Common use of Indemnity Limitations Clause in Contracts

Indemnity Limitations. (a) The right of the Indemnified Parties to be indemnified pursuant to this ARTICLE VIII shall be capped at the Escrow Amount with respect to any breach of any representation or warranty of the Company set forth in this Agreement, other than with respect to (i) the Tax Representation, which shall be capped at $9,100,000; (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraud, in no event shall any Shareholder be liable for Damages in excess of the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable Damages. (b) The Indemnified Persons shall recover any amounts payable pursuant to the indemnification provisions of this Agreement (A) first from the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement). (c) Notwithstanding any provision contained herein to the contrary, the representations and warranties contained in this Agreement shall not be affected by any investigation, verification or examination by any party or by anyone on behalf of such party. (d) Damages for which indemnification is provided pursuant to Section 8.03 of this Agreement shall be net of any amounts that may be recovered by the Indemnified Person under any insurance policy with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost of the Indemnified Person which may arise from the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Damage. (e) Upon making any payment to an Indemnified Person for any indemnification claim under Section 8.03 of this Agreement, the Indemnifying Person shall be subrogated, to the extent of such payment, to any rights which the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claim. (f) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after any Indemnified Person becomes aware of any event or circumstance that could reasonably be expected to constitute or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breach.

Indemnity Limitations. SELLER AND INSIGNIA (a) The right Seller and Insignia will have no liability (for indemnification or otherwise) under Section 10.2(a) or (b) until the total of the Indemnified Parties to be indemnified pursuant to this ARTICLE VIII shall be capped at the Escrow Amount all Buyer Losses with respect to any breach of any representation or warranty such matters exceeds $200,000; provided, however, that if the total of the Company set forth in this AgreementBuyer Losses exceeds $200,000, other than with respect to (i) the Tax Representation, which Seller and Insignia shall be capped at $9,100,000; (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at liable for the total amount of all Buyer Losses from the Merger Consideration paid first dollar thereof, and not merely the amount by which such Buyer Losses exceed $200,000. Notwithstanding the foregoing general limitation or any other provision of this Agreement seemingly to Shareholders pursuant the contrary, this Section 10.6(a) shall not apply to this Agreement; (iv) claims the costs and obligations allocated to Seller and Insignia under Sections 8.03(ii)-(vi2.5, 2.7(c), which 2.7(d), 2.8, 2.9, 2.10, 2.14, and 10.9 hereof and shall be capped at not limit the total amount liabilities and obligations of the Merger Consideration paid to Shareholders pursuant to this Agreement Seller and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraud, in no event shall any Shareholder be liable for Damages in excess of the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable DamagesInsignia described therein. (b) The Indemnified Persons shall recover any amounts payable pursuant Notwithstanding anything in this Agreement to the indemnification provisions of contrary, the aggregate Buyer Losses for which Seller and Insignia shall be liable under this Agreement (A) first from the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject 10 shall be limited to the limitations set forth in this Agreement)amount of Purchase Price received by Seller and Insignia; provided, however, that such limitation shall not apply to any Breach of any of Seller's or Insignia's representations and warranties of which Seller or Insignia had Knowledge at the time at which such representation and warranty is made or for any intentional Breach by Seller or Insignia of any of Seller's or Insignia's covenants or obligations contained herein. (c) Notwithstanding Seller and Insignia will have no liability (for indemnification or otherwise) with respect to any provision contained herein to the contrary, the representations and warranties contained in this Agreement shall not be affected Buyer Losses that may arise out of any real estate transaction entered into by any investigation, verification or examination by any party or by anyone on behalf of such party. (d) Damages for which indemnification is provided pursuant to Section 8.03 of this Agreement shall be net of any amounts that may be recovered by the Indemnified Person under any insurance policy with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost of the Indemnified Person which may arise from Realty One Companies in the incurrence Ordinary Course of Business either prior to or payment for at any such Damages. In computing time after the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Damage. (e) Upon making any payment to an Indemnified Person for any indemnification claim under Section 8.03 of this Agreement, the Indemnifying Person shall be subrogated, Closing Time to the extent that Buyer or any of the Realty One Companies receives or is entitled to receive and retain the commissions or other revenues attributable to such paymenttransaction after the Closing Time, to any rights which the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claim. (f) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent that Seller or Insignia had Knowledge of such damages are actually paid claim prior to a third partythe Closing Time, was under an obligation to disclose the same, and failed to disclose the same. (g) Promptly after any Indemnified Person becomes aware of any event or circumstance that could reasonably be expected to constitute or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breach.

Indemnity Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) The right Purchaser Indemnified Persons shall not be entitled to indemnification pursuant to Section 7.2(a) or Section 7.2(b) unless and until the aggregate of all Losses arising from indemnity claims made by Purchaser Indemnified Persons under Section 7.2(a) or Section 7.2(b) exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the “Basket Amount”), and if the aggregate amount of such indemnifiable Losses under Section 7.2(a) or Section 7.2(b) reaches the Basket Amount, the Purchaser Indemnified Persons shall be entitled to seek indemnity recourse for such indemnifiable Losses solely in excess of the Basket Amount; provided, that, the foregoing indemnification limitations shall not apply to indemnity claims made by Purchaser Indemnified Parties to be indemnified Persons pursuant to this ARTICLE VIII shall be capped at the Escrow Amount Section 7.2(a) or Section 7.2(b) with respect to Company Fundamental Representations or Company Tax Representations. (ii) The aggregate Liability of the Sellers under Section 7.2(a) or Section 7.2(b) will not exceed the Indemnity Escrow Amount remaining at any given time in the Escrow Account and the Purchaser, on behalf of itself and the other Purchaser Indemnified Persons, agrees not to seek, and shall not be entitled to recover, any Losses in excess of such Indemnity Escrow Amount (and the R&W Policy shall be the sole source of recourse for the Purchaser Indemnified Persons) pursuant to Section 7.2(a) or Section 7.2(b); provided, that, the foregoing indemnification limitations shall not apply to indemnity claims made by the Purchaser Indemnified Persons pursuant to Section 7.2(a) or Section 7.2(b) with respect to Company Fundamental Representations or Company Tax Representations. The aggregate Liability of the Sellers under Section 7.2(a) or Section 7.2(b) with respect to with respect to Company Fundamental Representations or Company Tax Representations and under Section 7.2(c) through Section 7.2(g) shall not exceed, in the aggregate, the Aggregate Consideration actually received by the Sellers hereunder (the “Cap”) and the Purchaser, on behalf of itself and the other Purchaser Indemnified Persons, agrees not to seek, and shall not be entitled to recover, any Losses or other payments pursuant to claims made by Purchaser Indemnified Persons in excess of the Cap. (iii) With respect to any indemnifiable Losses arising out of or resulting from any breach by any Seller under Section 7.2(a) or Section 7.2(c), Purchaser, on behalf of itself and the other Purchaser Indemnified Persons, will only have the right to seek recourse directly against such applicable Seller who committed such breach of Section 7.2(a) or Section 7.2(c), as applicable, subject to the other terms, conditions and limitations contained herein (iv) Prior to seeking recovery directly from the Sellers pursuant to claims made by the Purchaser Indemnified Persons pursuant to Section 7.2(a) or Section 7.2(b) with respect to Company Fundamental Representations or Company Tax Representations, the Purchaser Indemnified Persons shall first seek recourse against the Indemnity Escrow Amount and the R&W Policy and to the extent that the Indemnity Escrow Amount and R&W Policy is fully exhausted or recovery therefrom has been denied, the Purchaser Indemnified Persons may seek recourse directly against the Sellers on a several (and not joint and several) basis (based on their relative Pro Rata Portion), subject to the terms, conditions and limitations contained herein; provided, that in the case of any Seller who holds (or will hold) Purchaser Shares as of the applicable payment date for such indemnification obligation, any such direct payment obligation may be satisfied at such Seller’s option by the forfeiture and delivery (if applicable) to the Purchaser of a number of Purchaser Shares (valued for such purpose at the closing price of the Purchaser Common Stock as of the trading day immediately prior to the applicable payment date) having an aggregate value equal to the amount of such Seller’s applicable portion of such indemnification obligation, and such Seller and the Purchaser shall take such actions as are reasonably necessary to transfer (or forfeit, if applicable) such number of Purchaser Shares to the Purchaser; provided, further, that if any payment obligations remain outstanding to any Seller under the Note as of the applicable payment date, such direct payment obligation may also be satisfied at such Seller’s option by a decrease to the outstanding principal amount of the Note owing to such Seller. (v) The Purchaser Indemnified Persons shall have no right to set off against any Closing Adjustment Surplus Amount or other amount payable to the Sellers (or their Affiliates) under this Agreement or any other Transaction Document in satisfaction of any indemnity rights that the Purchaser Indemnified Persons may have under this Agreement. (vi) The limitations set forth in this Section 7.4(a) or otherwise under this Article VII shall not apply, and nothing herein shall be construed to limit any Purchaser Indemnified Person’s rights or remedies, in the case of any claim for fraud. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) The Seller Indemnified Persons shall not be entitled to indemnification pursuant to Section 7.3(a) unless and until the aggregate of all Losses arising from indemnity claims made by Seller Indemnified Persons hereunder exceeds the Basket Amount, and if the aggregate amount of such indemnifiable Losses reaches the Basket Amount, the Seller Indemnified Persons shall be entitled to seek indemnity recourse for any such indemnifiable Losses in excess of the Basket Amount; provided, that, the foregoing indemnification limitations shall not apply to indemnity claims made by Seller Indemnified Persons pursuant to Section 7.3(a) with respect to Purchaser Fundamental Representations. (ii) The aggregate Liability of the Purchaser under Section 7.3 will not exceed the Cap and the Sellers, on behalf of themselves and the other Seller Indemnified Persons, agree not to seek, and shall not be entitled to recover, any Losses or other payments in excess of the Cap; provided, that, the foregoing limitation shall not apply to any breach by the Purchaser of Section 2.4 or any other obligations of the Purchaser to pay any portion of the Aggregate Consideration or any other consideration required to be paid to the Sellers hereunder. (c) The amount of any Loss for which indemnification is provided under this Article VII shall be net of (i) any amounts actually recovered by the Indemnified Person from any third party (including insurance proceeds, including under the R&W Policy) as a result of the facts or circumstances giving rise to the Losses, to the extent such recovery would result in duplicative recoveries to such Indemnified Person for the same Losses and (ii) any Tax benefits that are actually realized by Indemnified Person as a result of the incurrence of Losses from which indemnification is sought in the taxable year in which such indemnification payment is made, the immediately subsequent taxable year; provided, that for the avoidance of doubt, no Purchaser Indemnified Person shall have any obligation to repay any amounts received by the Purchaser Indemnified Parties from the Indemnity Escrow Amount and applied towards the satisfaction of the retention under the R&W Policy. (d) Each Indemnified Person shall mitigate Losses suffered, incurred or sustained by such Indemnified Person arising out of any matter for which such Indemnified Person has sought indemnification hereunder, to the same extent required by Delaware Law. (e) In no event shall any Purchaser Indemnified Person be entitled to indemnification to this Article VII with respect to a specific Loss to the extent such Loss is actually and specifically included in the calculation of the Closing Cash Consideration, as finally determined in accordance with Section 2.7, including any such Loss that is related to any reserve or other similar item included in such calculation. (f) Any Liability for indemnification under this Article VII shall be determined without duplication of recovery by reason of the set of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or undertaking, or one or more rights to indemnification. (g) For purposes of determining (i) the amount of any Losses arising out of, relating to or resulting from any failure of any representation or warranty to be true and correct, and (ii) whether or not such failure has occurred, such representations and warranties shall be considered without giving effect to any limitation or qualifications as to “materiality,” “Company Material Adverse Change”, “Seller Material Adverse Change”, or “Purchaser Material Adverse Change”, or any other derivation of the Company set forth word “material.” (h) Notwithstanding any other provision hereof, no Seller shall be liable to any Purchaser Indemnified Persons for Losses indemnifiable pursuant to Section 7.2(a) to the extent arising from or related to the fraudulent conduct of another Seller, and instead liability for the entire amount of such Losses shall rest with such Seller who engaged in such fraudulent conduct, and such indemnification obligation shall not be limited to such Seller’s Pro Rata Portion. (i) Notwithstanding anything to the contrary contained in this Agreement, other than the Purchaser Indemnified Persons shall not be entitled to indemnification under this Article VII for Losses with respect to (i) any Taxes that are attributable to a taxable period (or portion thereof) beginning after the Closing Date and that arise from a breach of representations and warranties set forth in Section 5.8 (Tax RepresentationMatters) (other than Sections 5.8(c), which shall be capped at $9,100,000; (d) or (n)), or (ii) the Intellectual Property Representationamount, which shall be capped at $17,625,000value or condition of, or any limitations on, any Tax asset or attribute (iiie.g., net operating loss or Tax credit) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement; (iv) claims under Sections 8.03(ii)-(vi)Company or any of its Subsidiaries, which shall be capped at including the total amount ability of the Merger Consideration paid Purchaser or any of its Affiliates (including the Company and its Subsidiaries after the Closing) to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against utilize such Tax asset or attribute following the person who committed such Fraud. Other than in the case of FraudClosing, in no event shall any Shareholder be liable for Damages each case, in excess of a taxable period (or portion thereof) beginning after the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable DamagesClosing Date. (bj) The Indemnified Persons shall recover any amounts payable pursuant to the indemnification provisions of indemnities provided under this Agreement (A) first from the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate Article VII are intended only for the Indemnified Persons and are in no way intended to, nor shall they, constitute an agreement for such Damagesthe benefit of, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement). (c) Notwithstanding any provision contained herein to the contrarybe enforceable by, the representations and warranties contained in this Agreement shall not be affected by any investigation, verification or examination by any party or by anyone on behalf of such party. (d) Damages for which indemnification is provided pursuant to Section 8.03 of this Agreement shall be net of any amounts that may be recovered by the Indemnified Person under any insurance policy with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost of the Indemnified Person which may arise from the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Damage. (e) Upon making any payment to an Indemnified Person for any indemnification claim under Section 8.03 of this Agreement, the Indemnifying Person shall be subrogated, to the extent of such payment, to any rights which the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claimPerson. (f) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after any Indemnified Person becomes aware of any event or circumstance that could reasonably be expected to constitute or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breach.

Indemnity Limitations. Except to the extent arising as a direct result of fraud, willful misconduct or willful concealment by any Warrantor (aas the case may be), notwithstanding the foregoing provisions, (i) The right any Indemnified Party shall be entitled to seek indemnification with respect to any Loss after the aggregate amounts of Losses as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any of the Indemnified Parties to be indemnified representations, warranties, covenants or agreements made by any Warrantor in or pursuant to this ARTICLE VIII Agreement or any Losses indemnifiable pursuant to Sections 9.1, 9.2, and 9.3 are greater than or equal to US$1,000,000; (ii) the aggregate indemnification liability of the Warrantors under this Agreement with respect to the Investor (including all of its relevant Indemnified Parties) shall be capped at the Escrow Amount with respect to any breach of any representation or warranty sum of the Company set forth in this Agreement, other than with respect to Subscription Price and the aggregate amount of the Additional Closing Subscription Price of each then outstanding Special Bond (i) the Tax Representation, which shall be capped at $9,100,000if any); (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which Founder Parties shall be capped at bear and assume the total amount of relevant indemnification liability only when all the Merger Consideration paid Group Companies fail to Shareholders pursuant to this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at satisfy the total amount of the Merger Consideration paid to Shareholders relevant indemnification liability pursuant to this Agreement in full within thirty (30) days after the claim is duly filed; and (viv) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraud, in no event shall any Shareholder be liable for Damages in excess aggregate indemnification liability of the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable Damages. (b) The Indemnified Persons shall recover any amounts payable pursuant to the indemnification provisions of Founder Parties under this Agreement (A) first from the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement). (c) Notwithstanding any provision contained herein to the contrary, the representations and warranties contained in this Agreement shall not be affected by any investigation, verification or examination by any party or by anyone on behalf of such party. (d) Damages for which indemnification is provided pursuant to Section 8.03 of this Agreement shall be net of any amounts that may be recovered by the Indemnified Person under any insurance policy with respect to such Damages and the Investor (including all of its relevant Indemnified Parties) shall be adjusted limited to take account the net present amount equal to the then fair market value of any Tax benefit and any Tax cost all the Ordinary Shares held by the Founder Parties in the Company as of the Indemnified Person which may arise from the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Damage. (e) Upon making any payment to an Indemnified Person for any indemnification claim under Section 8.03 date of this Agreement, the Indemnifying Person which such fair market value shall be subrogated, to determined by the extent of such payment, to any rights which the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claimBoard in good faith. (f) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after any Indemnified Person becomes aware of any event or circumstance that could reasonably be expected to constitute or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breach.

Indemnity Limitations. (a) The right Neither Shareholder nor Buyer will have liability under this Article XIII until the total of the Indemnified Parties to be indemnified pursuant to this ARTICLE VIII shall be capped at the Escrow Amount all such liability with respect to such matters exceeds Three Hundred Thousand Dollars ($300,000), provided, however, that if the total of such liability exceeds $300,000, the obligated party or parties shall be liable for the total amount of all such liability, and further provided that this limitation shall not apply: (1) to any liability imposed on an indemnifying party arising from such indemnifying party's fraud or intentional and knowing breach of any a representation, warranty or covenant herein made by such indemnifying party herein with the intent to deceive the party to which the representation or warranty was made; or (2) to the Shareholder's obligations under Section 13.1(e) to pay to Buyer all amounts, if any, of the Excluded Liabilities described and referenced in the following subparagraphs of Section 3.3 hereof: (c) [certain obligations to Comerica], (d) [Seven Retention Bonus Agreements], (e) [pending proceedings], (h) [income taxes], (i) [borrowed monies/inter-company debt], (k) [certain expenses related to negotiation and preparation of this Agreement], and (l) [Excess Products Warranty Claims]; or (3) to the Buyer's obligations under Section 3.2 and Section 13.2(c) to pay the Assumed Liabilities. If an indemnity claim arises under Section 13.1(a)(i) from a breach of a representation or warranty of the Company Shareholder and Seller set forth in this AgreementArticles IV or V or under Section 13.2(a)(i) from a breach of a representation or warranty of Buyer set forth in Article VI, other than with respect to (i) the Tax Representationeffect of the words "material" and "materially" and all "material adverse effect", which "in all material respects", "in any material respects", and "material adverse change" clauses included in Articles IV, V and VI shall be capped at $9,100,000; (ii) disregarded for purposes of determining the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount applicability of the Merger Consideration paid to Shareholders pursuant to limitation of this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraud, in no event shall any Shareholder be liable for Damages in excess of the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable DamagesSection 13.4. (b) The Indemnified Persons Neither Shareholder nor Buyer will have liability under this Article XIII in the aggregate amount in excess of Eleven Million Dollars ($11,000,000), provided, however, that this limitation shall recover not apply to any amounts payable pursuant liability imposed on an indemnifying party arising from such indemnifying party's fraud or intentional and knowing breach of a representation or warranty herein made by such indemnifying party herein with the intent to deceive the indemnification provisions of this Agreement (A) first from party to which the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder representation or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement)warranty was made. (c) Notwithstanding No party hereto shall be deemed to have breached any provision contained herein representation, warranty, or covenant if (i) such party shall have notified the other party hereto in writing, on or prior to the contraryClosing Date, of the representations breach of, or inaccuracy in, or of any facts or circumstances constituting or resulting in the breach of, or inaccuracy in, such representation, warranty or covenant and warranties contained (ii) such other party has permitted the Closing to occur, in this Agreement which case such other party shall not be affected by any investigationdeemed to have waived such breach or inaccuracy. In no event shall the Shareholder be liable under Section 13.1(a) or 13.1(b) for Damages if Buyer had actual knowledge on or prior to the Closing Date of the misrepresentation, verification breach of warranty or examination by any party nonperformance or by anyone on behalf breach of covenant giving rise to such partyDamages. (d) Under no circumstances shall Damages for which indemnification is provided pursuant include any losses, claims, liabilities, damages, obligations, costs or expenses to Section 8.03 the extent they affect or relate to any business or operation of this Agreement shall be net of any amounts that may be recovered Buyer, including, without limitation, the financial condition, prospects or operations thereof, other than the continuation (by the Indemnified Person under any insurance policy with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost Buyer) of the Indemnified Person which may arise Business from and after the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified DamageClosing. (e) Upon making Notwithstanding any payment to an Indemnified Person other provision hereof, the Shareholder shall have no liability in respect of any claim for any indemnification claim under Section 8.03 of this Agreement, the Indemnifying Person shall be subrogated, 13.1: (i) if and to the extent that such claim arises or is increased as a result of such payment, to any rights which change in legislation enacted after the Indemnified Person may have against any other parties with respect Effective Time that takes effect retrospectively; (ii) if and to the subject matter underlying extent that such indemnification claim.claim occurs or is increased as a result of any increase in the rate of taxation in force at the date hereof; (f) Damages to Under no circumstances shall any party hereto be paid pursuant to this Article VIII shall not include liable for any special, consequential, indirect or punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after for any Indemnified Person becomes aware misrepresentation or breach of any event provision of, or circumstance that could reasonably be expected to constitute any other matter arising pursuant to, this Agreement or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breachTransaction Document.

Indemnity Limitations. (a) The right of the Indemnified Parties to be indemnified pursuant to this ARTICLE VIII shall be capped at the Escrow Amount with respect to any breach of any representation or warranty of the Company set forth in this Agreement, other than with respect to (i) the Tax Representation, which shall be capped at $9,100,000; (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraud, in no event shall any Shareholder be liable for Damages in excess of the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable Damages. (b) The Indemnified Persons shall recover any amounts payable pursuant to the indemnification provisions of this Agreement (A) first from the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement). (c) Notwithstanding any provision contained anything herein to the contrary, the representations Seller Parties’ liability for all Capped Claims (as hereinafter defined) shall not exceed an amount equal to Three Million and warranties contained 00/100 Dollars ($3,000,000.00) in this Agreement the aggregate (the “Indemnity Cap”). In addition, notwithstanding anything herein to the contrary, no Purchaser Parties Indemnitee shall make any Capped Claim and shall not be affected by entitled to any investigation, verification damages or examination by any party or by anyone on behalf of such party. (d) Damages for which indemnification is provided pursuant to Section 8.03 of this Agreement shall be net of any amounts that may be recovered by remedies against the Indemnified Person under any insurance policy Seller Parties unless and until the aggregate Losses with respect to such Damages all Capped Claims, as determined by a final, unappealable decision of a competent court that are the basis for any Capped Claims exceed an amount equal to One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Indemnity Threshold”), in the aggregate. In the event the Purchaser Parties Indemnitees’ Losses with respect to any Capped Claims are determined to exceed the Indemnity Threshold, the Purchaser Parties Indemnitees shall be adjusted entitled to take account make a claim with respect thereto for the net present value full amount of any Tax benefit and any Tax cost its Losses (but subject to the Indemnity Cap). The Purchaser Parties Indemnitees’ remedies pursuant to this Section 14 shall be the sole remedy of the Indemnified Person which may arise from the incurrence of or payment for Purchaser Parties Indemnitees with respect to Capped Claims. The term “Capped Claim” shall mean any such Damages. In computing the amount of claim by any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Damage. (e) Upon making any payment to an Indemnified Person for any indemnification claim under Section 8.03 of this Agreement, the Indemnifying Person shall be subrogatedPurchaser Parties Indemnitee, to the extent of such paymentpermitted hereunder, to for any rights which breach by the Indemnified Person may have against any other parties Seller Parties with respect to the subject matter underlying such indemnification claimrepresentations and warranties set forth in Sections 9(a)(viii) — Section 9(a)(xxxi), inclusive. (f) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after any Indemnified Person becomes aware of any event or circumstance that could reasonably be expected to constitute or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breach.

Indemnity Limitations. (a) The right of Notwithstanding anything to the Indemnified Parties to be indemnified pursuant to this ARTICLE VIII shall be capped at the Escrow Amount with respect to any breach of any representation or warranty of the Company set forth contrary contained in this Agreement, other than with respect to : (i) Parent Indemnified Persons shall not be entitled to indemnification pursuant to Section 8.2(a) unless and until the Tax Representationaggregate of all Losses arising from indemnity claims made by Parent Indemnified Persons hereunder exceeds Six Hundred and Seventy Five Thousand Dollars ($675,000) (the “Basket Amount”), which and if the aggregate amount of such indemnifiable Losses reaches the Basket Amount, Parent Indemnified Persons shall be capped at $9,100,000; (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid entitled to Shareholders pursuant to this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against the person who committed seek indemnity recourse for such Fraud. Other than in the case of Fraud, in no event shall any Shareholder be liable for Damages indemnifiable Losses in excess of the amount Basket Amount; provided that, the foregoing indemnification limitations shall not apply to indemnity claims made by Parent Indemnified Persons pursuant to Section 8.2(a) with respect to or arising from Company Fundamental Representations. For the avoidance of doubt, the foregoing indemnification limitations shall not apply to indemnity claims made by Parent Indemnified Persons pursuant to Sections 8.2(b)-(j), or (B) any Parent Indemnified Persons’ rights in respect of the R&W Policy (provided that this clause (B) does not, and is not intended, to increase (or adversely affect) the indemnification obligations of the Company Securityholders hereunder for any reason). (ii) Parent, on behalf of itself and the other Parent Indemnified Persons, agrees that the Indemnification Escrow Fund, the R&W Policy, and its Offset Rights shall be the sole source of recourse for Parent Indemnified Persons hereunder; provided that, the foregoing indemnification limitation shall not apply to (A) indemnity claims made by Parent Indemnified Persons pursuant to Section 8.2(a) with respect to or arising from Company Fundamental Representations, or (B) indemnity claims made by Parent Indemnified Persons pursuant to Sections 8.2(b)-(j). (iii) The aggregate Liability of the Company Securityholders hereunder shall, in no event, exceed the Merger Consideration actually received by such Shareholder the Company Securityholders (the “Cap”) and Parent, on behalf of itself and the other Parent Indemnified Persons, agrees not to seek, and shall not be entitled to recover, any Losses or other payments pursuant to this Agreement, or claims made by Parent Indemnified Persons in excess of such Shareholderthe Cap, subject to the other terms, conditions and limitations set forth herein. (iv) Any Losses finally determined to be owed to a Parent Indemnified Person hereunder shall be satisfied in the following order: (i) first, from the Indemnification Escrow Fund, but only up to the R&W Policy Retention Amount; (ii) second, from the R&W Policy, up to the R&W Policy Coverage Limit (provided that, to the extent that any Loss constitutes a Policy Excluded Loss, a Parent Indemnified Person shall not be obligated to pursue recourse from the R&W Policy under this clause (ii)); (iii) third, from the amount then remaining in the Indemnification Escrow Fund; (iv) fourth, from exercise of Parent’s Offset Rights; and (v) fifth, (A) with respect to indemnity claims made by Parent Indemnified Persons pursuant to Section 8.2(a) with respect to or arising from Company Fundamental Representations or (B) indemnity claims made by Parent Indemnified Persons pursuant to Sections 8.2(b)-(j), from the Company Securityholders on a several (and not joint and several) basis (based on their relative Indemnification Pro Rata Indemnification Percentage Portion), subject to the terms, conditions and limitations contained herein. (v) Parent Indemnified Persons shall not be entitled to indemnification with respect to Losses relating to: (A) any Taxes attributable to a taxable period or portion thereof beginning after the Closing Date, (B) the amount, value or condition of, or any limitations on, any Tax asset or attribute of the Company (e.g., net operating loss or Tax credit), including the ability of any indemnifiable DamagesParent Indemnified Person to utilize such Tax asset or attribute, or (C) any Taxes arising from or in connection with actions taken by a Parent Indemnified Person (including the Company after the Closing) at any time after the Closing (including on the Closing Date). (b) The Notwithstanding anything to the contrary contained in this Agreement, Company Securityholder Indemnified Persons shall recover any amounts payable not be entitled to indemnification pursuant to Section 8.4(a) unless and until the indemnification provisions aggregate of this Agreement (A) first all Losses arising from indemnity claims made by Company Securityholder Indemnified Persons hereunder exceeds the Escrow Fund Basket Amount, and then (B) if the Escrow Fund has been exhaustedaggregate amount of such indemnifiable Losses reaches the Basket Amount, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Company Securityholder Indemnified Persons shall be entitled to seek indemnity recourse for such Damagesindemnifiable Losses in excess of the Basket Amount; provided that, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject foregoing indemnification limitations shall not apply to the limitations set forth in this Agreement)indemnity claims made by Company Securityholder Indemnified Persons pursuant to Section 8.3(a) with respect to Parent Fundamental Representations. (c) Notwithstanding The amount of any provision contained herein to the contrary, the representations and warranties contained in this Agreement shall not be affected by any investigation, verification or examination by any party or by anyone on behalf of such party. (d) Damages Loss for which indemnification is provided pursuant to Section 8.03 of under this Agreement Article VIII shall be net of any amounts that may be actually recovered by the Indemnified Person under from any third party (including insurance policy with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost proceeds) as a result of the Indemnified Person which may arise from the incurrence of facts or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Damage. (e) Upon making any payment to an Indemnified Person for any indemnification claim under Section 8.03 of this Agreement, the Indemnifying Person shall be subrogated, circumstances giving rise to the extent of such payment, to any rights which the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claimLosses. (f) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after any Indemnified Person becomes aware of any event or circumstance that could reasonably be expected to constitute or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breach.

Indemnity Limitations. Notwithstanding the foregoing, absent of fraud, intentional misconduct, intentional misrepresentation, or gross negligence on the part of any Seller Party, each Seller Party’s indemnity liabilities are subject to the limitations below: (a1) The right the maximum aggregate liability of each of the Seller Parties to the Investor for any indemnification under this Agreement shall not exceed the aggregate amount equal to one hundred percent (100%) of the Purchase Price actually paid by the Investor. (2) the Founders and the BVI Company may elect to satisfy the entirety of their obligations under this Agreement by transferring the Ordinary Shares of the Company in whole or in part held by them to the Indemnified Parties at no cost. If the Founder Parties elect to be indemnified pursuant to satisfy their entire obligations under this ARTICLE VIII shall be capped at Agreement by transferring the Escrow Amount with respect to any breach of any representation or warranty Ordinary Shares of the Company set forth in this Agreement, other than with respect to (i) the Tax Representation, which shall be capped Indemnified Parties at $9,100,000; (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraudno cost, in no event shall any Shareholder be liable for Damages in excess the assets of the amount Founders (other than the Ordinary Shares of Merger Consideration actually received the Company directly or indirectly held by such Shareholder pursuant the Founder) shall be used to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of indemnify any indemnifiable DamagesIndemnifiable Damage. (b3) The any Seller Party is not liable in respect of any Indemnified Persons shall recover any amounts payable pursuant to Party’s claim(s) unless and until the indemnification provisions aggregate amount of this Agreement (A) first from all the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement). (c) Notwithstanding any provision contained herein to the contrary, the representations and warranties contained in this Agreement shall not be affected by any investigation, verification or examination by any party or by anyone on behalf of such party. (d) Damages Indemnifiable Damage for which indemnification is sought by any Indemnified Party exceeds, on a cumulative basis, US$100,000 (or its equivalent in foreign currency) (the “Indemnity Basket”); provided pursuant to Section 8.03 that if the aggregate amount of this Agreement all the Losses exceeds US$100,000, the Indemnified Party shall be net entitled to indemnification for the full amount of such Losses, without regard to the Indemnity Basket. (4) to the extent that the matter giving rise to an Indemnified Party’ claim(s) made by an Indemnified Party has been remedied by any amounts that may Seller Party within certain terms required by such Indemnified Party and to the fully satisfaction of such Indemnified Party, then the Seller Parties shall not be recovered by the obligated to indemnify such Indemnified Person under any insurance policy Party with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost of the Indemnified Person which may arise from the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified DamageParty’ claim(s). (e) Upon making any payment to an Indemnified Person for any indemnification claim under Section 8.03 of this Agreement, the Indemnifying Person shall be subrogated, to the extent of such payment, to any rights which the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claim. (f) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after any Indemnified Person becomes aware of any event or circumstance that could reasonably be expected to constitute or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breach.

Indemnity Limitations. Except to the extent arising as a direct result of fraud, willful misconduct or willful concealment by any Warrantor (aas the case may be), notwithstanding the foregoing provisions, (i) The right any Indemnified Party shall be entitled to seek indemnification with respect to any Loss after the aggregate amounts of Losses as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any of the Indemnified Parties to be indemnified representations, warranties, covenants or agreements made by any Warrantor in or pursuant to this ARTICLE VIII Agreement or any Losses indemnifiable pursuant to Sections 9.1, 9.2, and 9.3 are greater than or equal to US$1,000,000; (ii) the aggregate indemnification liability of the Warrantors under this Agreement with respect to the Investor (including all of its relevant Indemnified Parties) shall be capped at the Escrow Amount with respect to any breach of any representation or warranty sum of the Company set forth in this Agreement, other than with respect to Subscription Price and the aggregate amount of the Additional Closing Subscription Price of each then outstanding Special Bond (i) the Tax Representation, which shall be capped at $9,100,000if any); (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which Founder Parties shall be capped at bear and assume the total amount of relevant indemnification liability only when all the Merger Consideration paid Group Companies fail to Shareholders satisfy the relevant indemnification liability pursuant to this AgreementAgreement in full within thirty (30) days after the claim is duly filed; (iv) claims under Sections 8.03(ii)-(vi), which the Founder Parties shall be capped at exempted and acquitted from any indemnity liabilities provided in this Section 9 as long as the total amount relevant indemnity matter is carried out jointly by Co-CEOs, one of which is appointed by the Investor, or solely by the Founder duly following the instructions or resolutions of the Merger Consideration paid to Board and/or Shareholders pursuant to this Agreement of the Company; and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraud, in no event shall any Shareholder be liable for Damages in excess aggregate indemnification liability of the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable Damages. (b) The Indemnified Persons shall recover any amounts payable pursuant to the indemnification provisions of Founder Parties under this Agreement (A) first from the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement). (c) Notwithstanding any provision contained herein to the contrary, the representations and warranties contained in this Agreement shall not be affected by any investigation, verification or examination by any party or by anyone on behalf of such party. (d) Damages for which indemnification is provided pursuant to Section 8.03 of this Agreement shall be net of any amounts that may be recovered by the Indemnified Person under any insurance policy with respect to such Damages and the Investor (including all of its relevant Indemnified Parties) shall be adjusted limited to take account the net present amount equal to the then fair market value of any Tax benefit and any Tax cost all the Ordinary Shares held by the Founder Parties in the Company as of the Indemnified Person which may arise from the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Damage. (e) Upon making any payment to an Indemnified Person for any indemnification claim under Section 8.03 date of this Agreement, the Indemnifying Person which such fair market value shall be subrogated, to determined by the extent of such payment, to any rights which the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claimBoard in good faith. (f) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after any Indemnified Person becomes aware of any event or circumstance that could reasonably be expected to constitute or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breach.

Indemnity Limitations. (a) The right of Notwithstanding anything to the Indemnified Parties to be indemnified pursuant to this ARTICLE VIII shall be capped at the Escrow Amount with respect to any breach of any representation or warranty of the Company set forth in this Agreement, other than with respect to (i) the Tax Representation, which shall be capped at $9,100,000; (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement contrary and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than except in the case of Fraud, the following terms will apply to any Claim made pursuant to this Article X: (a) The Losses that an Indemnitee is entitled to indemnification for with respect to any Claim made under this Article X will be reduced by any insurance proceeds actually received by such Indemnitee or its Affiliates from any third party with respect thereto (“Third Party Recoveries”), net of the costs and expenses incurred by the Indemnitee to collect any such Third Party Recovery (including reasonable attorneys’ fees and expenses and any deductibles or self-insured retentions, any increases in premium, or any retroactive premium adjustments related to obtaining such insurance proceeds) (collectively, the “Recovery Costs”), it being agreed and understood that an Indemnitee shall use commercially reasonable efforts to seek recovery of a Third Party Recovery prior to or concurrent with the making of any claim for indemnification hereunder if there is a reasonably available Third Party Recovery for such indemnification claim; provided, that if the applicable survival period for such indemnification claim is set to expire within ninety (90) days of such indemnification claim, then Indemnitee may submit a claim for indemnification hereunder prior to seeking recovery of any applicable Third Party Recovery. Notwithstanding the foregoing of this Section 10.04, in no event shall Buyer or any Shareholder other Buyer Indemnitee or Seller or any Seller Indemnitees be liable for Damages in excess of the amount of Merger Consideration actually received by such Shareholder pursuant obligated or required to this Agreement(i) initiate any Proceeding; (ii) assume or incur any material Liability, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable Damages. (biii) The Indemnified Persons shall recover any amounts payable pursuant to the indemnification provisions of this Agreement (A) first from the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement). (c) Notwithstanding any provision contained herein to the contrary, the representations and warranties contained in this Agreement shall not be affected by any investigation, verification or examination by any party or by anyone on behalf of such party. (d) Damages for which indemnification is provided pursuant to Section 8.03 of this Agreement shall be net of any amounts that may be recovered by the Indemnified Person under any insurance policy with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost of the Indemnified Person which may arise from the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Damage. (e) Upon making any payment to an Indemnified Person for any indemnification claim under Section 8.03 of this Agreement, the Indemnifying Person shall be subrogated, to the extent of such payment, to any rights which the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claim. (f) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after any Indemnified Person becomes aware of any event or circumstance action that could would reasonably be expected to constitute materially disrupt or give rise otherwise materially affect such Buyer’s or any other Buyer Indemnitee’s, or Seller’s or any Seller Indemnitee’s, as applicable, business or operations in connection therewith. If subsequent to receiving any right to indemnification pursuant to payment as provided in this Article VIIIX in respect of any indemnifiable Loss hereunder, the Indemnitee receives any insurance proceeds or other proceeds from any other Person in respect of such Indemnified Person indemnifiable Loss, which when combined with such indemnification payment exceed the aggregate amount of such indemnifiable Loss, then the Indemnitee shall take all commercially reasonable steps to mitigate all Damages that may result from such breach.promptly reimburse the Indemnifying Party for

Indemnity Limitations. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The right of No Parent Indemnitee, on the Indemnified Parties one hand, or Member Indemnitee, on the other hand, will be entitled to be indemnified indemnification hereunder with respect to a claim for indemnification pursuant to this ARTICLE VIII shall Sections 7.2(a) or 7.3(a), as applicable (or, if more than one such indemnifiable claim is asserted, with respect to all such indemnifiable claims) unless the aggregate amount of Losses with respect to such indemnifiable claim or claims of all Parent Indemnitees or Member Indemnitees, as the case may be, exceeds $250,000 (the “Threshold”), in which event such Parent Indemnitee or Member Indemnitee, as the case may be, will be capped at the Escrow Amount entitled to indemnification hereunder for all Losses with respect to all of its indemnifiable claims under Sections 7.2(a) or 7.3(a), as applicable; provided, however, that no Parent Indemnitee or Member Indemnitee will be entitled to indemnification hereunder with respect to a claim for indemnification pursuant to Sections 7.2(a) or 7.3(a), as applicable, with respect to any breach individual claim for Losses (and any such individual claim shall not be counted for purposes of any representation or warranty of determining whether the Company set forth in this Agreement, other than with respect to (iThreshold has been reached) unless the Tax Representation, which shall be capped at $9,100,000; (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid to Shareholders Losses that would be payable pursuant to this Agreement; any such individual claim exceeds $10,000 (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraud, it being understood that in no event shall any Shareholder individual claim be aggregated with other individual claims (unless such claims are related and have substantially related underlying facts) for purposes of determining whether such $10,000 threshold has been met; provided further, however, that any Losses with respect to an indemnifiable claim arising from any breach or inaccuracy of any Fundamental Representation or any party’s fraud, criminal misconduct or intentional wrongdoing will not be subject to or applied toward the Threshold, and the Parent Indemnitee or Member Indemnitee, as the case may be, shall be entitled to indemnification for the entire amount of said Losses without regard to the Threshold. (b) The aggregate amount of all Losses for which (i) Members shall be liable to Parent Indemnitees pursuant to Section 7.2 shall not exceed $2,550,000 (the “Cap”); and (iii) Parent shall be liable to Member Indemnitees pursuant to Section 7.3 shall not exceed the Cap; provided, however, that any Losses with respect to an indemnifiable claim arising from any breach or inaccuracy of any Fundamental Representation or any party’s fraud, criminal misconduct or intentional wrongdoing will not be subject to or applied toward the Cap, and the Parent Indemnitee or Member Indemnitee, as the case may be, shall be entitled to indemnification for the entire amount of said Losses without regard to the Cap. (c) Notwithstanding anything herein to the contrary, no Member shall be liable for Damages any indemnification obligations under this Article VII, individually or in the aggregate, in excess of the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable Damages. (b) The Indemnified Persons shall recover any amounts payable pursuant to the indemnification provisions of this Agreement (A) first from the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement). (c) Notwithstanding any provision contained herein to the contrary, the representations and warranties contained in this Agreement shall not be affected by any investigation, verification or examination by any party or by anyone on behalf of such partyMember. (d) Damages In determining the Threshold and in otherwise determining the amount of any Losses for which indemnification any Indemnified Party is provided pursuant entitled to Section 8.03 of this Agreement shall be net of any amounts that may be recovered by the Indemnified Person under any insurance policy with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost of the Indemnified Person which may arise from the incurrence of or payment assert a claim for any such Damages. In computing indemnification, the amount of any such Losses shall take into account any Third Party Insurance proceeds or other third party recoveries actually received by such Indemnified Party in respect of such Losses (net of direct collection expenses) and the amount of any Tax cost savings to the Indemnified Party (or the Company, as the case may be) resulting from or attributable to such Losses which Tax benefitsavings arise in the year in which the Losses are incurred or sustained for Tax purposes. The Indemnified Party shall use commercially reasonable efforts to seek full recovery under all Third Party Insurance policies covering any such Losses to the same extent as they would if such Losses were not subject to indemnification hereunder; provided, however, that no Parent Indemnitee shall be under any obligation, under this sentence or otherwise, to file or pursue any Third Party Insurance claim with respect to any Losses other than under the Third Party Insurance policies set forth on Section 3.17 of the Disclosure Schedule. If an indemnification payment is received by an Indemnified Party, and the Indemnified Party later receives insurance proceeds, Tax Savings or other third party recovery in respect of the related Losses, the Indemnified Person Party shall be deemed immediately pay to recognize all the Indemnifying Party a sum equal to the lesser of (i) the actual amount of insurance proceeds, Tax savings or other items third party recovery received and (ii) the actual amount of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or indemnification payment of any indemnified Damagepreviously paid by the Indemnifying Party with respect to such Losses. (e) Upon making any payment to an Indemnified Person Following the Closing, the indemnification provided by Sections 7.2 and 7.3 shall be the sole and exclusive remedy for any indemnification claim under Section 8.03 Losses, whether or not arising out of this Agreementa Third Party Claim, of the Indemnifying Person shall be subrogatedParent Indemnitees or the Member Indemnitees, to as the extent of such paymentcase may be, to any rights which the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claim. (fany misrepresentation or inaccuracy in, or breach of, any representations or warranties or, except as set forth in Section 5.2(e) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after hereof, any Indemnified Person becomes aware breach or failure in performance of any event covenants or circumstance that could reasonably be expected to constitute or give rise to any right to indemnification pursuant to agreements contained in this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breachAgreement.

Indemnity Limitations. (a) The right of Notwithstanding anything to the Indemnified Parties to be indemnified pursuant to this ARTICLE VIII shall be capped at the Escrow Amount with respect to any breach of any representation or warranty of the Company set forth contrary in this Agreement, the maximum liability of the Company towards SFML under this Agreement: i. shall not exceed the Subscription Amount, where such liability arises out of claims towards, or Losses incurred as a result of breach of Warranties under Paragraphs (1) to (5) of Part A of Schedule IV:; and ii. shall not exceed 30% (thirty percent) of the Aggregate Investment Amount where such liability arises out of claims towards Losses incurred as a result of, (A) breach of any Warranty other than with respect the warranties referred to in sub-clause (i) above; and/or (B) any Specific Indemnity matter. The Parties agree that any fraud, gross negligence, or willful misconduct by the Tax Representation, which shall be capped at $9,100,000; (ii) Company in relation to the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement; (iv) claims transaction contemplated under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall not be uncapped against the person who committed such Fraud. Other than in the case of Fraud, in no event shall subject to any Shareholder be liable for Damages in excess of the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable Damageslimitations. (b) The Indemnified Persons Party shall recover not be entitled to make any amounts payable pursuant claim for Losses under this Agreement unless the Indemnification Notice or the Third Party Claim Notice, as the case may be, has been made within the respective time-periods provided below, and not thereafter: i. in relation to breach of Warranties in Paragraphs (1) to (5) of Part A of Schedule IV, without any limitation of time from the Closing Date; ii. in relation to the indemnification provisions breach of this Agreement Warranties in Paragraph 14 (ATax) first of Part A of Schedule IV, within a period of 5 (Five) years from the Escrow Fund and then Closing Date; and iii. in relation to the breach of any other Warranties other than the Warranties referred to in sub- clause (Bi) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (Cii) if the Escrow Fund has been exhausted and the right above, within a period of set-off is insufficient to compensate the Indemnified Persons for such Damages, then 2 (Two) years from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement)Closing Date. (c) Notwithstanding any provision contained herein to the contrary, the representations and warranties contained in this Agreement The Company shall not be affected liable in respect of an indemnity claim unless: i. the Loss, suffered or incurred by any investigation, verification or examination by any party or by anyone on behalf of such party. (d) Damages for which indemnification is provided pursuant to Section 8.03 of SFML under this Agreement shall be net and by Creador I under the Creador I SSA or arising out of, or in relation to (or a series of any amounts that may be recovered by the Indemnified Person under any insurance policy with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost of the Indemnified Person which may arise from the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Damage. (e) Upon making any payment to an Indemnified Person for any indemnification claim under Section 8.03 of this Agreement, the Indemnifying Person shall be subrogated, Loss relating to the extent of such paymentsame or substantially similar facts, to any rights which matters or circumstances) the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claim. Indemnity Claim is at least INR 35,00,000 (fIndian Rupees Thirty Five Lakhs) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after any Indemnified Person becomes aware of any event or circumstance that could reasonably be expected to constitute or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breach.“De-Minimis Loss”); and

Indemnity Limitations. (a) The right of the Indemnified Parties to No claim for indemnification may be indemnified pursuant to this ARTICLE VIII shall be capped at the Escrow Amount made with respect to any breach of covenant (including any representation or warranty indemnification obligation under this ARTICLE XII) required to be performed after the Closing unless written notice, specifying the nature of the Company set forth claim, has been given to the Indemnifying Person prior to the expiration of the period of performance contemplated by its terms (or, if no such period is contemplated, the expiration of the statute of limitations applicable to such covenant). For the purpose of clarity, the Parties acknowledge and agree that the covenants contained in this AgreementAgreement to be performed after the Closing by the Representative, other than and the indemnification obligations of the Equityholders under Section 12.1 with respect thereto, will survive the Closing only for the period of the performance of such covenant or, if no such period is contemplated, the expiration of the statute of limitations applicable to such covenant. The right to indemnification with respect to (iany claim for which notice has been properly and timely given in accordance with this Section 12.3(a) shall expire upon the Tax Representation, which shall be capped at $9,100,000; (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraud, in no event shall any Shareholder be liable for Damages in excess of the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess final resolution of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable Damagesclaim. (b) The Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of the Equityholders for Losses pursuant to claims made by Parent Indemnified Persons under Section 12.1(a) shall recover not exceed the Indemnity Escrow Funds then available and Parent, on behalf of itself and the other Parent Indemnified Persons, agrees not to seek, and shall not be entitled to recover, any Losses or other payments pursuant to claims made by Parent Indemnified Persons pursuant to Section 12.1(a) in excess of the Indemnity Escrow Funds then available, including any amounts directly from any Equityholder or by way of set off against any amount payable to the Equityholders, including the Contingent Payment Amounts. Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of the Equityholders for Losses pursuant to claims made by Parent Indemnified Persons under Section 12.1(b) shall be capped in the indemnification provisions of this Agreement (A) first from the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off manner described in Section 8.07 10.1(d), and (C) if the Escrow Fund has been exhausted Parent, on behalf of itself and the right of set-off is insufficient other Parent Indemnified Persons, agrees not to compensate the seek, and shall not be entitled to recover, any Losses or other payments pursuant to claims made by Parent Indemnified Persons for pursuant to Section 12.1(b) in excess of such Damagesamount, then including any amounts directly from the applicable Indemnifying Shareholder any Equityholder or Indemnifying Shareholders (in all cases subject by way of set off against any amount payable to the limitations set forth in this Agreement)Equityholders, including the Contingent Payment Amounts. (c) Notwithstanding any provision contained herein anything to the contrary, the representations and warranties contrary contained in this Agreement Agreement, the aggregate liability of Parent for Losses pursuant to claims made by Equityholder Indemnified Persons under Section 12.2, shall not exceed the Cap and the Equityholders, on behalf of themselves and the other Equityholder Indemnified Persons, agree not to seek, and shall not be affected entitled to recover, any Losses or other payments pursuant to claims made by any investigation, verification or examination by any party or by anyone on behalf Equityholder Indemnified Persons pursuant to Section 12.2 in excess of such partythe Cap. (d) Damages The amount of any Loss that may be recovered from an Equityholder or from Parent, the Surviving Corporation or Merger Sub for which indemnification is provided pursuant to Section 8.03 of under this Agreement ARTICLE XII shall be (i) net of any amounts that may be actually recovered by the Indemnified Person under Party from any third party (including insurance policy with respect proceeds) as a result of the facts or circumstances giving rise to the Losses, net of costs and expenses incurred in recovering such amounts and increases in premiums to the extent specifically attributable to such Damages recovery and shall be adjusted to take account the (ii) net present value of any actual Tax benefit benefits arising from a deduction of such Loss that is realized in cash by the “consolidated group” (within the meaning of Treasury Regulations Section 1.1502-1(h)) that includes the Surviving Corporation for the taxable period that starts on the day after the Closing Date and any Tax cost ends at the end of the Indemnified Person which may arise from taxable year or the incurrence of or payment for any such Damages. In computing the amount of any next taxable year thereafter (on a “with and without basis,” meaning that such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item benefits arising from the incurrence or payment deduction of such Losses is the last deduction, and is deducted after taking into account the deduction of any indemnified DamageCarryover Tax Benefit). Each Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (e) Upon making Each Indemnified Party shall use its commercially reasonable efforts to mitigate any payment Losses for which it is entitled to an Indemnified Person for any indemnification claim under Section 8.03 of this Agreement, the Indemnifying Person shall be subrogated, to the extent of such payment, to any rights which the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claimARTICLE XII. (f) Damages In connection with an Indemnified Party’s rights under this ARTICLE XII, an Indemnified Party may not seek or recover any punitive or exemplary or similar damages as to be paid pursuant any matter under, relating to or arising out of this Article VIII shall not include punitive damages Agreement or the other Contemplated Transactions, except to the extent to which a Third Party Claim indemnified under this ARTICLE XII includes such damages are actually paid to a third partydamages. (g) Promptly after any Indemnified Person becomes aware None of any event or circumstance that could reasonably be expected the limitations in this ARTICLE XII shall apply to constitute or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breachactual and intentional fraud.

Indemnity Limitations. Notwithstanding the foregoing, absent of fraud, intentional misconduct, intentional misrepresentation or gross negligence on the part of any Seller Party, each Seller Party’s indemnity liabilities are subject to the limitations below: (a1) The right the maximum aggregate liability of each of the Seller Parties to each Investor for any indemnification under this Agreement shall not exceed the aggregate amount equal to one hundred percent (100%) of the respective Purchase Price actually paid by such Investor, and the maximum aggregate liability of each of the Seller Parties to the Additional Investor for any indemnification under this Agreement shall not exceed the aggregate amount equal to one hundred percent (100%) of the Additional Installment actually paid by the Additional Investor. (2) the Founders and the BVI Company may elect to satisfy the entirety of their obligations under this Agreement by transferring the Ordinary Shares of the Company in whole or in part held by them to the Indemnified Parties at no cost. If the Founder Parties elect to be indemnified pursuant to satisfy their entire obligations under this ARTICLE VIII shall be capped at Agreement by transferring the Escrow Amount with respect to any breach of any representation or warranty Ordinary Shares of the Company set forth in this Agreement, other than with respect to (i) the Tax Representation, which shall be capped Indemnified Parties at $9,100,000; (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraudno cost, in no event shall any Shareholder be liable for Damages in excess the assets of the amount Founders (other than the Ordinary Shares of Merger Consideration actually received the Company directly or indirectly held by such Shareholder pursuant the Founder) shall be used to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of indemnify any indemnifiable DamagesIndemnifiable Damage. (b3) The any Seller Party is not liable in respect of any Indemnified Persons shall recover any amounts payable pursuant to Party’s claim(s) unless and until the indemnification provisions aggregate amount of this Agreement (A) first from all the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement). (c) Notwithstanding any provision contained herein to the contrary, the representations and warranties contained in this Agreement shall not be affected by any investigation, verification or examination by any party or by anyone on behalf of such party. (d) Damages Indemnifiable Damage for which indemnification is sought by any Indemnified Party exceeds, on a cumulative basis, US$100,000 (or its equivalent in foreign currency) (the “Indemnity Basket”); provided pursuant to Section 8.03 that if the aggregate amount of this Agreement all the Losses exceeds US$100,000, the Indemnified Party shall be net entitled to indemnification for the full amount of such Losses, without regard to the Indemnity Basket. (4) to the extent that the matter giving rise to an Indemnified Party’ claim(s) made by an Indemnified Party has been remedied by any amounts that may Seller Party within certain terms required by such Indemnified Party and to the fully satisfaction of such Indemnified Party, then the Seller Parties shall not be recovered by the obligated to indemnify such Indemnified Person under any insurance policy Party with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost of the Indemnified Person which may arise from the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified DamageParty’ claim(s). (e) Upon making any payment to an Indemnified Person for any indemnification claim under Section 8.03 of this Agreement, the Indemnifying Person shall be subrogated, to the extent of such payment, to any rights which the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claim. (f) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after any Indemnified Person becomes aware of any event or circumstance that could reasonably be expected to constitute or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breach.

Indemnity Limitations. (a) The right Neither Seller nor Buyer will have liability under this Article XIII until the total of all such liability arising under (1) this Article XIII and (2) under Article XIII of the Indemnified Parties to be indemnified pursuant to this ARTICLE VIII Asset Purchase Agreement exceeds Three Hundred Thousand Dollars ($300,000), provided, however, that if the total of such liability exceeds $300,000, the obligated party or parties shall be capped at liable for the Escrow Amount with respect to total amount of all such liability, and further provided that this limitation shall not apply to: (1) any liability imposed on an indemnifying party arising from such indemnifying party's fraud or intentional and knowing breach of any a representation, warranty or covenant herein with the intent to deceive the party to which the representation or warranty was made; or (2) the Seller's obligations under the following subparagraphs of Section 13.1 hereof: (e)[Excess Products Warranty Claims - BATCO], (f) [pending proceedings], (h) [income taxes], (i) [borrowed monies/inter-company debt], and (j) [certain expenses related to negotiation and preparation of this Agreement]. If an indemnity claim arises under Section 13.1(a)(i) from a breach of a representation or warranty of Seller (or the Company Company) set forth in this AgreementArticles IV or V or under Section 13.2(a)(i) from a breach of a representation or warranty of Buyer set forth in Article VI, other than with respect to (i) the Tax Representationeffect of the words "material" and "materially" and all "material adverse effect", which "in all material respects", "in any material respects", and "material adverse change" clauses included in Articles IV, V and VI shall be capped at $9,100,000; (ii) disregarded for purposes of determining the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount applicability of the Merger Consideration paid to Shareholders pursuant to limitation of this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraud, in no event shall any Shareholder be liable for Damages in excess of the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable DamagesSection 13.4. (b) The Indemnified Persons Neither Seller nor Buyer will have total liability under this Article XIII and under Article XIII of the Asset Purchase Agreement in an aggregate amount in excess of Eleven Million Dollars ($11,000,000), provided, however, that this limitation shall recover not apply to any amounts payable pursuant liability imposed on an indemnifying party arising from such indemnifying party's fraud or intentional and knowing breach of a representation or warranty herein made by such indemnifying party herein with the intent to deceive the indemnification provisions of this Agreement (A) first from party to which the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder representation or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement)warranty was made. (c) Notwithstanding No party hereto shall be deemed to have breached any provision contained herein representation, warranty, or covenant if (i) such party shall have notified the other party hereto in writing, on or prior to the contraryClosing Date, of the representations breach of, or inaccuracy in, or of any facts or circumstances constituting or resulting in the breach of, or inaccuracy in, such representation, warranty or covenant and warranties contained (ii) such other party has permitted the Closing to occur, in which case such other party shall be deemed to have waived such breach or inaccuracy. In no event shall the Seller be liable under this Agreement shall not be affected by any investigationSection 13.1 for Damages if Buyer had actual knowledge on or prior to the Closing Date of the misrepresentation, verification breach of warranty or examination by any party nonperformance or by anyone on behalf breach of covenant giving rise to such partyDamages. (d) Under no circumstances shall Damages for which indemnification is provided pursuant include any losses, claims, liabilities, damages, obligations, costs or expenses to Section 8.03 of this Agreement shall be net of the extent they affect or relate to any amounts that may be recovered by business other than the Indemnified Person under any insurance policy with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost continuation of the Indemnified Person which may arise BATCO Business from and after the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified DamageClosing. (e) Upon making Notwithstanding any payment to an Indemnified Person for any indemnification claim under Section 8.03 of this Agreementother provision hereof, the Indemnifying Person Seller shall be subrogated, have no liability in respect of any claim for indemnification under this Section 13.1: (i) if and to the extent that such claim arises or is increased as a result of such payment, to any rights which change in legislation enacted after the Indemnified Person may have against any other parties with respect Effective Time that takes effect retrospectively; or (ii) if and to the subject matter underlying extent that such indemnification claim.claim occurs or is increased as a result of any increase in the rate of taxation in force at the date hereof; (f) Damages to Under no circumstances shall any party hereto be paid pursuant to this Article VIII shall not include liable for any special, consequential, indirect or punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after for any Indemnified Person becomes aware misrepresentation or breach of any event provision of, or circumstance that could reasonably be expected to constitute any other matter arising pursuant to, this Agreement or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breachTransaction Document.

Indemnity Limitations. Notwithstanding anything to the contrary herein, (ai) The right of the Indemnified Parties to be indemnified pursuant to this ARTICLE VIII shall be capped at the Escrow Amount with respect to any breach no claim for indemnification for violation of any representation or warranty may be asserted after the second anniversary of the Company set forth Closing Date; (ii) no party shall have any claim against the other unless and until all damages incurred by such party are in excess of $200,000, in which case such claim shall be for the full amount of such damages; and (iii) the maximum liability of each Indemnifying Party shall be $1,900,000. None of the limitations of this Agreement, other than Section 5.3(d) shall apply with respect to (i) any action based upon intentional or fraudulent actions or misrepresentations of any party; or (ii) any action or claim for indemnity in excess of $500 described in Section 5.3(a)(iii) of this Agreement. Notwithstanding anything to the Tax Representationcontrary contained herein, the amount of any liability of the Indemnifying Party (the "Liabilities") for which indemnification is due pursuant to this Section 5.3 shall be capped at $9,100,000reduced by the amount of any (i) reduction in federal or state income taxes realized by the Indemnified Party attributable to such Liabilities; (ii) net insurance proceeds received by the Intellectual Property Representation, which shall be capped at $17,625,000, Indemnified Party in connection therewith (by virtue of subrogation or otherwise); and (iii) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraud, in no event shall any Shareholder be liable for Damages in excess of the amount of Merger Consideration actually payments received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable Damages. (b) The Indemnified Persons shall recover any amounts payable pursuant to the indemnification provisions of this Agreement (A) first from the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement). (c) Notwithstanding any provision contained herein to the contrary, the representations and warranties contained in this Agreement shall not be affected by any investigation, verification or examination by any party or by anyone on behalf of such party. (d) Damages for which indemnification is provided pursuant to Section 8.03 of this Agreement shall be net of any amounts that may be recovered by the Indemnified Person under Party from third parties by virtue of indemnitee or subrogation payments; provided that if any insurance policy with respect such amounts are received by the Indemnified Party after the Indemnified Party has been fully indemnified for such Liabilities, then such party shall promptly account for and pay such amounts to the Indemnifying Party, up to the amount theretofore paid to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost of the Indemnified Person which may arise from the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Damage. (e) Upon making any payment to an Indemnified Person for any indemnification claim under Section 8.03 of this Agreement, party by the Indemnifying Person shall be subrogated, to the extent Party as indemnification in respect of such payment, to any rights which the Indemnified Person may have against any other parties with respect to the subject matter underlying such indemnification claimLiabilities. (f) Damages to be paid pursuant to this Article VIII shall not include punitive damages except to the extent such damages are actually paid to a third party. (g) Promptly after any Indemnified Person becomes aware of any event or circumstance that could reasonably be expected to constitute or give rise to any right to indemnification pursuant to this Article VIII, such Indemnified Person shall take all commercially reasonable steps to mitigate all Damages that may result from such breach.