY TO OBTAIN SPECIFIC PERFORMANCE AS SET FORTH IN SECTION 10.4 AND EXCEPT AS PROVIDED IN THE TRANSITION SERVICES AGREEMENT, expensesNON-COMPETITION AGREEMENT, costsMANUFACTURING AGREEMENT OR SUPPLY AGREEMENT), TaxesWHETHER UNDER THIS AGREEMENT OR OTHERWISE, finesFOR EITHER PARTY AGAINST THE OTHER PARTY WITH RESPECT TO ANY AND ALL LOSSES INCURRED REGARDING, penalties and fees of the party seeking indemnificationOR CLAIMS RELATING TO OR ARISING FROM, amounts paid in settlement and reasonable expenses ENVIRONMENTAL LAW (includingINCLUDING, without limitationWITHOUT LIMITATION, reasonable expenses of investigationTHOSE RELATED TO (A) REMEDIATION, attorney's fees(B) THE ENVIRONMENTAL CONDITION OF THE HOLLISTER PROPERTY, enforcement of this AgreementAND (C) THE RELEASE OF HAZARDOUS MATERIALS OR VIOLATIONS OF ENVIRONMENTAL LAW AS A RESULT OF THE CONDUCT OF BUSINESS OR OPERATIONS OF SELLER, defense feesBUYER OR ANY OF THEIR PREDECESSORS OR SUCCESSORS), witness feesAND THE PARTIES HEREBY EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO SEEK ANY OTHER FORM OF RECOURSE AGAINST EACH OTHER WITH RESPECT TO ENVIRONMENTAL LAW, court costs and disbursements of counsel and other professionalsWHETHER CONTRACTUAL, AT LAW OR IN EQUITY (OTHER THAN FOR SPECIFIC PERFORMANCE AS SET FORTH IN SECTION 10.4), INCLUDING, BUT NOT LIMITED TO, COMMON LAW AND STATUTORY REMEDIES (INCLUDING, BUT NOT LIMITED TO, REMEDIES UNDER CERCLA, RCRA AND ANY OTHER ENVIRONMENTAL LAW). TO THE EXTENT THAT THIS SECTION 8.7 IS FOUND TO BE IN CONFLICT WITH OR INCONSISTENT WITH ANY OTHER PROVISION OF THIS AGREEMENT, THE PROVISIONS OF THIS SECTION 8.7 SHALL CONTROL. (b) The Indemnifying Party Nothing in this Agreement shall make limit, compromise or preclude any indemnification payments determined claims that either party may have under statutory or common law, by contract or otherwise, against third parties with respect to the Hollister Property and this Agreement shall not be construed as a waiver or release of any such claims by a party hereto. (c) Neither Buyer nor Seller may claim against the other party costs associated with Remediation by such party in excess of the reasonable, least costly amounts required by DTSC or other applicable Governmental Authority to meet the enforceable limits and standards of Environmental Law for a property used for industrial purposes. (d) Each party hereto agrees to take, and to cause its Affiliates to take, all reasonable steps that do not require the expenditure of out-of-pocket funds (unless such amounts will be indemnified hereunder) or otherwise do not materially adversely affect such party or its Affiliates, to mitigate any Losses incurred or to be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party will recover insurance proceeds as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Party shall use incurred by such party or its commercially reasonable efforts to seek to recover or make a claim for insurance proceeds as a result Affiliates upon and after becoming aware of any matter giving rise event which could reasonably be expected to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving give rise to any indemnification Losses; provided, however, Indemnitee shall not be required to pursue a claim against a third party or under an insurance policy to mitigate a Loss. (e) Notwithstanding any of the Indemnified Party prior foregoing, all payments to the date upon which the Indemnifying Party is given notice of such claim, the Indemnifying Party's indemnification obligation with respect each Indemnitee pursuant to such claim this Article VIII shall be reduced or reimbursed by the amount of (i) any such insurance proceeds recovery actually received by counterclaim or otherwise from any third party based on any claim that the Indemnified Party. If Indemnitee has against any third party that reduces the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified PartyLosses that would otherwise be sustained, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss or event which gives rise to the payment of the insurance proceeds and (ii) related any proceeds actually received of any claims under any insurance policy received by the Indemnitee that reduces the Losses that would otherwise be sustained. Nothing in this Section 8.7(e) is intended to such loss and eventdelay payment by Indemnitor until claims with third parties or insurance companies are resolved.

Further Limitations. No liability shall attach to the Shareholder and/or the Company in respect of any Warranty Claim to the extent that: (a) The amount which Provision or reserve is made for the Indemnifying Party is required to pay to, for, matter or on behalf of thing in the party seeking indemnification pursuant to this Article X and/or Article IX, shall be reduced by any federal, state, local Closing Balance Sheet or non-United States Income Tax benefit actually received by the party seeking indemnification applicable to the indemnifiable losses, damages, expenses, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals).Working Capital Statement or such matter or thing has been reflected therein; (b) The Indemnifying Party shall make Such Warranty Claim results from any indemnification payments determined omission or voluntary act or transaction on the part of the Buyer after the Closing Date other than an omission, act or transaction carried out pursuant to be payable to a legally binding obligation entered into by the Indemnified Party hereunder without regard Company on or before Closing; (c) Such Warranty Claim relates to any expectation loss for which the Buyer is indemnified by insurance or which the Buyer otherwise receives from a third party, provided that in such circumstances any costs or expenses incurred by the Indemnified Party will recover Buyer in claiming any amount from the relevant insurance proceeds company or other third party and which are not reimbursed by any such third party (including without limitation any subsequent increase in insurance premiums) shall be included as a result part of the matter giving rise to Warranty Claim; (d) Such Warranty Claim would not have arisen but for some act, omission, transaction or arrangement whatsoever carried out at the claim for which indemnification payments are to be made. The Indemnified Party shall use its commercially reasonable efforts to seek to recover written request or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim with the written approval of the Indemnified Party against Buyer or its respective authorised representatives or which was expressly authorised by this Agreement; (e) Such Warranty Claim would not have arisen but for a cessation of trading or a change in the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result nature or conduct of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claim, the Indemnifying Party's indemnification obligation with respect to such claim shall be reduced Business by the amount of any such insurance proceeds actually received Buyer after the Closing Date; (f) Such Warranty Claim would not have arisen but for a breach by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as Buyer or of it’s obligations under this Agreement; or (g) Such Warranty Claim relates to a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are (i) incurred by would have entitled the Indemnified Party during the five year period following the loss or event which gives rise Buyer to the payment of the insurance proceeds terminate this Agreement pursuant to Section 9.01(c) and (ii) related the Buyer had actual knowledge of its right to such loss and eventso terminate this Agreement pursuant to Section 9.01(c).

Further Limitations. With respect to each and every subletting and/or assignment approved by Landlord under the provisions of this Sublease: (a) The amount the form of the proposed assignment or sublease shall be reasonably satisfactory to Landlord and no Transferee shall take possession of any part of the Subleased Premises, until an executed counterpart of such sublease or assignment has been delivered to Landlord and any consent or approvals of Prime Landlord required under the Prime Lease, if any, shall have been obtained; (b) no sublease shall be for a term ending later than one day prior to the Expiration Date; and (c) each sublease shall be subject and subordinate to this Sublease and to the matters to which this Sublease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that in the Indemnifying Party event this Sublease is required terminated as a result of an Event of Default by Tenant hereunder. Tenant has hereby assigned to pay toLandlord, forand Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord or by any prepayment of more than one month's rent, or (D) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the party seeking indemnification pursuant subleased space or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord's obligations under this Article X and/or Article IX, shall be reduced by any federal, state, local or non-United States Income Tax benefit actually received by the party seeking indemnification applicable to the indemnifiable losses, damages, expenses, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals). (b) The Indemnifying Party shall make any indemnification payments determined to be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party will recover insurance proceeds as a result of the matter giving rise to the claim for which indemnification payments are to be madeSublease. The Indemnified Party shall use its commercially reasonable efforts to seek to recover or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claim, the Indemnifying Party's indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes provisions of this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal self-operative, and no further instrument shall be required to give effect to this provision, provided that the difference between (A) the actual amount of Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such proceeds subordination and (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss or event which gives rise to the payment of the insurance proceeds and (ii) related to such loss and eventattornment.

Further Limitations. Notwithstanding any other provision of this §9: (ai) The amount which No party will have any liability for indemnification under this § 9 with respect to the Indemnifying Party is required to pay tobreach of any representation or warranty contained herein unless on or before the date that such representation and warranty expires in accordance with § 9(a), for, or on behalf of the party seeking indemnification notifies such party of a claim specifying the factual basis of that claim in reasonable detail in accordance with § 9(e) or § 9(f), as applicable. (ii) The maximum aggregate amount for which the Target Stockholders shall be liable for Adverse Consequences relating to Parent Indemnity Claims pursuant to this Article X and/or Article IX, § 9(b)(ii) hereof shall be reduced an amount no greater than fifteen percent (15%) of the Total Merger Consideration. (iii) Parent shall not seek, or be entitled to, indemnification from the Target Preferred Stockholders pursuant to § 9(b)(ii) hereof until the aggregate amount of Adverse Consequences relating to Parent Indemnity Claims incurred or suffered by any federalParent Indemnitees exceeds One Hundred Twenty Five Thousand Dollars ($125,000) (the “Deductible”), stateand once Parent Indemnitees have incurred or suffered aggregate Adverse Consequences relating to Parent Indemnity Claims exceeding the Deductible, local or non-United States Income Tax benefit actually received by Parent shall be entitled to indemnification only for the party seeking indemnification applicable amount of all Adverse Consequences relating to Parent Indemnity Claims in excess of the amount of the Deductible (subject to the indemnifiable losses, damages, expenses, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid limitations set forth in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals§ 9(h)). (biv) The Indemnifying Party shall make In no event will the Target Stockholders or Parent be liable for any indemnification payments determined to be payable to the claims alleging consequential damages incurred or suffered by an Indemnified Party hereunder without regard to any expectation that the Indemnified Party will recover insurance proceeds Party, as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Party shall use its commercially reasonable efforts to seek to recover or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claimapplicable, the Indemnifying Party's indemnification obligation with respect to such claim shall be reduced by this Agreement or the amount of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss or event which gives rise to the payment of the insurance proceeds and (ii) related to such loss and eventtransactions contemplated hereby.

Further Limitations. 10.5.1 The Seller shall not be liable for breach of a Seller Guarantee if and to the extent that: (a) The amount which the Indemnifying Party is required matter underlying the breach of a Seller Guarantee has been specifically taken into account in the calculation of the Purchase Price pursuant to pay toClause 5.1; DB1/ 93370130.5 38 (b) the matter underlying the breach of a Seller Guarantee has been taken into account in the Financial Statements as a specific write-off (Abschreibung), forspecific value adjustment (Wertberichtigung), specific liability (Verbindlichkeit) or specific provision (Rückstellung); (c) the amounts of such Guarantee Claims have been recovered by the Purchaser and/or the Company from a third party, including under an existing insurance policy (provided that nothing herein shall require the Purchaser to litigate or otherwise appeal any denial of third-party coverage with respect to such Guarantee Claim; provided further that the Purchaser shall, if requested in writing by the Seller and to the extent reasonably possible and without cost, liability or adverse effect to the Purchaser, assign to the Seller any third-party claims relating to the Guarantee Claim that the Purchaser elects not to pursue); (d) the Purchaser had actual knowledge (positive Kenntnis) (and, for the avoidance of doubt, negligent or grossly negligent absence of knowledge shall be irrelevant) of the relevant facts and circumstances underlying said Guarantee Claim; provided, however, that such exclusion of claims shall not apply if the Seller had actual knowledge (positive Kenntnis) (and, for the avoidance of doubt, negligent or grossly negligent absence of knowledge shall be irrelevant) that the facts and circumstances underlying such Guarantee Claim constituted a breach of a Guarantee; (e) the relevant facts and circumstances underlying said Guarantee Claim have been fairly disclosed (Fairly Disclosed) to the Purchaser in (i) this Agreement, (ii) the Company Disclosure Schedule, or (iii) in the documents contained in the Intralinks data room “Project Blossom” (the Data Room) as of August 31, 2017. The Data Room has been stored in its entirely on behalf of the party seeking indemnification pursuant to this Article X and/or Article IX, shall be reduced by any federal, state, local or non-United States Income Tax benefit actually received by the party seeking indemnification applicable one (1) USB stick and handed over to the indemnifiable lossesPurchaser’s counsel for verification, damages, expenses, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid Purchaser’s counsel then handed over the verified copy to the acting notary for it to be held by him in settlement custody until six (6) years after the Signing Date and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement then handed over to the Company. For the purpose of this Agreement, defense feesunless otherwise noted, witness fees, court costs and disbursements the term Fairly Disclosed requires that on the Signing Date the disclosure enabled or would have reasonably enabled an objective third party having industry knowledge with support by professional advisors to make an informed assessment of counsel and other professionals). (b) The Indemnifying Party shall make any indemnification payments determined to be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party will recover insurance proceeds as a result nature of the matter giving rise and its significance, with the Seller acknowledging that it has restricted the Purchaser’s access to certain contents of the Data Room by way of restrictions and/or limitations placed on accessing, viewing, printing, downloading and copying documents. Regardless of the Purchaser’s Knowledge, nothing shall be considered Fairly Disclosed to the claim for which indemnification payments are to be made. The Indemnified Party shall use its commercially reasonable efforts to seek to recover extent that it contradicts or make a claim for insurance proceeds as a result of is otherwise inconsistent with any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives affirmative statement or omission contained in (x) Clause 9.2, or (y) any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claim, the Indemnifying Party's indemnification obligation Seller Guarantees (other than in Clause 9.2) with respect to any Guarantee Claims exceeding, in the aggregate inclusive of all such claim shall Guarantee Claims, USD 1,000,000 (it being understood and agreed that the Sellers would not be reduced by liable for the amount first USD 1,000,000 of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result said Guarantee Claims even if additional Guarantee Claims of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss or event which gives rise to the payment of the insurance proceeds and (ii) related to such loss and event.that

Further Limitations. 10.5.1 The Seller shall not be liable for breach of a Seller Guarantee if and to the extent that: (a) The amount which the Indemnifying Party is required matter underlying the breach of a Seller Guarantee has been specifically taken into account in the calculation of the Purchase Price pursuant to pay toClause 5.1; DB1/ 93370130.5 (b) the matter underlying the breach of a Seller Guarantee has been taken into account in the Financial Statements as a specific write-off (Abschreibung), forspecific value adjustment (Wertberichtigung), specific liability (Verbindlichkeit) or specific provision (Rückstellung); (c) the amounts of such Guarantee Claims have been recovered by the Purchaser and/or the Company from a third party, including under an existing insurance policy (provided that nothing herein shall require the Purchaser to litigate or otherwise appeal any denial of third-party coverage with respect to such Guarantee Claim; provided further that the Purchaser shall, if requested in writing by the Seller and to the extent reasonably possible and without cost, liability or adverse effect to the Purchaser, assign to the Seller any third-party claims relating to the Guarantee Claim that the Purchaser elects not to pursue); (d) the Purchaser had actual knowledge (positive Kenntnis) (and, for the avoidance of doubt, negligent or grossly negligent absence of knowledge shall be irrelevant) of the relevant facts and circumstances underlying said Guarantee Claim; provided, however, that such exclusion of claims shall not apply if the Seller had actual knowledge (positive Kenntnis) (and, for the avoidance of doubt, negligent or grossly negligent absence of knowledge shall be irrelevant) that the facts and circumstances underlying such Guarantee Claim constituted a breach of a Guarantee; (e) the relevant facts and circumstances underlying said Guarantee Claim have been fairly disclosed (Fairly Disclosed) to the Purchaser in (i) this Agreement, (ii) the Company Disclosure Schedule, or (iii) in the documents contained in the Intralinks data room “Project Blossom” (the Data Room) as of August 31, 2017. The Data Room has been stored in its entirely on behalf one (1) USB stick and handed over to the Purchaser’s counsel for verification, and the Purchaser’s counsel then handed over the verified copy to the acting notary for it to be held by him in custody until six (6) years after the Signing Date and then handed over to the Company. For the purpose of this Agreement, unless otherwise noted, the term Fairly Disclosed requires that on the Signing Date the disclosure enabled or would have reasonably enabled an objective third party having industry knowledge with support by professional advisors to make an informed assessment of the nature of the matter and its significance, with the Seller acknowledging that it has restricted the Purchaser’s access to certain contents of the Data Room by way of restrictions and/or limitations placed on accessing, viewing, printing, downloading and copying documents. Regardless of the Purchaser’s Knowledge, nothing shall be considered Fairly Disclosed to the extent that it contradicts or is otherwise inconsistent with any affirmative statement or omission contained in (x) Clause 9.2, or (y) any Seller Guarantees (other than in Clause 9.2) with respect to any Guarantee Claims exceeding, in the aggregate inclusive of all such Guarantee Claims, USD 1,000,000 (it being understood and agreed that the Sellers would not be liable for the first USD 1,000,000 of said Guarantee Claims even if additional Guarantee Claims of that DB1/ 93370130.5 sort occurred). In addition to the foregoing limitations, (a) documents listed on Schedule 10.5.1(d) shall not be considered Fairly Disclosed regardless of being contained in the Data Room, (b) documents referenced in documents contained in the Data Room shall not be considered Fairly Disclosed unless said referenced documents are also contained in the Data Room, (c) documents contained in the Data Room but not listed on the Intralinks index shall not be considered Fairly Disclosed, (d) documents in the Data Room named, titled or labeled inaccurately or misleadingly shall not be considered Fairly Disclosed, (e) information contained by passing reference or in documents in which an objective third party seeking indemnification would not expect to look for said information shall not be considered Fairly Disclosed, and (f) documents located in an area, folder or subfolder in the Data Room (based on the headings of such area, folder or subfolder in the Data Room) other than where an objective third party would reasonably expect it to be located shall not be considered Fairly Disclosed, it being understood, in each case with respect to each of the forgoing subsections (a) through (f), that the relevant matter underlying the Guarantee Claim which is not disclosed to a sufficient extent so as to allow the Purchaser an informed assessment of the matter in a document shall not be considered Fairly Disclosed; (f) the Guarantee Claims result from or are increased by the passing of, or any change in, any law statute, ordinance, rule or regulation after the Closing Date; or (g) the Guarantee Claims result from a failure of the Purchaser or, after the Closing Date, any Lovoo Company to mitigate damages pursuant to section 254 of the German Civil Code (Bürgerliches Gesetzbuch – BGB). 10.5.2 Section 377 of the German Commercial Code (Handelsgesetzbuch - HGB) and section 442 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) shall not apply. 10.5.3 No loss suffered by the Purchaser or the Company as a result of a breach of this Article X and/or Article IX, Agreement shall be reduced by any federal, state, local or non-United States Income Tax benefit actually received counted more than once (e.g. if a breach has resulted in losses of the Company and in losses of the Purchaser in the form of a corresponding reduction of the value of the Shares held by the party seeking indemnification applicable Purchaser). The Purchaser shall not be entitled to recover from the indemnifiable losses, damages, expenses, costs, Taxes, fines, penalties and fees Seller more than once in respect of the party seeking indemnification, amounts paid in settlement and reasonable expenses (includingsame damage suffered. In particular, without limitation, reasonable expenses the foregoing shall apply where one and the same set of investigation, attorney's fees, enforcement of facts (Sachverhalt) qualifies under more than one provision entitling the Purchaser to a claim or remedy under or in connection with this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals). (b) The Indemnifying Party shall make any indemnification payments determined to be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party will recover insurance proceeds as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Party shall use its commercially reasonable efforts to seek to recover or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claim, the Indemnifying Party's indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period following the loss or event which gives rise to the payment of the insurance proceeds and (ii) related to such loss and event.