Common use of Indemnification of the Buyer Indemnified Parties Clause in Contracts

Indemnification of the Buyer Indemnified Parties. (i) If the Transactions are consummated, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) until (A) the aggregate dollar amount for an individual Loss or group of related Losses, directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), exceeds [***] the “Minor Claims Amount”), and (B) the aggregate dollar amount of all Losses directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), subject to satisfaction of the Minor Claims Amount, exceeds, at any time, an amount equal to the product of (x) [***] multiplied by (x) the sum of the Base Purchase Price plus the aggregate Earn-Out Payments paid at such time (the “Threshold”), and if the aggregate amount of such indemnifiable Losses exceeds the Threshold as in effect at such time, then the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses in excess of such Threshold that would otherwise be indemnifiable pursuant to Section 8.2(a)(i), subject to the other limitations and qualifications set forth in this Article VIII. (ii) The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount for any amount of indemnifiable Losses in excess of the Indemnity Cap as calculated at the latest to occur of the EBITDA Condition Date, Blacksky Condition Date and Orders Condition Date, and Buyer, on behalf of itself and the other Buyer Indemnified Parties, hereby agrees not to seek, and shall not be entitled to recover, any Losses or other payments in respect of a claim for indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount in excess of such Indemnity Cap (except as otherwise provided herein). Except in the case of fraud and as otherwise specified herein, the aggregate amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained in this Agreement, no Buyer Indemnified Party shall have any right to seek or obtain indemnification under this Agreement for any Losses or alleged Losses incurred by a Buyer Indemnified Party to the extent the amount of such Loss would constitute a duplicative payment of any Liability actually included in the calculation of the Final Purchase Price. (iii) The foregoing limitations in this Section 8.4(a) shall not apply (and will not limit the indemnification or other obligations of the Seller) (A) in the event of fraud or (B) to any breach or failure to be true of, or any inaccuracy in, any of the Fundamental Representations or any of the representations and warranties in Section 2.23(c); provided that, for purposes of calculating any Losses incurred in connection with any Indemnification Claims alleging breach, inaccuracy or failure to be true of any Fundamental Representation, such Losses for which the Seller has an obligation to indemnify the applicable Buyer Indemnified Party shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party shall be entitled to make any claim for recovery for any Loss related to or arising from (1) the amount or availability of any Tax asset or attribute of the Company, (2) the ability of any Buyer Indemnified Party to utilize any Tax asset or attribute of the Company following the Closing, or (3) any Taxes imposed on the Company for any taxable period (or portion thereof) beginning after the Closing (other than any such Losses resulting from a breach of the representations set forth in Sections 2.9(e), 2.9(f) and 2.9(l)).

Indemnification of the Buyer Indemnified Parties. (ia) If Subject to the Transactions are consummatedlimitations set forth in this Article VIII, the Stockholder Indemnifying Parties hereby agree jointly and severally, to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses suffered, sustained or incurred by any Buyer Indemnified Party, resulting from, arising in connection with or related to (i) any breach or inaccuracy of a representation or warranty made by the Company contained in this Agreement or any of the Transaction Documents, (ii) any omission or inaccuracy with respect to the Allocation Statement delivered to Buyer by the Company pursuant to Section 3.2, (iii) any breach of any covenant made by the Company in this Agreement or the Transaction Documents, (iv) any claim brought by any current, former or putative equityholder or option holder of the Company with respect to equity or options of the Company, including with respect to any Dissenting Share Payments, (v) any Indemnified Taxes, (vi) any claim brought by any current, former or putative equityholder with respect to the calculations and determinations set forth on the Allocation Statement, including with respect to any claim that such calculations and determinations (A) are in conflict with the requirements of the Company’s Certificate of Incorporation, the Equity Plan, applicable Law or any applicable agreements to which the Company is a party, and (B) were not properly, accurately or completely updated as of the Closing and (vii) any Debt or Company Transaction Expenses to the extent not paid at or prior to Closing or included in the determination of Merger Consideration; (viii) any claims arising from or related to (A) United Hydrogen Solutions, LLC, a Delaware limited liability company or United Hydrogen, a.s., a Czech Republic joint-stock company (Company Registration no.: CZ28216580) (“A.S.”) or their respective assets, liabilities, operations and businesses whether before, on or after Closing and (B) the distribution to the Stockholders or otherwise of United Hydrogen Solutions, LLC or A.S and their assets, liabilities, operations and businesses (each, a “Spinout” and collectively, the “Spinouts”), and (ix) fraud or intentional misrepresentation. (b) The representations and warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Buyer Indemnified Parties, shall not be entitled limited or otherwise affected by or as a result of either (i) any waiver of Closing conditions by Buyer or Merger Sub, or (ii) any information furnished to, or any due diligence investigation made by any of the Buyer Indemnified Parties or any of their respective representatives. (c) The Buyer Indemnified Parties’ right to indemnification pursuant to Section 8.2(a)(i) until shall be limited and satisfied in accordance with the following: (i) except with respect to Losses arising out of breaches or inaccuracies in any Fundamental Representation or any action based on fraud or intentional misrepresentation, no Losses shall be subject to indemnification under Section 8.2(a)(i), (A) unless the aggregate dollar amount for an individual Loss of Losses in respect of indemnification claims under Section 8.2(a)(i), with respect to any single matter or group series of related Lossesmatters, directly exceeds One Thousand Five Hundred Dollars ($1,500) and (B) until the total of all Losses in respect of indemnification claims under Section 8.2(a)(i) exceeds the Threshold, and then recovery shall be permitted under Section 8.2(a)(i) for all Losses back to the first dollar; (ii) except with respect to Losses arising out of breaches or indirectly paidinaccuracies in any Fundamental Representation or any action based on fraud or intentional misrepresentation, incurredthe maximum aggregate liability of the Stockholder Indemnifying Parties for Losses in respect of indemnification claims under Section 8.2(a)(i) shall equal the Indemnification Holdback Amount (the “Cap”); (iii) all claims for Losses in respect of indemnification claims under Section 8.2(a)(i) or 8.2(a)(iii) shall be satisfied (A) first, suffered or sustained from set off against the Indemnification Holdback Amount only to the extent not entirely reduced by any prior setoff, subject to the terms and conditions of this Agreement, (B) second, through the use of commercially reasonable efforts by the Buyer Indemnified Parties to seek recovery under the R&W Policy only if covered by the terms of the R&W Policy and to the extent R&W Policy has not expired or is no longer available; and (C) third, to the extent not fully satisfied by the R&W Policy or any of themthe R&W Policy has expired at the time such recovery is sought (in accordance with the procedures and subject to the limitations set forth therein), exceeds [***] from the “Minor Claims Amount”)Stockholders directly and severally in accordance with their Pro Rata Share, including without limitation by set off against and (B) the aggregate dollar amount of all Losses directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), subject to satisfaction cancellation of the Minor Claims Amount, exceeds, at any time, an amount equal to the product of (x) [***] multiplied by (x) the sum of the Base Purchase Price plus the aggregate Earn-Out Payments paid Payment, any Plant Potential Payment and any Buyer Common Stock owned in book-entry form at such time (the “Threshold”), and if the aggregate amount of such indemnifiable Losses exceeds the Threshold as in effect at such time, then the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses in excess of such Threshold that would otherwise be indemnifiable pursuant to Section 8.2(a)(i)DTC by any Stockholder, subject to the other limitations and qualifications set forth in this Article VIII.; and (iiiv) The Buyer Indemnified Parties shall not be entitled with respect to indemnification pursuant to Section 8.2(a)(i) or Losses in respect of any Potential Impairment Amount for any amount of indemnifiable Losses in excess of the Indemnity Cap as calculated at the latest to occur of the EBITDA Condition Date, Blacksky Condition Date and Orders Condition Dateindemnification claims under Sections 8.2(a)(ii),(iii),(iv),(vi),(vii), and Buyer, on behalf of itself and the other Buyer Indemnified Parties, hereby agrees not to seek, and shall not be entitled to recover, any Losses or other payments in respect of a claim for indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount in excess of such Indemnity Cap (except as otherwise provided hereinviii). Except in the case of fraud and as otherwise specified herein, the aggregate amount liability of Losses for which the Buyer Indemnified Stockholder Indemnifying Parties shall be entitled to indemnification pursuant to Section 8.2(a) shall not exceed the Total Consideration. Notwithstanding anything to Enterprise Value plus the contrary contained in this Agreement, no Buyer Indemnified Party shall have any right to seek or obtain indemnification under this Agreement purchase price of the Palm Springs Property plus the Plant Potential Payment (except for any Losses or alleged Losses incurred by a Buyer Indemnified Party to the extent the amount of such Loss would constitute a duplicative payment of any Liability actually included in the calculation of the Final Purchase Price. (iii) The foregoing limitations in this Section 8.4(a) shall not apply (and will not limit the indemnification or other obligations of the Seller) (A) in the event of they result from fraud or (B) to any breach or failure to be true of, or any inaccuracy in, any of the Fundamental Representations or any of the representations and warranties in Section 2.23(c); provided that, for purposes of calculating any Losses incurred in connection with any Indemnification Claims alleging breach, inaccuracy or failure to be true of any Fundamental Representation, such Losses for which the Seller has an obligation to indemnify the applicable Buyer Indemnified Party shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party shall be entitled to make any claim for recovery for any Loss related to or arising from (1) the amount or availability of any Tax asset or attribute of the Company, (2) the ability of any Buyer Indemnified Party to utilize any Tax asset or attribute of the Company following the Closing, or (3) any Taxes imposed on the Company for any taxable period (or portion thereof) beginning after the Closing (other than any such Losses resulting from a breach of the representations set forth in Sections 2.9(e), 2.9(f) and 2.9(l)intentional misrepresentation).

Indemnification of the Buyer Indemnified Parties. (a) Subject to the other terms and conditions of this Agreement, from and after the Closing, the Parent Parties, and each of their Affiliates (including at and following the Closing, the Company) and their respective Representatives, stockholders, members, managers, successors, assigns and controlling Persons of any of the foregoing (each a “Buyer Indemnified Party”) shall be held harmless, indemnified and defended by Seller for any Losses arising from or relating to (i) If any inaccuracy in or breach of any representation or warranty of Seller contained in Article III or any certificates to be delivered pursuant to Section 2.2(b)(i) or Section 6.2(c), (ii) any breach or non-fulfillment of any covenant, agreement, or obligations to be performed by Seller contained herein, or (iii) any Pre-Closing Taxes. (b) The Buyer Indemnified Parties’ indemnification rights pursuant to Section 8.2(a) shall be limited as follows: (i) Other than with respect to the Transactions are consummatedBuyer Indemnified Parties’ indemnification rights related to Pre-Closing Taxes arising under Section 8.2(a)(iii), the Buyer Indemnified Parties shall not be entitled to any indemnification until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 8.2(a) exceeds an amount equal Seven Thousand Five Hundred Dollars ($7,500) (the “Deductible”), and then only to the extent such Losses exceed the Deductible. (ii) Other than with respect to the Buyer Indemnified Parties’ indemnification rights related to a breach of the Fundamental Representations, Section 3.7 (Taxes) or Pre-Closing Taxes arising under Section 8.2(a)(iii), the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(iunder this Agreement for any Losses (individually or in the aggregate) until (A) the aggregate dollar amount for an individual Loss or group in excess of related Losses, directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), exceeds [***] the “Minor Claims Amount”), and (B) the aggregate dollar amount of all Losses directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), subject to satisfaction of the Minor Claims Amount, exceeds, at any time, an amount equal to the product of Seventy Five Thousand Dollars (x$75,000) [***] multiplied by (x) the sum of the Base Purchase Price plus the aggregate Earn-Out Payments paid at such time (the “ThresholdCap”), and if the aggregate amount of such indemnifiable Losses exceeds the Threshold as in effect at such time, then the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses in excess of such Threshold that would otherwise be indemnifiable pursuant to Section 8.2(a)(i), subject to the other limitations and qualifications set forth in this Article VIII. (ii) The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount for any amount of indemnifiable Losses in excess of the Indemnity Cap as calculated at the latest to occur of the EBITDA Condition Date, Blacksky Condition Date and Orders Condition Date, and Buyer, on behalf of itself and the other Buyer Indemnified Parties, hereby agrees not to seek, and shall not be entitled to recover, any Losses or other payments in respect of a claim for indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount in excess of such Indemnity Cap (except as otherwise provided herein). Except in the case of fraud and as otherwise specified hereinwith the intent to deceive, the aggregate amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained in this Agreement, no Buyer Indemnified Party shall have any right to seek or obtain indemnification Parties’ sole source of recovery for all indemnifiable Losses under this Agreement for any Losses or alleged Losses incurred by a Buyer Indemnified Party to the extent the amount of such Loss would constitute a duplicative payment of any Liability actually included in the calculation of the Final Purchase Price. (iii) The foregoing limitations in this Section 8.4(a) shall not apply (and will not limit the indemnification or other obligations of the Seller) (A) in the event of fraud or (B) to any breach or failure to be true of, or any inaccuracy in, any of the Fundamental Representations or any of the representations and warranties as provided in Section 2.23(c); provided that, for purposes of calculating any Losses incurred in connection with any Indemnification Claims alleging breach, inaccuracy or failure to be true of any Fundamental Representation, such Losses for which the Seller has an obligation to indemnify the applicable Buyer Indemnified Party shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party shall be entitled to make any claim for recovery for any Loss related to or arising from (1) the amount or availability of any Tax asset or attribute of the Company, (2) the ability of any Buyer Indemnified Party to utilize any Tax asset or attribute of the Company following the Closing, or (3) any Taxes imposed on the Company for any taxable period (or portion thereof) beginning after the Closing (other than any such Losses resulting from a breach of the representations set forth in Sections 2.9(e), 2.9(f) and 2.9(l))8.6.

Indemnification of the Buyer Indemnified Parties. Subject to ARTICLE 11 (iSurvival of Representations, Warranties, Covenants and Agreements) If and the Transactions are consummatedlimitations contained in Section 12.4.1 and 12.5, the Seller hereby agrees, on a joint and several basis to indemnify the Buyer and its affiliates, stockholders, officers, directors, employees, agents, representatives and successors and assigns (individually a “Buyer Indemnified Party” and collectively the “Buyer Indemnified Parties”) against, and to protect, save and keep harmless the Buyer Indemnified Parties shall not be entitled from, and to indemnification pursuant to Section 8.2(a)(i) until (A) the aggregate dollar amount for an individual Loss pay on behalf of or group of related Losses, directly or indirectly paid, incurred, suffered or sustained by reimburse the Buyer Indemnified Parties as and when incurred for, any and all liabilities (or any of themincluding liabilities for Taxes), exceeds [***] the obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys’, accountants’ and expert witnesses’ fees) of whatever kind and nature (collectively, “Minor Claims AmountLosses”), and (B) the aggregate dollar amount of all Losses directly or indirectly paid, incurred, suffered or sustained incurred by the any Buyer Indemnified Parties (Party as a consequence of, in connection with, incident to, resulting from or any arising out of them), subject to satisfaction of the Minor Claims Amount, exceeds, at any time, an amount equal to the product of (x) [***] multiplied by (x) the sum of the Base Purchase Price plus the aggregate Earn-Out Payments paid at such time (the “Threshold”), and if the aggregate amount of such indemnifiable Losses exceeds the Threshold as in effect at such time, then the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses in excess of such Threshold that would otherwise be indemnifiable pursuant to Section 8.2(a)(i), subject to the other limitations and qualifications set forth in this Article VIII. (ii) The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount for any amount of indemnifiable Losses in excess of the Indemnity Cap as calculated at the latest way related to occur of the EBITDA Condition Date, Blacksky Condition Date and Orders Condition Date, and Buyer, on behalf of itself and the other Buyer Indemnified Parties, hereby agrees not to seek, and shall not be entitled to recover, any Losses or other payments in respect of a claim for indemnification pursuant to Section 8.2(a)(iby virtue of: (a) or in respect of any Potential Impairment Amount in excess of such Indemnity Cap (except as otherwise provided herein). Except i) in the case of fraud and as otherwise specified hereinany of the Seller, the aggregate amount any misrepresentation, inaccuracy or breach of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) shall not exceed the Total Consideration. Notwithstanding anything to the contrary any warranty or representation contained in this AgreementSections 4.2 through 4.25 or in any certificate delivered by any of such parties with respect to such sections at the Closing, no (ii) in the case of the Seller, any action, demand, proceeding, investigation or claim by any third party (including any governmental or regulatory authority) against or affecting any Buyer Indemnified Party shall have any right which may give rise to seek or obtain indemnification under this Agreement for any Losses evidence the existence of or alleged Losses incurred by relate to a Buyer Indemnified Party to the extent the amount misrepresentation or breach of such Loss would constitute a duplicative payment of any Liability actually included in the calculation of the Final Purchase Price. (iii) The foregoing limitations in this Section 8.4(a) shall not apply (and will not limit the indemnification or other obligations of the Seller) (A) in the event of fraud or (B) to any breach or failure to be true of, or any inaccuracy in, any of the Fundamental Representations or any of the representations and warranties of such person contained in Section 2.23(c)ARTICLE 4 hereof or in any certificate delivered by Seller at the Closing; provided that(c) in the case of the Seller, for purposes of calculating any Losses incurred in connection with any Indemnification Claims alleging breach, inaccuracy breach or failure by such person to be true of comply with, perform or discharge any Fundamental Representationobligation, agreement or covenant by such Losses for which Seller contained in this Agreement; and (d) in the Seller has an obligation to indemnify the applicable Buyer Indemnified Party shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party shall be entitled to make any claim for recovery for any Loss related to or arising from (1) the amount or availability of any Tax asset or attribute case of the CompanySeller, (2) the ability of any liability or obligation or any assertion against any Buyer Indemnified Party to utilize any Tax asset Party, arising out of or attribute relating, directly or indirectly, in whole or in part, out of the Company following conduct of the Closing, or (3) any Taxes imposed on the Company for any taxable period (or portion thereof) beginning after Business prior to the Closing (other than or any such Losses resulting from a breach of the representations set forth in Sections 2.9(e), 2.9(f) and 2.9(l))Retained Liabilities.

Indemnification of the Buyer Indemnified Parties. (a) From and after the Closing, subject to, and in accordance with, the provisions of this Article X, the Sellers shall, on a joint and several basis, indemnify the Buyers and their Affiliates and the Buyers’ and their Affiliates’ respective officers, directors, employees or agents (collectively, the “Buyer Indemnified Parties”) against, and hold them harmless from, any and all losses, Liabilities, Taxes, fines, interest, penalties, judgments, deficiencies, awards, assessments, amounts paid in settlement, damages, costs or expenses (in each case, including costs of investigation and defense and reasonable legal and accountants’ fees and expenses) (“Losses”) actually suffered or incurred by any of the Buyer Indemnified Parties to the extent arising from (i) If any breach of, or any misrepresentation with respect to, any representations and warranties of the Transactions Sellers set forth in Article V; (ii) any breach of, or any misrepresentation with respect to, any representations and warranties of the Sellers set forth in Article VI; (iii) any breach or violation of any covenant or agreement of the Sellers contained in this Agreement (to the extent such covenant or agreement is to be performed prior to the Closing); (iv) any breach or violation of any covenant or agreement of the Sellers (to the extent such covenant or agreement is to be performed after Closing and is independent of the indemnification obligations of this Section 10.1(a)); (v) any claim or demand made by any Person related to any matter, circumstance or default existing at or prior to the Closing Date in respect of the VFR Patent Assets; (vi) any Taxes of the Company Group or any of its Subsidiaries for any Pre-Closing Tax Period and the pre-closing portion of any Straddle Period, to the extent the Liability for any such Tax is in excess of amounts pre-paid prior to the Closing for such Tax; (vii) the sale of all the shares in the limited liability housing company Lohjan Valontalo (Fi.: As Oy Lohjan Valontalo) executed based on the agreement entered into between VKOY as seller and Xx. Xxx Xxxxxxx and Xx. Xxxx Xxxxxx as buyers on January 12, 2017; (viii) any Tax Liabilities with respect to NI or any of its Affiliates for any open Tax period prior to NI being classified as an S corporation; or (ix) any Tax costs (net of any corresponding Tax credits or deductions) in connection with the payment or settlement by the Buyers, the Company Group or any of its Subsidiaries of any and all Indebtedness, receivables, payables and other amounts owing between or among entities that are consummatedpart of the Company Group and its Subsidiaries that were not paid or settled prior to the Closing pursuant to Section 3.2(m) and that are paid or settled with the 90 days after the Closing Date, to the extent that such payment or settlement is effected in a manner that is consistent with the past practice of the Company Group and its Subsidiaries and otherwise in a way that reasonably endeavors to limit additional Tax costs; provided that the Buyer Indemnified Parties’ right to assert claims pursuant to this Section 10.1(a) shall be subject to the limitations set forth in in Section 10.1(b) and Section 10.7 and provided further that “Losses” shall not include, and the Buyer Indemnified Parties shall not be entitled to indemnification pursuant seek or recover from the Sellers under any theory of Liability, any special or punitive losses, Liabilities or damages, except to Section 8.2(a)(i) until (A) the aggregate dollar amount for an individual Loss or group of related Losses, directly or indirectly paid, incurred, suffered or sustained by extent recoverable from the Buyer Indemnified Parties pursuant to a Third Party Claim. (or any b) The Buyer Indemnified Parties’ right to assert claims pursuant to this Section 10.1 (other than in respect of themSection 10.1(a)(iv), Section 10.1(a)(vi), Section 10.1(a)(vii), Section 10.1(a)(viii) or Section 10.1(a)(ix)) shall, except as provided at Section 10.1(c), be subject to the following limitations: (i) the Buyer Indemnified Parties shall not be entitled to recover under Section 10.1(a) for an individual claim or group of substantially related claims with respect to any Losses unless and until the amount of Losses that the Buyer Indemnified Parties would otherwise recover pursuant to Section 10.1(a) with respect to such claim or group of substantially related claims exceeds [***] $15,000 (the “Minor Claims AmountPer Claim Threshold”), at which point the Buyer Indemnified Parties shall be entitled to recover for the full amounts of such claims, including amounts below the Per Claim Threshold; (ii) the Buyer Indemnified Parties shall not be entitled to recover under Section 10.1(a) until the total amount which the Buyer Indemnified Parties would otherwise recover pursuant to Section 10.1(a) (but for this Section 10.1(b)(ii)) exceeds on a cumulative basis an amount equal to $800,000 (the “Deductible”), and (B) the aggregate dollar amount of all Losses directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), subject to satisfaction of the Minor Claims Amount, exceeds, at any time, an amount equal to the product of (x) [***] multiplied by (x) the sum of the Base Purchase Price plus the aggregate Earn-Out Payments paid at such time (the “Threshold”), and if the aggregate amount of such indemnifiable Losses exceeds the Threshold as in effect at such time, then the Buyer Indemnified Parties shall be entitled to indemnification recover only for all such Losses the excess over the Deductible, it being understood that the portion of the amount of any individual claims or group of related claims less than the Per Claim Threshold shall be ignored in excess of such Threshold that would otherwise be indemnifiable pursuant to Section 8.2(a)(i), subject to determining whether the other limitations and qualifications set forth in this Article VIII.Deductible has been exceeded; (iiiii) The the Buyer Indemnified Parties shall not be entitled to recover under Section 10.1(a) an aggregate amount in excess of $13,125,000 (the “Cap”); (iv) in the event of any breach, violation or misrepresentation giving rise to an indemnification pursuant obligation under this Section 10.1 or otherwise in connection with the transactions - 60 - contemplated hereby, to Section 8.2(a)(ithe extent required by Law, the Buyers and the Indemnified Party(ies) shall take, and shall cause their respective Subsidiaries to take, reasonable measures to mitigate the Losses arising from such breach, violation or misrepresentation (including taking steps to prevent any contingent Liability from becoming an actual Liability). If such mitigation takes effect after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that Loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within 10 Business Days after the benefit is received; (v) for the avoidance of doubt, except to the extent constituting fraud, no breach of any Potential Impairment Amount representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Buyers, after the Closing, to rescind this Agreement or any of the transactions contemplated hereby; and (vi) solely for any purposes of determining the amount of indemnifiable Losses arising out of or resulting from a breach or inaccuracy of any representation or warranty in excess this Agreement, all qualifications or exceptions in any representation or warranty referring to the terms “material,” “materially,” “in all material respects,” or “Material Adverse Effect” shall be disregarded; provided that the materiality qualifiers in the defined term “Material Adverse Effect” and “Material Contracts” will not be disregarded. (c) The limitations set forth in Sections 10.1(b)(i), (ii), and (iii) will not apply to a breach or inaccuracy of the Indemnity Cap as calculated at Fundamental Representations, to Section 5.6, Section 5.7 or Section 6.15 or to Losses arising out of fraud in connection with the latest to occur of transactions contemplated by this Agreement; provided, however, that the EBITDA Condition Date, Blacksky Condition Date and Orders Condition Date, and Buyer, on behalf of itself and the other Buyer Indemnified Parties, hereby agrees not to seek, and Parties shall not be entitled to recover, any Losses or other payments in respect of recover for a claim for indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount in excess of such Indemnity Cap (except as otherwise provided herein). Except in the case of fraud and as otherwise specified herein, the aggregate amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained in this Agreement, no Buyer Indemnified Party shall have any right to seek or obtain indemnification under this Agreement for any Losses or alleged Losses incurred by a Buyer Indemnified Party to the extent the amount of such Loss would constitute a duplicative payment of any Liability actually included in the calculation of the Final Purchase Price. (iii) The foregoing limitations in this Section 8.4(a) shall not apply (and will not limit the indemnification or other obligations of the Seller) (A) in the event of fraud or (B) to any breach or failure to be true of, or any inaccuracy in, any of the Fundamental Representations or Section 5.6, Section 5.7 or Section 6.15 or pursuant to Section 10.1(a)(vi), Section 10.1(a)(viii) or Section 10.1(a)(ix) that, when combined with any other recoveries in respect of Sections 10.1(a)(i), (ii) and (iii), is in an aggregate amount in excess of the representations and warranties in Section 2.23(c); provided that, for purposes of calculating any Losses incurred in connection with any Indemnification Claims alleging breach, inaccuracy or failure to be true of any Fundamental Representation, such Losses for which the Seller has an obligation to indemnify the applicable Buyer Indemnified Party shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party shall be entitled to make any claim for recovery for any Loss related to or arising from (1) the amount or availability of any Tax asset or attribute of the Company, (2) the ability of any Buyer Indemnified Party to utilize any Tax asset or attribute of the Company following the Closing, or (3) any Taxes imposed on the Company for any taxable period (or portion thereof) beginning after the Closing (other than any such Losses resulting from a breach of the representations set forth in Sections 2.9(e), 2.9(f) and 2.9(l))Transaction Price.

Indemnification of the Buyer Indemnified Parties. (a) Each Shareholder, jointly and severally, agrees to indemnify and hold harmless Buyer and each of its officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Buyer Indemnified Parties”) in respect of all expenses, losses, penalties, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) (collectively, the “Indemnifiable Damages”) incurred or suffered by any such Buyer Indemnified Party resulting from: (i) If Any inaccurate representation or warranty made by the Transactions are consummated, the Buyer Indemnified Parties shall not be entitled to indemnification Shareholders in or pursuant to Section 8.2(a)(i) until (A) the aggregate dollar amount for an individual Loss or group of related Lossesthis Agreement, directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (any certificate delivered pursuant to this Agreement or any of them), exceeds [***] the “Minor Claims Amount”), and Ancillary Agreements; (Bii) Any default in the aggregate dollar amount performance of all Losses directly any of the covenants or indirectly paid, incurred, suffered or sustained agreements made by the Buyer Indemnified Parties (Shareholders in this Agreement or any of them), subject to satisfaction the Ancillary Agreements; (iii) Any Transaction Expenses of the Minor Claims Amount, exceeds, at any time, an amount equal to the product of (x) [***] multiplied by (x) the sum Shareholders that are not paid out of the Base Purchase Price plus at the aggregate Earn-Out Payments paid at such time Closing (the “ThresholdExcess Transaction Expenses”), and if ; (iv) Any fraud or intentional misrepresentations of the aggregate Shareholders or the Company; (v) The amount of such indemnifiable Losses exceeds any Cash Shortfall; (vi) Any fees or expenses of a Disputes Auditor that are the Threshold as responsibility of the Shareholders; (vii) Any matter identified or required to be identified in effect at such time, then Schedule 2.14; and (viii) Each of the matters set forth on Schedule 7.02. (b) The foregoing obligation of the Shareholders to indemnify the Buyer Indemnified Parties shall be entitled subject to indemnification each of the following principles or qualifications: (i) No claim for all such Losses in excess the recovery of such Threshold that would otherwise be indemnifiable Indemnifiable Damages pursuant to Section 8.2(a)(i)7.02(a)(i) may be asserted by any Buyer Indemnified Party against the Shareholders after such representations and warranties shall be thus extinguished; provided, subject to however, that claims first asserted in writing within the other limitations and qualifications set forth in this Article VIIIapplicable period shall not thereafter be barred. (ii) The Buyer Indemnified Parties shall not be entitled Other than with respect to Indemnifiable Damages resulting from the fraud or intentional misrepresentations of the Shareholders or any inaccuracy in the Fundamental Representations, the maximum aggregate amount of indemnification payable by the Shareholders pursuant to this Section 8.2(a)(i7.02 shall be limited to an amount not to exceed $2,550,000. With respect to any inaccuracy in the Fundamental Representations, the maximum aggregate amount of indemnification payable by the Shareholders pursuant to this Section 7.02 shall be limited to an amount not to exceed $5,000,000 (the “Fundamental Representations Cap”); provided, however, that (A) or in respect of any Potential Impairment Amount the Fundamental Representations Cap shall be reduced to $2,500,000 for any amount of indemnifiable Losses claims that are first asserted in excess writing after the second anniversary of the Indemnity AECsoft USA Closing Date, (B) the Fundamental Representations Cap as calculated at shall be reduced to $1,250,000 for any claims that are first asserted in writing after the latest to occur fourth anniversary of the EBITDA Condition Date, Blacksky Condition Date and Orders Condition AECsoft USA Closing Date, and Buyer, on behalf of itself and (C) the other Buyer Indemnified Parties, hereby agrees not to seek, and Fundamental Representations Cap in effect at anytime shall not be entitled to recover, any Losses or other payments in respect of a claim for indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount in excess of such Indemnity Cap (except as otherwise provided herein). Except in the case of fraud and as otherwise specified herein, reduced by the aggregate amount of Losses for which any indemnification claims paid by the Buyer Indemnified Parties shall be entitled Shareholders with respect to indemnification pursuant to Section 8.2(a) shall any inaccuracy in any representations or warranties that do not exceed the Total Considerationconstitute Fundamental Representations. Notwithstanding anything to the contrary contained set forth in this Agreement, no the Shareholders shall only be liable to the Buyer Indemnified Party shall have any right to seek or obtain Parties for indemnification under this Agreement for any Losses or alleged Losses incurred by a Section 7.02 in the event that the Indemnifiable Damages of the Buyer Indemnified Party to the extent the amount of such Loss would constitute a duplicative payment of any Liability actually included Parties exceeds $50,000 in the calculation aggregate (the “Basket Amount”), in which event the Shareholders shall be liable for all Indemnifiable Damages of the Final Purchase PriceBuyer Indemnified Parties; provided, however, that the Basket Amount shall not apply to Indemnifiable Damages resulting from (i) Excess Transaction Expenses, (ii) any inaccuracy in the Fundamental Representations, (iii) any Cash Shortfall, (iv) any fees or expenses of a Disputes Auditor that are the responsibility of the Shareholders, or (v) any matter referenced in Schedule 7.02. (iii) The foregoing limitations in this Section 8.4(a) shall not apply (and will not limit For purposes of determining the indemnification or other obligations amount of Indemnifiable Damages resulting from the Seller) (A) in the event of fraud or (B) to any breach or failure to be true of, or any inaccuracy in, any of the Fundamental Representations or any of the representations and warranties matters described in Section 2.23(c7.02(a); provided that, for purposes of calculating any Losses incurred in connection with any Indemnification Claims alleging breachthe representations, inaccuracy or failure to be true of any Fundamental Representationwarranties, such Losses for which the Seller has an obligation to indemnify the covenants and agreements applicable Buyer Indemnified Party shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party thereto shall be entitled deemed not to make include any claim for recovery for any Loss related qualification or limitation with respect to materiality (whether by the terms “material” or arising from (1) the amount “materiality” or availability of any Tax asset by reference to a “Material Adverse Effect,” a “Material Adverse Change,” or attribute of the Company, (2) the ability of any Buyer Indemnified Party to utilize any Tax asset or attribute of the Company following the Closing, or (3) any Taxes imposed on the Company for any taxable period (or portion thereof) beginning after the Closing (other than any such Losses resulting from a breach of the representations set forth in Sections 2.9(e), 2.9(f) and 2.9(l)otherwise).

Indemnification of the Buyer Indemnified Parties. (a) Subject to the other terms of this ARTICLE VII (including without limitation Section 7.5(b)), from and after the Closing, the Seller shall indemnify and hold the Buyer and its Affiliates (the “Buyer Indemnified Parties”) harmless from all Losses incurred by them that arise or result from: (i) If any breach of any of the Transactions representations or warranties of Crane contained in ARTICLE II or the certificate delivered at the Closing by the Company pursuant to Section 6.1(c); (ii) any breach of the representations and warranties of the Seller contained in ARTICLE III, or the failure of the Seller to perform any of its covenants or agreements contained herein, including the failure to pay or perform, as applicable, (A) the Sale Bonuses together with any Withholding Amount, (B) the Seller’s Expenses, (C) any liability of the Company for Taxes due with respect to periods prior to the Closing, as determined pursuant to Section 5.7, to the extent such Taxes are consummatednot reflected as a liability for purposes of calculating the final Closing Working Capital in accordance herewith, or (D) any liability or obligation with respect to any Benefit Plan to the extent the Seller and its Affiliate have expressly agreed to retain such liability or obligation under Section 5.10; (iii) any failure of the Seller to pay any liability or perform any obligation with respect to Closing Indebtedness or the Senior Credit Facility; or (iv) the failure of the Company to perform any of its covenants or agreements contained herein that are required to be performed prior to the Closing. For the avoidance of doubt, prior to the Closing, all obligations of the Seller and the Company under this Agreement shall be the joint and several obligations of each of the Seller and the Company. (b) In addition to the other terms of this ARTICLE VII (including without limitation Section 7.5(b)), the Buyer Indemnified Parties’ right to make claims under this Section 7.2 shall be subject to each of the following limitations and conditions: (i) No claim shall be made with respect to any single Loss (or series of related or similar Losses) of less than $50,000. (ii) No claim shall be made unless the cumulative amount of Losses incurred by the Buyer Indemnified Parties (excluding Losses for which indemnification would not be available as a result of the foregoing clause (i)) exceeds an amount equal to 0.75% of the Base Purchase Price, and then only to the extent of such excess. (iii) The aggregate liability of the Seller for Losses shall not exceed, in the aggregate, an amount equal to 5% of the Base Purchase Price; provided, that this sentence shall not apply in the case of any Losses arising or resulting from (A) the breach of any of the Environmental Reps or the Fundamental Reps, or (B) the breach of any covenants to be performed by the Seller after the Closing. (iv) The aggregate liability of the Seller for Losses arising or resulting from (A) the breach of any representations and warranties (including the Environmental Reps), and (B) the covenants and agreements of the Company or the Seller to be performed prior to the Closing shall not exceed 7.5% of the Base Purchase Price; provided, that this sentence shall not apply in the case of any Losses arising or resulting from the breach of any of the Fundamental Reps. (v) The aggregate liability of the Seller for (x) Losses arising or resulting from the breach of any of the representations and warranties (including the Environmental Reps and the Fundamental Reps) and (y) all other Losses under this Agreement shall not exceed an amount equal to the Closing Purchase Price actually received by the Seller, minus all amounts previously paid by or on behalf of the Seller to the Buyer Indemnified Parties under this Agreement. (vi) No claim shall be made with respect to Losses arising out of any breach of the representations or warranties contained in ARTICLE II to the extent (A) a corresponding reserve for such Losses has been established on the Financial Statements or (B) there has been a corresponding reduction in the calculation of the Closing Purchase Price. (vii) The Buyer and the Buyer Indemnified Parties shall not be entitled to indemnification pursuant recover Losses arising from or resulting from (or to Section 8.2(a)(ithe extent exacerbated by) until any environmental investigation, monitoring, clean-up, containment, restoration, removal or other corrective or response action (Acollectively, “Response Action”) unless such Response Action is: (1) affirmatively required under any Environmental Law to address an Environmental Condition existing as of the aggregate dollar amount for an individual Loss Closing Date which is discovered during the ordinary course of the operation of the Business (and not during or group as a result of related Losses, directly a voluntary investigation regardless of whether such investigation is undertaken as part of a property transfer or indirectly paid, incurred, suffered or sustained sale); (2) performed in a cost-effective manner; and (3) designed and scoped in such a manner as to attain compliance with the minimum remedial standards available under Environmental Law taking into account the use of the Owned Real Property as it was used by the Buyer Indemnified Parties (or any of them), exceeds [***] the “Minor Claims Amount”), and (B) the aggregate dollar amount of all Losses directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), subject to satisfaction Company as of the Minor Claims AmountClosing Date and employing, exceedswhere applicable, at risk-based remedial standards and institutional controls. Neenah and the Company shall provide reasonable notice of any time, an amount equal planned Response Action to the product of (x) [***] multiplied by (x) the sum of the Base Purchase Price plus the aggregate Earn-Out Payments paid at such time (the “Threshold”)Seller, and if the aggregate amount of such indemnifiable Losses exceeds the Threshold as in effect at such time, then the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses in excess of such Threshold that would otherwise be indemnifiable pursuant to Section 8.2(a)(i)and, subject to the other limitations herein, the Seller shall either, at the Seller’s option, perform or cause to be performed the Response Action, or shall authorize Neenah or the Company to perform such Response Action. Subject to the limitations herein, if the Seller refuses to perform, cause to be performed, or authorize the performance of any Response Action, Neenah and qualifications set forth the Company may, at their option, perform or cause to be performed such Response Action. Neenah and the Company shall provide the Seller with reasonable access to the relevant property or facility for purposes of completing such Response Action and shall reasonably cooperate with the Seller in this Article VIIIconnection therewith; provided, that Seller shall make reasonable efforts to minimize any adverse impacts on the Company’s business. (iiviii) The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount for any amount of indemnifiable recover Losses in excess of the Indemnity Cap as calculated at the latest to occur of the EBITDA Condition Date, Blacksky Condition Date and Orders Condition Date, and Buyer, on behalf of itself and the other Buyer Indemnified Parties, hereby agrees not to seek, and shall not be entitled to recover, any Losses or other payments in respect of a claim for indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount in excess of such Indemnity Cap (except as otherwise provided herein). Except in the case of fraud and as otherwise specified herein, the aggregate amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained in this Agreement, no Buyer Indemnified Party shall have any right to seek or obtain indemnification under this Agreement for any Losses or alleged Losses incurred by a Buyer Indemnified Party ARTICLE VII to the extent that actions or the amount of such Loss would constitute a duplicative payment of any Liability actually included in the calculation of the Final Purchase Price. (iii) The foregoing limitations in this Section 8.4(a) shall not apply (and will not limit the indemnification or other obligations of the Seller) (A) in the event of fraud or (B) to any breach or failure to be true ofact of Neenah, its Affiliates or any inaccuracy in, any successor(s) result in a denial or limitation of coverage under the Fundamental Representations or any of the representations and warranties in Section 2.23(c); provided that, for purposes of calculating any Losses incurred in connection with any Indemnification Claims alleging breach, inaccuracy or failure to be true of any Fundamental Representation, such Losses for which the Seller has an obligation to indemnify the applicable Buyer Indemnified Party shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party shall be entitled to make any claim for recovery for any Loss related to or arising from (1) the amount or availability of any Tax asset or attribute of the Company, (2) the ability of any Buyer Indemnified Party to utilize any Tax asset or attribute of the Company following the Closing, or (3) any Taxes imposed on the Company for any taxable period (or portion thereof) beginning after the Closing (other than any such Losses resulting from a breach of the representations set forth in Sections 2.9(e), 2.9(f) and 2.9(l))Environmental Policy.

Indemnification of the Buyer Indemnified Parties. From and after the Closing, subject to, and in accordance with, the provisions of this Article X, each Seller, individually, as to itself, himself or herself only and not jointly as to or with any other Seller, shall indemnify the Buyer and each of its Affiliates (including the Company following the Closing), officers, directors, employees or agents (collectively, the "Buyer Indemnified Parties"), against, and hold harmless from, any and all loss, liability, damage or expense (in each case, including reasonable legal fees and expenses) ("Losses") actually suffered or incurred by any of the Buyer Indemnified Parties to the extent arising from (i) If any breach of, or any misrepresentation with respect to, any representations and warranties of such Seller set forth in Article V or any breach or violation of any covenant of such Seller under this Agreement; (ii) any breach of, or any misrepresentation with respect to, any representations and warranties of the Transactions are consummatedCompany set forth in Article VI; (iii) any Pre-Closing Transaction Taxes, including any Transfer Taxes associated with the transfer of the Fayetteville Property to the Sellers prior to the Closing contemplated by the Pre-Closing Transaction Agreement; or (iv) the matters described on Schedule 10.1(a)(iv); provided, that the Buyer Indemnified Parties' right to assert claims against the Sellers pursuant to this Section 10.1(a) shall be subject to the limitations set forth in in Section 10.1(b) and Section 10.7 and provided, further, that "Losses" shall not include, and the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) until (A) seek or recover from the aggregate dollar amount for an individual Loss Sellers, under any theory of liability, any special or group of related Lossespunitive losses, directly liabilities, damages or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (expenses or any losses, liabilities, damages or expenses based on any multiple of them)profits or earnings, exceeds [***] the “Minor Claims Amount”)diminution in value, and (B) the aggregate dollar amount of all Losses directly lost profits or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), subject to satisfaction of the Minor Claims Amount, exceeds, at any time, an amount equal to the product of (x) [***] multiplied by (x) the sum of the Base Purchase Price plus the aggregate Earn-Out Payments paid at such time (the “Threshold”), and if the aggregate amount of such indemnifiable Losses exceeds the Threshold as in effect at such time, then the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses in excess of such Threshold that would otherwise be indemnifiable pursuant to Section 8.2(a)(i), subject to the other limitations and qualifications set forth in this Article VIIIsimilar valuation methodologies. (ii) The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount for any amount of indemnifiable Losses in excess of the Indemnity Cap as calculated at the latest to occur of the EBITDA Condition Date, Blacksky Condition Date and Orders Condition Date, and Buyer, on behalf of itself and the other Buyer Indemnified Parties, hereby agrees not to seek, and shall not be entitled to recover, any Losses or other payments in respect of a claim for indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount in excess of such Indemnity Cap (except as otherwise provided herein). Except in the case of fraud and as otherwise specified herein, the aggregate amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained in this Agreement, no Buyer Indemnified Party shall have any right to seek or obtain indemnification under this Agreement for any Losses or alleged Losses incurred by a Buyer Indemnified Party to the extent the amount of such Loss would constitute a duplicative payment of any Liability actually included in the calculation of the Final Purchase Price. (iii) The foregoing limitations in this Section 8.4(a) shall not apply (and will not limit the indemnification or other obligations of the Seller) (A) in the event of fraud or (B) to any breach or failure to be true of, or any inaccuracy in, any of the Fundamental Representations or any of the representations and warranties in Section 2.23(c); provided that, for purposes of calculating any Losses incurred in connection with any Indemnification Claims alleging breach, inaccuracy or failure to be true of any Fundamental Representation, such Losses for which the Seller has an obligation to indemnify the applicable Buyer Indemnified Party shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party shall be entitled to make any claim for recovery for any Loss related to or arising from (1) the amount or availability of any Tax asset or attribute of the Company, (2) the ability of any Buyer Indemnified Party to utilize any Tax asset or attribute of the Company following the Closing, or (3) any Taxes imposed on the Company for any taxable period (or portion thereof) beginning after the Closing (other than any such Losses resulting from a breach of the representations set forth in Sections 2.9(e), 2.9(f) and 2.9(l)).

Indemnification of the Buyer Indemnified Parties. (i) If the Transactions are consummated, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) until (A) the aggregate dollar amount for an individual Loss or group of related Losses, directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), exceeds [***] the “Minor Claims Amount”), and (B) the aggregate dollar amount of all Losses directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), subject to satisfaction of the Minor Claims Amount, exceeds, at any time, an amount equal Subject to the product of (x) [***] multiplied by (x) the sum of the Base Purchase Price plus the aggregate Earn-Out Payments paid at such time (the “Threshold”), and if the aggregate amount of such indemnifiable Losses exceeds the Threshold as in effect at such time, then the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses in excess of such Threshold that would otherwise be indemnifiable pursuant to Section 8.2(a)(i), subject to the other limitations and qualifications set forth in this Article VIII. IX, from and after the Closing, the Seller shall indemnify and hold harmless, to the fullest extent permitted by Law, the Buyer and its directors, employees, officers and Affiliates (iiincluding the Company and its Subsidiaries) The and their respective successors and assigns (collectively, the “Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(iParties”) or from, against and in respect of any Potential Impairment Amount for any amount of indemnifiable and all Losses in excess of the Indemnity Cap as calculated at the latest to occur of the EBITDA Condition Date, Blacksky Condition Date and Orders Condition Date, and Buyer, on behalf of itself and the other Buyer Indemnified Parties, hereby agrees not to seek, and shall not be entitled to recover, any Losses or other payments in respect of a claim for indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount in excess of such Indemnity Cap (except as otherwise provided herein). Except in the case of fraud and as otherwise specified herein, the aggregate amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained in this Agreement, no Buyer Indemnified Party shall have any right to seek or obtain indemnification under this Agreement for any Losses or alleged Losses incurred by a Buyer Indemnified Party to the extent the amount arising out of such Loss would constitute or incurred as a duplicative payment result of any Liability actually included in the calculation of the Final Purchase Price.following: (iiia) The foregoing limitations in this Section 8.4(a) shall not apply (and will not limit the indemnification or other obligations of the Seller) (A) in the event of fraud or (B) to any breach or failure to be true of, or any inaccuracy in, (i) any of representation or warranty made by the Seller in any Transaction Document (other than the Seller Fundamental Representations, Company Fundamental Representations or any of the representations and warranties set forth in Section 2.23(c); provided that, 5.11 (Taxes) for purposes which indemnification is available under Article VIII) or (ii) any Company Fundamental Representation or any Seller Fundamental Representation or in any document delivered with respect thereto; (b) any breach or default in performance by the Company of calculating any Losses incurred in connection with any Indemnification Claims alleging breach, inaccuracy of its covenants or failure obligations required to be true performed by or complied with on or prior to the Closing Date contained in any Transaction Document; (c) any breach or default in performance by the Seller of any Fundamental Representation, such Losses for which the Seller has an obligation of its covenants or obligations required to indemnify the applicable Buyer Indemnified Party shall not exceed the Total Consideration. Notwithstanding anything to the contrary be performed by or complied with contained herein, no Buyer Indemnified Party shall be entitled to make in any claim for recovery for Transaction Document; (d) any Loss related to breach or arising from (1) the amount or availability default in performance by SHL of any Tax asset of its covenants or attribute obligations set forth in Section 7.4 or Section 7.7 of the Company, this Agreement; (2) the ability of any Buyer Indemnified Party to utilize any Tax asset or attribute of the Company following the Closing, or (3e) any Taxes imposed on Affiliate Payments from the Company for any taxable period (or portion thereof) beginning after Lockbox Date through and including the Closing (Date other than any such Losses resulting Affiliate Payments included in the Closing Statement and deducted on a dollar for dollar basis from a breach of the representations set forth in Sections 2.9(e)Purchase Price at Closing; or (f) any Qualified Transaction Expenses that are payable, 2.9(f) and 2.9(l))but that are not paid by the Seller.

Indemnification of the Buyer Indemnified Parties. (i) If the Transactions are consummated, the Buyer Indemnified Parties shall not be entitled Pursuant to indemnification pursuant to Section 8.2(a)(i) until (A) the aggregate dollar amount for an individual Loss or group of related Losses, directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), exceeds [***] the “Minor Claims Amount”), and (B) the aggregate dollar amount of all Losses directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), subject to satisfaction of the Minor Claims Amount, exceeds, at any time, an amount equal to the product of (x) [***] multiplied by (x) the sum of the Base Purchase Price plus the aggregate Earn-Out Payments paid at such time (the “Threshold”), and if the aggregate amount of such indemnifiable Losses exceeds the Threshold as in effect at such time, then the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses in excess of such Threshold that would otherwise be indemnifiable pursuant to Section 8.2(a)(i), subject to the other limitations and qualifications set forth in this Article VIII.IX, from and after the Closing, the Buyer and its Affiliates and their respective Representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) shall be indemnified by the Seller against, and be held harmless from, any and all Losses, to the extent arising out of, relating to or resulting from: (i) any breach or inaccuracy of any representation or warranty of the Seller contained in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant to this Agreement (each such breach or inaccuracy, a “Warranty Breach”); (ii) The Buyer Indemnified Parties shall not any breach, or failure to perform, by Seller of either (x) a Surviving Pre-Closing Covenant or (y) any covenant or agreement required to be entitled performed by Seller following the Closing; and (iii) (a) Taxes of the Company or the Applicable Entities, or with respect to indemnification the assets or the business of the Company or the Applicable Entities, the BKEP Assets and the Terminals Business, attributable to any Pre-Closing Tax Period (determined in accordance with Section 7.6); (b) Taxes of the Seller (including any capital gains Taxes or other Taxes arising as a result of the transactions contemplated by this Agreement) or any of its Affiliates (other than the Company and the Applicable Entities) for any Tax period; (c) Taxes imposed on, allocated or attributable to or incurred or payable by the Company or the Applicable Entities due to transferee or successor Liability or an obligation to indemnify any third party, in each case pursuant to a transaction consummated on or prior to or contract entered into on or prior to the Closing; or (d) any taxes for which the Seller is liable pursuant to Section 8.2(a)(i7.4 (collectively the “Seller Taxes”); provided, Taxes described in clause (a) or in respect of any Potential Impairment Amount for any amount of indemnifiable Losses in excess of the Indemnity Cap as calculated at the latest to occur of the EBITDA Condition Date, Blacksky Condition Date and Orders Condition Date, and Buyer, on behalf of itself and the other Buyer Indemnified Parties, hereby agrees not to seek, and shall not be entitled to recover, any Losses or other payments in respect of a claim for indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount in excess of such Indemnity Cap (except as otherwise provided herein). Except in the case of fraud and as otherwise specified herein, the aggregate amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained in this Agreement, no Buyer Indemnified Party shall have any right to seek or obtain indemnification under this Agreement for any Losses or alleged Losses incurred by a Buyer Indemnified Party taken into account only to the extent the amount of such Loss would constitute Taxes exceeds the amount treated as a duplicative payment of any current Liability actually included in the calculation of Net Working Capital set forth in the Final Purchase Price. Closing Statement (iii) The foregoing limitations in as adjusted pursuant to Section 2.4(d)). For purposes of this Section 8.4(a) 9.2(a)(iii), Taxes shall not apply (and will not limit include the indemnification or other obligations amount of Taxes that would have been paid but for the Seller) (A) in the event of fraud or (B) to any breach or failure to be true of, or any inaccuracy in, any of the Fundamental Representations or any of the representations and warranties in Section 2.23(c); provided that, for purposes of calculating any Losses incurred in connection with any Indemnification Claims alleging breach, inaccuracy or failure to be true application of any Fundamental Representation, such Losses for which the Seller has an obligation credit or net operating loss or capital loss deduction attributable to indemnify the applicable Buyer Indemnified Party shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party shall be entitled to make any claim for recovery for any Loss related to or arising from (1) the amount or availability of any Tax asset or attribute of the Company, (2) the ability of any Buyer Indemnified Party to utilize any Tax asset or attribute of the Company following the Closing, or (3) any Taxes imposed on the Company for any taxable period tax periods (or portion portions thereof) beginning after the Closing (other than any such Losses resulting from a breach of the representations set forth in Sections 2.9(e), 2.9(f) and 2.9(l))Date.

Indemnification of the Buyer Indemnified Parties. (a) Subject to the limitations set forth in this Article VIII, the Stockholder Indemnifying Parties hereby agree on a several and not joint basis (except with respect to amounts to be recovered under the Indemnification Escrow Amount), to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses suffered, sustained or incurred by any Buyer Indemnified Party, resulting from, arising in connection with or related to (i) If any breach or inaccuracy of a representation or warranty made by the Company contained in this Agreement or any of the Transaction Documents, (ii) any omission or inaccuracy with respect to the Allocation Statement delivered to Buyer by the Company pursuant to Section 3.2, (iii) any breach of any covenant made by the Company in this Agreement or the Transaction Documents, (iv) any claim brought by any current, former or putative equityholder or option holder of the Company with respect to equity or options of the Company, including with respect to any Dissenting Share Payments, and any Losses incurred by Buyer under Section 6.6 of this Agreement, (v) any Indemnified Taxes, (vi) any claim brought by any current, former or putative equityholder or Optionholder with respect to the calculations and determinations set forth on the Allocation Statement, including with respect to any claim that such calculations and determinations (A) are in conflict with the requirements of the Company’s Certificate of Incorporation, the Equity Plan, applicable Law or any applicable agreements to which the Company is a party, and (B) were not properly, accurately or completely updated as of the Closing, (vii) any Debt or Company Transaction Expenses to the extent not paid at or prior to Closing or included in the determination of Merger Consideration or the Earn-Outs; (viii) any omission or inaccuracy with respect to the Earn-Out Spreadsheet delivered to Buyer by the Stockholders’ Representative pursuant to Section 3.3(i) and (ix) fraud with the intent to deceive as determined under Delaware Law on the part of the Company, its board of directors or officers committed or made in connection with this Agreement and the Transactions are consummated(“Fraud”). For the avoidance of doubt, Buyer shall not be required to show reliance on any particular representation or warranty in order to make an indemnity claim pursuant to Section 8.2(a)(i). (b) The representations and warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Buyer Indemnified Parties, shall not be limited or otherwise affected by or as a result of either (i) any waiver of Closing conditions by Buyer or Merger Sub, or (ii) any information furnished to, or any due diligence investigation made by any of the Buyer Indemnified Parties or any of their respective representatives; provided that the foregoing shall not apply in the context of establishing any element of a claim, on behalf of the Buyer or its Affiliates, of Fraud. (c) The Buyer Indemnified Parties’ right to indemnification pursuant to Section 8.2(a) shall be limited as follows: (i) except with respect to Losses arising out of breaches or inaccuracies in any Fundamental Representation or any action based on Fraud, no Losses shall be subject to indemnification under Section 8.2(a)(i) either (x) with respect to any individual Losses of an amount less than $10,000 individually (which Losses shall neither be indemnifiable or be included in the calculation of the whether the Threshold has been reached) (the “Per Claim Threshold”); provided that the Per Claim Threshold shall not apply to more than $50,000 of Losses in the aggregate or (y) until the total of all Losses indemnifiable under Section 8.2(a)(i) (including taking into the account the Per Claim Threshold) exceeds the Threshold and then recovery shall be permitted under Section 8.2(a)(i) for all Losses back to the first dollar; (ii) except with respect to Losses arising out of breaches or inaccuracies in any Fundamental Representation or any action based on Fraud, the maximum aggregate liability of the Stockholder Indemnifying Parties for Losses in respect of indemnification claims under Section 8.2(a)(i) shall equal the Indemnification Escrow Amount (the “Cap”); (iii) all claims under Section 8.2(a) for Losses shall be satisfied (A) first, from set off against the Indemnification Escrow Amount only to the extent not entirely reduced by any prior setoff, subject to the terms and conditions of this Agreement, (B) second, with respect to indemnification under Section 8.2(a)(i) to the extent indemnification in excess of the Indemnification Escrow Amount is permitted hereunder, if the retention under the R&W Insurance Policy is not satisfied, from the Stockholder Indemnifying Parties directly and severally in accordance with their Indemnifying Party Pro Rata Share, including without limitation by set off against and cancellation of any Earn-Out Obligation and any Buyer Common Stock owned in book-entry form at DTC by any Stockholder, subject to the other limitations in this Article VIII, to the extent of any such shortfall with respect to the retention; (C) third, through the use of commercially reasonable efforts by the Buyer Indemnified Parties to seek recovery under the R&W Insurance Policy only if covered by the terms of the R&W Insurance Policy and to the extent R&W Insurance Policy has not expired or is no longer available; and (D) fourth, to the extent not fully satisfied by the R&W Insurance Policy (in accordance with the procedures and subject to the limitations set forth therein) and to the extent indemnification in excess of the Indemnification Escrow Amount is permitted hereunder, from the Stockholder Indemnifying Parties directly and severally in accordance with their Indemnifying Party Pro Rata Share, including without limitation by receipt of cash or by set off against and cancellation of any Earn-Out Obligation to the extent earned but not paid or set off against and cancellation of any Buyer Common Stock owned in book-entry form at DTC by any Stockholder, subject to the other limitations in this Article VIII. For the avoidance of doubt, other than to the extent specified by Buyer, any such indemnity shall be satisfied in cash provided that the shares of Buyer Common Stock issuable at Closing shall have, at such time, been registered in accordance with the terms of the Voting and Support Agreement or otherwise shall be freely tradeable by the holder thereof without restriction. (iv) Buyer Indemnified Parties will not be entitled to recover any Losses from the Stockholder Indemnifying Parties, in the aggregate, or any Stockholder Indemnifying Party, individually, in excess of the Merger Consideration actually received by such Stockholder Indemnifying Parties, in the aggregate, or any Stockholder Indemnifying Party, individually, pursuant to this Agreement; and (v) the Buyer Indemnified Parties will not be entitled to recover any Losses relating to any matter arising under, or any facts and circumstances relating to or arising out of, a provision of this Agreement to the extent that the Buyer Indemnified Parties have already recovered Losses with respect to such matter pursuant to another provision of this Agreement and such recovery would be duplicative. (d) Notwithstanding anything to the contrary herein, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) until (A) the aggregate dollar amount for an individual Loss or group of related Losses, directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), exceeds [***] the “Minor Claims Amount”), and (B) the aggregate dollar amount of all Losses directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), subject to satisfaction of the Minor Claims Amount, exceeds, at any time, an amount equal to the product of (x) [***] multiplied by (x) the sum of the Base Purchase Price plus the aggregate Earn-Out Payments paid at such time (the “Threshold”), and if the aggregate amount of such indemnifiable Losses exceeds the Threshold as in effect at such time, then the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses in excess of such Threshold that would otherwise be indemnifiable pursuant to Section 8.2(a)(i), subject to the other limitations and qualifications set forth in this Article VIII. (ii) The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) or in respect of any Potential Impairment Amount VIII for any amount of indemnifiable Losses in excess of the Indemnity Cap as calculated at the latest to occur of the EBITDA Condition Date, Blacksky Condition Date and Orders Condition Date, and Buyer, on behalf of itself and the other Buyer Indemnified Parties, hereby agrees not to seek, and shall not be entitled to recover, any Losses or other payments in respect of a claim for indemnification pursuant to Section 8.2(a)(i(i) or in respect of any Potential Impairment Amount in excess of such Indemnity Cap (except as otherwise provided herein). Except in the case of fraud and as otherwise specified herein, the aggregate amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained in this Agreement, no Buyer Indemnified Party shall have any right to seek or obtain indemnification under this Agreement for any Losses or alleged Losses incurred by a Buyer Indemnified Party Taxes to the extent the amount of such Loss would constitute a duplicative payment of any Liability actually included Taxes have been reflected in the calculation of the Final Purchase Price. Company Transaction Expenses, Debt or Net Working Capital (iii) The foregoing limitations in this Section 8.4(a) shall not apply (and will not limit the indemnification or other obligations of the Seller) (A) in the event of fraud or (B) to any breach or failure to be true of, or any inaccuracy in, any of the Fundamental Representations or any of the representations and warranties in Section 2.23(ceach case as finally determined hereunder); provided that, for purposes of calculating any Losses incurred in connection with any Indemnification Claims alleging breach, inaccuracy or failure to be true of any Fundamental Representation, such Losses for which the Seller has an obligation to indemnify the applicable Buyer Indemnified Party shall not exceed the Total Consideration. Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party shall be entitled to make any claim for recovery for any Loss related to or arising from (1) the amount or availability of any Tax asset or attribute of the Company, (2ii) the ability of any Buyer Indemnified Party to utilize any Tax asset or attribute of the Company following the Closing, or (3) any Taxes imposed on the Company for any taxable period (or portion thereof) beginning after the Closing (other than any such Losses resulting from a breach of the representations set forth or warranties contained in Sections 2.9(eSection 4.9 and arising in a Tax period (or portion of a Tax period) beginning after the Closing Date, other than the representations and warranties in Section 4.9(d), 2.9(f(e), (g), (h), (k) and 2.9(l(l)), (iii) Taxes allocated to Buyer pursuant to Section 10.1 or (vi) Taxes arising from any transactions entered into on the Closing Date after the Closing outside of the Ordinary Course of Business and not contemplated by this Agreement.