Common use of Liability Limitations Clause in Contracts

Liability Limitations. The following limitations on liabilities shall apply: (a) the Warrantors shall have no obligation to indemnify Investors for any individual claim by the Investors arising out of the Transaction Documents, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount of such Investor”); (i) the Warrantors shall have no obligation to indemnify the Investors unless the aggregate amount of all such Individual Claims made by the Investors under the Transaction Documents exceed 2% of the Investment Amount of such Investor (the “Claim Loss Threshold”) (in which event the liability of the Warrantors shall be limited to the amount by which such aggregate amount exceeds that figure); (ii) the aggregate liability of the Warrantors as indemnifier to the Investors arising from any Warrantor’s breach of Transaction Documents shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividends, repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the Company; (iii) an Investor who obtains any remedy under this Agreement shall not seek or obtain any other remedy under this Agreement or any other Transaction Documents for the same subject matter, regardless of whether such remedy covers the Losses of such Investor. Notwithstanding any other provision to the contrary in this Agreement, no limitations on the Warrantors’ liability shall apply in the case of fraud or intentional misrepresentation by the Warrantors. (i) The Fundamental Warranties shall survive the Closing perpetually; and (ii) the other representations and warranties made by any Warrantor other than the Fundamental Warranties shall survive the Closing until the second anniversary of the Closing Date. No claim for breach of any representation or warranty or covenant may be brought by the Investors unless a claim has been raised in writing before the end of the survival period, and its formal proceedings have commenced within six (6) months after the end of the survival period set forth in this Section 8.2(b).

Liability Limitations. The following limitations on liabilities shall apply: (a) the Warrantors shall have no obligation to indemnify Investors the Investor for any individual claim by the Investors Investor arising out of the Transaction Documents, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount of such Investor”); (i) the Warrantors shall have no obligation to indemnify the Investors Investor unless the aggregate amount of all such Individual Claims made by the Investors Investor under the Transaction Documents exceed 2% of the Investment Amount of such Investor (the “Claim Loss Threshold”) (in which event the liability of the Warrantors shall be limited to the amount by which such aggregate amount exceeds that figure); (ii) the aggregate liability of the Warrantors as indemnifier to the Investors Investor arising from any Warrantor’s breach of Transaction Documents shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividends, repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the Company; (iii) an Investor who obtains any remedy under this Agreement shall not seek or obtain any other remedy under this Agreement or any other Transaction Documents for the same subject matter, regardless of whether such remedy covers the Losses of such Investor. Notwithstanding any other provision to the contrary in this Agreement, no limitations on the Warrantors’ liability shall apply in the case of fraud or intentional misrepresentation by the Warrantors. (i) The Fundamental Warranties shall survive the Closing perpetually; and (ii) the other representations and warranties made by any Warrantor other than the Fundamental Warranties shall survive the Closing until the second anniversary of the Closing Date. No claim for breach of any representation or warranty or covenant may be brought by the Investors Investor unless a claim has been raised in writing before the end of the survival period, and its formal proceedings have commenced within six (6) months after the end of the survival period set forth in this Section 8.2(b).

Liability Limitations. The following limitations on liabilities shall apply: (a) the Warrantors shall have no obligation to indemnify Investors for any individual claim by the Investors arising out of the Transaction Documents, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount of such InvestorRMB 5,000,000 (“Individual Claim Loss Threshold”); (i) the Warrantors shall have no obligation to indemnify the Investors unless the aggregate amount of all such Individual Claims made by the Investors under the Transaction Documents exceed 2% of the Investment Amount of such Investor RMB 20,000,000 (the “Claim Loss Threshold”) (in which event ). If the liability of aggregate Losses exceed the Claim Loss Threshold, the Warrantors shall be limited to liable for the entire amount by which such aggregate amount exceeds that figure)exceeding the Individual Claim Loss Threshold; (ii) the aggregate liability of the Warrantors as indemnifier to the Investors arising from any Warrantor’s breach of Transaction Documents shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividends, repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the Company; (iii) an Investor who obtains any remedy under this Agreement shall not seek or obtain any other remedy under this Agreement or any other Transaction Documents for the same subject matter, regardless of whether such remedy covers the Losses of such Investor. Notwithstanding any other provision to the contrary in this Agreement, no limitations on the Warrantors’ liability shall apply in the case of fraud or intentional misrepresentation by the Warrantors. (i) The Fundamental Warranties shall survive the each Closing perpetually; and (ii) the other representations and warranties made by any Warrantor other than the Fundamental Warranties shall survive the Final Closing until the second anniversary of the Closing Date. No claim for breach date of any representation or warranty or covenant may be brought by the Investors unless a claim has been raised in writing before the end of the survival period, and its formal proceedings have commenced within six (6) months after the end of the survival period set forth in this Section 8.2(b)Final Closing.

Liability Limitations. The following limitations on liabilities shall apply: (a) the Warrantors shall have no obligation to indemnify Investors the Investor for any individual claim by the Investors Investor arising out of the Transaction Documents, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount of such Investor”); (i) the Warrantors shall have no obligation to indemnify the Investors unless the aggregate amount of all such Individual Claims made by the Investors under the Transaction Documents exceed 2% of the Investment Amount of such Investor (the “Claim Loss Threshold”) (in which event the liability of the Warrantors shall be limited to the amount by which such aggregate amount exceeds that figure); (ii) the aggregate liability of the Warrantors as indemnifier to the Investors arising from any Warrantor’s breach of Transaction Documents shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividends, repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the Company; (iii) an Investor who obtains any remedy under this Agreement shall not seek or obtain any other remedy under this Agreement or any other Transaction Documents for the same subject matter, regardless of whether such remedy covers the Losses of such Investor. Notwithstanding any other provision to the contrary in this Agreement, no limitations on the Warrantors’ liability shall apply in the case of fraud or intentional misrepresentation by the Warrantors. (i) The Fundamental Warranties shall survive the Closing perpetually; and (ii) the other representations and warranties made by any Warrantor other than the Fundamental Warranties shall survive the Closing until the second anniversary of the Closing Date. No claim for breach of any representation or warranty or covenant may be brought by the Investors unless a claim has been raised in writing before the end of the survival period, and its formal proceedings have commenced within six (6) months after the end of the survival period set forth in this Section 8.2(b).

Liability Limitations. The following limitations on liabilities shall apply: (a) After the Warrantors shall have no obligation to indemnify Investors Closing, the indemnity under Section 5.01 will be each Investor Indemnified Party’s exclusive and sole remedy for any individual claim misrepresentation or breach of any representation, warranty, covenant or other agreements of the Company in this Agreement, except in the case of any Losses of any Investor Indemnified Party that were caused by any fraud committed by the Investors Company. (b) The Company’s aggregate Liability in respect of claims for indemnification under Section 5.01 by any Investor and its Investor Indemnified Parties in respect of any claim arising out under, or in respect of, a breach of any provision of, this Agreement (including any warranty), shall not exceed fifteen percent (15%) of the Transaction Documents, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount of Subscription Price paid by such Investor”);. (ic) the Warrantors The Company shall have no obligation not be liable to indemnify the Investors any Investor and its Investor Indemnified Parties for indemnification under Section 5.01 for any Losses unless and until the aggregate amount of all Losses, counting only such Individual Claims made Losses that each exceeds the Per Claim Threshold, suffered by the Investors such Investor and its Investor Indemnified Parties under the Transaction Documents exceed 2% of the Investment Amount this Agreement exceeds zero point five percent (0.5%) of such Investor Investor’s Subscription Price (the “Claim Loss Indemnification Threshold”) ); and once such Indemnification Threshold has been exceeded, such Investor Indemnified Parties shall have the right to recover all Losses hereunder and not the excess only (subject to the other limitations under this Section 5.02). With respect to any Investor and its Investor Indemnified Parties, the amount of Losses arising from any particular inaccuracy in which event the liability or breach of any warranty of the Warrantors Company for indemnification under Section 5.01 must exceed zero point zero five percent (0.05%) of such Investor’s Subscription Price before such Losses are eligible for indemnification hereunder and counted towards the Indemnification Threshold (the “Per Claim Threshold”), and any Losses below the Per Claim Threshold shall not be counted towards the Indemnification Threshold. (d) In no event shall the Company be liable in connection with this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby, for any Losses that are punitive, incidental, consequential, special or indirect, except to the extent such Losses are reasonably foreseeable or are awarded to or recovered by a third party related to a claim in respect of which indemnity may be sought under Section 5.01 (provided that such Losses have actually been paid or is payable by any Group Company or such Investor Indemnified Party). (e) Any Losses subject to indemnification hereunder shall be limited determined without regard to materiality or Material Adverse Effect qualification contained in any representation or warranty, and without duplication of recovery by reason of the state of facts giving rise to such Losses, including if such state of facts constitutes a breach of more than one warranty, covenant or other provision of this Agreement. (f) The Company shall have no Liability under Section 5.01 in respect of any Losses of any Investor for any misrepresentation or breach of any warranty of the Company in Section 3.01 (other than in respect of claims by any Investor or Investor Indemnified Party (x) for misrepresentation or breach of any Fundamental Warranties, which claims shall survive indefinitely, or (y) with respect to Tax, which shall survive until sixty (60) days following the expiry of the applicable statute of limitations) unless such Investor has validly served on the Company a written notice setting forth the specific claim and the basis therefor in reasonable detail on or before the end of the eighteenth (18th) month following the Closing and, upon serving such notice, such claim shall survive until finally resolved. Such notice shall set forth, to the extent known to the Investor and its Investor Indemnified Parties, in reasonable details of the claim, including all relevant facts, such Investor’s then best reasonable estimate of the amount of its and its Investor Indemnified Parties’ Losses eligible for indemnification hereunder, and the bases for such estimate, provided that failure to do so shall not affect the Company’s indemnification obligations except to the extent that the Company is actually prejudiced by such failure. The covenants and agreements of each party contained in this Agreement shall survive the Closing Date. (g) The Company shall not have any Liability in respect of any Loss to the extent: (i) of any amount which is included as a liability in, or is otherwise specifically reflected on, set forth in, or specifically allowed for or provided for in, the Accounts in respect of the subject matter of such aggregate Loss; or (ii) of any amount exceeds recovered under any other claim in respect of the same matter, fact or circumstance. (h) The Company shall not have any Liability in respect of any Loss to the extent that figure)such Loss is attributable to, or arises as a result of, or is increased by: (i) any voluntary act, omission or transaction carried out by or at the written request of or with the written consent of any Investor; (ii) anything expressly provided to be done or omitted to be done pursuant to this Agreement or the aggregate liability of the Warrantors as indemnifier to the Investors arising from any Warrantor’s breach of other Transaction Documents shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividends, repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the CompanyDocuments; (iii) any change in Applicable Law or in administrative practice of any Governmental Authority or any Order delivered or occurring after the date of this Agreement; or (iv) any change after the Closing in the Taxation or accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets of the Group from those used in preparing the Accounts, in each case, to the extent required due to a change in Applicable Law occurring after the Closing Date, or any increase in the rates of Taxation or any imposition of Taxation not in effect at the Closing Date or any withdrawal after the Closing Date of any practice or generally applicable extra-statutory concession previously published by any Tax Authority (whether or not purporting to be retrospective in whole or in part). (i) The amount of any Loss that are subject to indemnification under this ‎Article V shall be reduced by (i) the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually received by an Investor who obtains any remedy under this Agreement shall not seek or obtain any other remedy under this Agreement Indemnified Party in respect of such Loss or any other Transaction Documents for of the same subject matterevents, regardless of whether conditions, facts or circumstances resulting in or relating to such remedy covers the Losses Loss (“Third-Party Payments”), and (ii) an amount equal to any Tax benefit realized as a result of such InvestorLoss by the Investor or any of the Group Companies. If an Investor Indemnified Party receives any Third-Party Payment with respect to any Loss for which it has previously been indemnified (directly or indirectly) by the Company, the Investor Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving such Third-Party Payment) pay to the Company, as applicable, an amount equal to such Third-Party Payment (after deducting the costs incurred for realizing such Third-Party Payment) or, if it is a lesser amount, the amount of such previously indemnified Loss. (j) Notwithstanding any other provision provisions contained herein to the contrary contrary, no limitation of Liability contained in this Agreement, no limitations on the Warrantors’ liability Section 5.02 shall apply in the case of any Losses arising out of or relating to any fraud or intentional misrepresentation by on the Warrantors. (i) The Fundamental Warranties shall survive the Closing perpetually; and (ii) the other representations and warranties made by any Warrantor other than the Fundamental Warranties shall survive the Closing until the second anniversary part of the Closing Date. No claim for breach of any representation or warranty or covenant may be brought by the Investors unless a claim has been raised in writing before the end of the survival period, and its formal proceedings have commenced within six (6) months after the end of the survival period set forth in this Section 8.2(b)Company.

Liability Limitations. The following limitations on liabilities shall apply: (a) Notwithstanding anything herein provided to the Warrantors contrary, but subject to the last sentence of this subsection, Lessor shall have no obligation liability to indemnify Investors Lessee or any other Lessee Indemnitee pursuant to Section 17.1 or for any individual claim breach by the Investors arising out Lessor of the Transaction Documentsthis Lease, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount of such Investor”); (i) the Warrantors shall have no obligation to indemnify the Investors unless and until the aggregate amount of all such Individual Claims made Covered Liabilities covered by Section 17.1 or attributable to all breaches by Lessor of this Lease exceeds $250,000. After the Investors under the Transaction Documents exceed 2% of the Investment Amount of such Investor (the “Claim Loss Threshold”) (in which event the liability of the Warrantors aforesaid $250,000 limit is reached, Lessor shall be limited liable in accordance with the other terms of this Lease for those Covered Liabilities in excess of $250,000, subject to the amount further provisions of this Section 17.4; provided, however, for purposes of determining the scope of indemnification under this Section 17.4(a) any qualification as to materiality or Material Adverse Effect shall be disregarded (it being understood that such qualifications as to materiality or Material Adverse Effect shall apply for purposes of determining whether there is a breach in the first place). The foregoing limitations shall not apply to (i) the failure by which such aggregate amount exceeds that figure); Lessor to pay any Imposition or (ii) any amounts payable under or pursuant to Article 9, Article 15, clause (a) of Section 17.2, Section 17.6, or Section 21.4. (b) Notwithstanding anything herein provided to the contrary, but subject to the last sentence of this subsection, Lessee shall have no liability to Lessor or any other Lessor Indemnitee pursuant to Section 17.2 or for any breach by Lessee of this Lease, unless and until the aggregate liability amount of all Covered Liabilities covered by Section 17.2 or attributable to all breaches by Lessee of this Lease exceeds $250,000. After the aforesaid $250,000 limit is reached, Lessee shall be liable in accordance with the other terms of this Lease for those Covered Liabilities in excess of $250,000; provided, however, for purposes of determining the scope of indemnification under this Section 17.4(b) any qualification as to materiality or Material Adverse Effect shall be disregarded (it being understood that such qualifications as to materiality or Material Adverse Effect shall apply for purposes of determining whether there is a breach in the first place). The foregoing limitations shall not apply to (i) the failure by Lessee to pay any Rent, the Option Closing Payment or any Imposition or (ii) any amounts payable under or pursuant to Article 9, Article 15, clause (a) of Section 17.2, Section 17.6, or Section 21.4. (c) Lessor, Lessee, and each other Indemnitee shall cooperate with the Indemnitor with respect to resolving any Indemnified Claim with respect to which either Lessor or Lessee is obligated to indemnify an Indemnitee under this Article 17, including making commercially reasonable efforts to mitigate or resolve any such Indemnified Claim and providing the others with reasonable access to such Indemnitee's records (other than those subject to attorney-client or attorney work product privilege) and personnel having relevant information with respect to the Indemnified Claim. Without limiting the foregoing, to the extent it may legally do so each party agrees to assign or cause the assignment to the Indemnitor with respect to an Indemnified Claim any and all of the Warrantors rights and remedies that the Indemnitee may have with respect to such Indemnified Claim against any Person (other than Lessor, Lessee, or any Affiliate of Lessor or Lessee or any insurance carrier or bonding or surety company of the Indemnitee) pursuant to any claims, rights and agreements of or for indemnification, guarantee, contribution, reimbursement or similar assurances which are the subject of such Indemnified Claim. (d) Each party agrees to maintain all records and information made available to it pursuant to Section 17.4(c) confidential and to cause its directors, officers, employees, agents, representatives, consultants and advisors to maintain all records and information made available to them pursuant to this Section confidential, except (i) as indemnifier required by Law, administrative process or any standards or rules of any stock exchange to which such party or any of its Affiliates is subject, (ii) for information which is available to the Investors arising from any Warrantor’s public on the date hereof, or thereafter becomes available to the public other than as a result of a breach of Transaction Documents shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividendsthis Section 17.4(d), repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the Company; and (iii) an Investor who obtains any remedy under this Agreement shall not seek or obtain any other remedy under this Agreement or any other Transaction Documents for to the extent that such party must disclose the same subject matter, regardless of whether such remedy covers the Losses of such Investor. Notwithstanding in any other provision to the contrary in this Agreement, no limitations on the Warrantors’ liability shall apply in the case of fraud court or intentional misrepresentation by the Warrantors. (i) The Fundamental Warranties shall survive the Closing perpetually; and (ii) the other representations and warranties made by any Warrantor other than the Fundamental Warranties shall survive the Closing until the second anniversary of the Closing Date. No claim for breach of any representation or warranty or covenant may be arbitration proceedings brought by the Investors unless a claim has been raised in writing before the end of the survival period, and it to enforce its formal proceedings have commenced within six (6) months after the end of the survival period set forth in this Section 8.2(b)rights hereunder.

Liability Limitations. The following limitations on liabilities (i) Notwithstanding anything to the contrary set forth herein, the Buyer Indemnified Parties shall apply: not assert a claim against either Seller for indemnification under Section 9.12(a) or (ab) the Warrantors shall have no obligation to indemnify Investors for any individual claim by the Investors arising out of the Transaction Documents, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount of such Investor”); (i) the Warrantors shall have no obligation amount exceeds $50,000 with respect to indemnify the Investors unless any individual Loss and (ii) with respect to total Buyer Losses in excess of such amount, the aggregate amount of all such Individual Claims made by the Investors under the Transaction Documents exceed 2% of the Investment Amount of such Investor Buyer Losses exceeds, in aggregate, $500,000 (the “Claim Loss ThresholdBuyer Basket”) (in which event and then the liability of the Warrantors recoverable Losses shall be limited to those that exceed the amount by which such aggregate amount exceeds that figure);Buyer Basket. (ii) the The aggregate liability of the Warrantors as indemnifier Samson to the Investors arising from any Warrantor’s breach Buyer Indemnified Parties in connection with breaches of Transaction Documents representations, warranties, covenants and agreements of Samson contained in this Agreement shall not in no event exceed 25% of the aggregate portion of the Joint Purchase Price paid by to Samson plus 25% of the relevant Investor less Samson Purchase Price. The aggregate liability of FPEC to any Buyer Indemnified Parties in connection with breaches of representations, warranties, covenants and agreements of FPEC contained in this Agreement shall in no event exceed 25% of the cash income (including cash dividendsportion of the Joint Purchase Price paid to FPEC. The Buyer Indemnified Parties shall not be entitled to seek indemnity exceeding such amounts under this Agreement or otherwise, repurchase payments, equity transfer consideration, to extent applicable) already received by and the Buyer Indemnified Parties shall have no recourse against Sellers after such Investor by virtue of their shareholding in the Company;threshold is met. (iii) an Investor who obtains any remedy under this Agreement shall not seek or obtain any other remedy under this Agreement or any other Transaction Documents for the same subject matter, regardless of whether such remedy covers the Losses of such Investor. Notwithstanding any other provision to the contrary in this Agreement, no limitations on the Warrantors’ liability shall apply in the case of fraud or intentional misrepresentation by the Warrantors. (i) The Fundamental Warranties shall survive the Closing perpetually; From and (ii) the other representations and warranties made by any Warrantor other than the Fundamental Warranties shall survive the Closing until the second anniversary of the Closing Date. No claim for breach of any representation or warranty or covenant may be brought by the Investors unless a claim has been raised in writing before the end of the survival period, and its formal proceedings have commenced within six (6) months after the end of Closing, the survival period remedies set forth in this Section 8.2(b)9.12 shall provide the sole and exclusive remedies arising out of, in connection with, relating to or arising under this Agreement and any other document, agreement, certificate or other instrument delivered pursuant hereto or in connection with the transactions contemplated hereby, whether based on contract, tort, strict liability, other laws or otherwise, including any breach or alleged breach of any representation, warranty, covenant or agreement made herein or any other document contemplated herein or delivered pursuant hereto. The Parties acknowledge and agree that from and after the Closing the remedies available in this Section 9.12 supersede (and each Party waives and releases) any other remedies available at law or in equity including rights of rescission, rights of contribution and Losses arising under applicable statutes. (iv) The indemnities set forth in this Section 9.12 shall be enforceable against the Parties in accordance with the express terms and scope thereof notwithstanding any express negligence rule or any similar directive that would prohibit or otherwise limit indemnities because of the simple or gross negligence (whether sole, concurrent, active or passive) or other fault or strict liability of any indemnitee.

Liability Limitations. The following limitations on liabilities shall apply: (a) After the Warrantors shall have no obligation to indemnify Investors Closing, the indemnity under Section 5.01 will be each Investor Indemnified Party’s exclusive and sole remedy for any individual claim misrepresentation or breach of any representation, warranty, covenant or other agreements of the Company in this Agreement, except in the case of any Losses of any Investor Indemnified Party that were caused by any fraud committed by the Investors arising out Company; provided, that solely with respect to any breach of the Transaction Documents, unless covenants or other agreements to be performed by the aggregate Losses related to such individual claim Company in Section 4.04(a) and Section 4.04(b) (the “Individual ClaimSpecified Covenants”) exceed 0.5% ), the indemnity under Section 5.01 in respect of the Investment Amount Specified Covenants shall apply from and after the date hereof (and the words “from and after the Closing” contained in the first sentence of Section 5.01 shall be disregarded for the indemnity under Section 5.01 in respect of the Specified Covenants) and such indemnity shall, from and after the date hereof, be each Investor Indemnified Party’s exclusive and sole remedy in respect of such Investor”);breaches. (ib) The Company’s aggregate Liability in respect of claims for indemnification under Section 5.01(a) by any Investor and its Investor Indemnified Parties in respect of any claim arising under, or in respect of, a breach of any provision of, this Agreement (including any warranty), shall not exceed fifteen percent (15%) of the Warrantors Subscription Price paid by such Investor. (c) The Company shall have no obligation not be liable to indemnify the Investors any Investor and its Investor Indemnified Parties for indemnification under Section 5.01(a) for any Losses unless and until the aggregate amount of all Losses, counting only such Individual Claims made Losses that each exceeds the Per Claim Threshold, suffered by the Investors such Investor and its Investor Indemnified Parties under the Transaction Documents exceed 2% of the Investment Amount this Agreement exceeds zero point five percent (0.5%) of such Investor Investor’s Subscription Price (the “Claim Loss Indemnification Threshold”) ); and once such Indemnification Threshold has been exceeded, such Investor Indemnified Parties shall have the right to recover all Losses hereunder and not the excess only (subject to the other limitations under this Section 5.02). With respect to any Investor and its Investor Indemnified Parties, the amount of Losses arising from any particular inaccuracy in which event the liability or breach of any warranty of the Warrantors Company for indemnification under Section 5.01(a) must exceed zero point zero five percent (0.05%) of such Investor’s Subscription Price before such Losses are eligible for indemnification hereunder and counted towards the Indemnification Threshold (the “Per Claim Threshold”), and any Losses below the Per Claim Threshold shall not be counted towards the Indemnification Threshold. (d) In no event shall the Company or GDSH be liable in connection with this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby, for any Losses that are punitive, incidental, consequential, special or indirect, except to the extent such Losses are reasonably foreseeable or are awarded to or recovered by a third party related to a claim in respect of which indemnity may be sought under Section 5.01 (provided that such Losses have actually been paid or is payable by any Group Company or such Investor Indemnified Party). (e) Any Losses subject to indemnification hereunder shall be limited determined without regard to materiality or Material Adverse Effect qualification contained in any representation or warranty, and without duplication of recovery by reason of the state of facts giving rise to such Losses, including if such state of facts constitutes a breach of more than one warranty, covenant or other provision of this Agreement. (f) The Company shall have no Liability under Section 5.01 in respect of any Losses of any Investor for any misrepresentation or breach of any warranty of the Company in Section 3.01 (other than in respect of claims by any Investor or Investor Indemnified Party (x) for misrepresentation or breach of any Fundamental Warranties, which claims shall survive indefinitely, or (y) with respect to Tax, which shall survive until sixty (60) days following the expiry of the applicable statute of limitations) unless such Investor has validly served on the Company a written notice setting forth the specific claim and the basis therefor in reasonable detail on or before the end of the eighteenth (18th) month following the Closing and, upon serving such notice, such claim shall survive until finally resolved. Such notice shall set forth, to the extent known to the Investor and its Investor Indemnified Parties, in reasonable details of the claim, including all relevant facts, such Investor’s then best reasonable estimate of the amount of its and its Investor Indemnified Parties’ Losses eligible for indemnification hereunder, and the bases for such estimate, provided that failure to do so shall not affect the Company’s indemnification obligations except to the extent that the Company is actually prejudiced by such failure. The covenants and agreements of each party contained in this Agreement shall survive the Closing Date. (g) Neither the Company nor GDSH shall have any Liability in respect of any Loss to the extent: (i) of any amount which is included as a liability in, or is otherwise specifically reflected on, set forth in, or specifically allowed for or provided for in, the Accounts in respect of the subject matter of such aggregate Loss; or (ii) of any amount exceeds recovered under any other claim in respect of the same matter, fact or circumstance. (h) Neither the Company nor GDSH shall have any Liability in respect of any Loss to the extent that figure)such Loss is attributable to, or arises as a result of, or is increased by: (i) any voluntary act, omission or transaction carried out by or at the written request of or with the written consent of any Investor; (ii) anything expressly provided to be done or omitted to be done pursuant to this Agreement or the aggregate liability of the Warrantors as indemnifier to the Investors arising from any Warrantor’s breach of other Transaction Documents shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividends, repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the CompanyDocuments; (iii) any change in Applicable Law or in administrative practice of any Governmental Authority or any Order delivered or occurring after the date of this Agreement; or (iv) any change after the Closing in the Taxation or accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets of the Group from those used in preparing the Accounts, in each case, to the extent required due to a change in Applicable Law occurring after the Closing Date, or any increase in the rates of Taxation or any imposition of Taxation not in effect at the Closing Date or any withdrawal after the Closing Date of any practice or generally applicable extra-statutory concession previously published by any Tax Authority (whether or not purporting to be retrospective in whole or in part). (i) The amount of any Loss that are subject to indemnification under this ‎Article V shall be reduced by (i) the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually received by an Investor who obtains any remedy under this Agreement shall not seek or obtain any other remedy under this Agreement Indemnified Party in respect of such Loss or any other Transaction Documents for of the same subject matterevents, regardless of whether conditions, facts or circumstances resulting in or relating to such remedy covers the Losses Loss (“Third-Party Payments”), and (ii) an amount equal to any Tax benefit realized as a result of such InvestorLoss by the Investor or any of the Group Companies. If an Investor Indemnified Party receives any Third-Party Payment with respect to any Loss for which it has previously been indemnified (directly or indirectly) by the Company or GDSH, the Investor Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving such Third-Party Payment) pay to the Company or GDSH, as applicable, an amount equal to such Third-Party Payment (after deducting the costs incurred for realizing such Third-Party Payment) or, if it is a lesser amount, the amount of such previously indemnified Loss. (j) Notwithstanding any other provision provisions contained herein to the contrary contrary, no limitation of Liability contained in this Agreement, no limitations on the Warrantors’ liability Section 5.02 shall apply in the case of any Losses arising out of or relating to any fraud or intentional misrepresentation by on the Warrantors. (i) The Fundamental Warranties shall survive the Closing perpetually; and (ii) the other representations and warranties made by any Warrantor other than the Fundamental Warranties shall survive the Closing until the second anniversary part of the Closing Date. No claim for breach of any representation or warranty or covenant may be brought by the Investors unless a claim has been raised in writing before the end of the survival period, and its formal proceedings have commenced within six (6) months after the end of the survival period set forth in this Section 8.2(b)Company.

Liability Limitations. The following limitations on liabilities shall apply: (a) the Warrantors i. No party shall have no obligation any liability under this Agreement, or be subject to indemnify Investors any claim for any individual claim by the Investors arising out of the Transaction Documentsindemnification under this Article 7, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount notice of such Investor”); claim is given on or before the latter of (i) the Warrantors shall have no obligation to indemnify the Investors unless the aggregate amount of all such Individual Claims made by the Investors under the Transaction Documents exceed 2% of the Investment Amount of such Investor (the “Claim Loss Threshold”) (in which event the liability of the Warrantors shall be limited to the amount by which such aggregate amount exceeds that figure); (ii) the aggregate liability of the Warrantors as indemnifier to the Investors arising from any Warrantor’s breach of Transaction Documents shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividends, repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the Company; (iii) an Investor who obtains any remedy under this Agreement shall not seek or obtain any other remedy under this Agreement or any other Transaction Documents for the same subject matter, regardless of whether such remedy covers the Losses of such Investor. Notwithstanding any other provision to the contrary in this Agreement, no limitations on the Warrantors’ liability shall apply in the case of fraud or intentional misrepresentation by the Warrantors. (i) The Fundamental Warranties shall survive the Closing perpetually; and (ii) the other representations and warranties made by any Warrantor other than the Fundamental Warranties shall survive the Closing until the second fourth anniversary of the Closing Date, or (ii) the fourth anniversary of the date on which such claim accrued; provided, however, that claims may be asserted with respect to tax matters, environmental matters or ERISA matters at any time on or before the date upon which the loss or liability to which any such claim may relate it barred by all applicable statutes of limitation. ii. No Notwithstanding anything contained in this Agreement to the contrary, no party to this Agreement shall be required to indemnify any other party with respect to any AGREEMENT AND PLAN OF MERGER PAGE 26 liability, obligation or loss unless the amount of such liability, obligation or loss, when aggregated with all other liabilities, obligations, and/or losses sustained by the party to be indemnified, shall equal or exceed Five Thousand Dollars ($5,000.00), at which time claims may be asserted by the indemnified party against any indemnifying party for all liabilities, obligations, and/or losses sustained without any deduction for the Five Thousand Dollar ($5,000.00) limit stated above. Moreover, notwithstanding anything contained in this Agreement to the contrary, in no event shall the Stockholders obligations on the one hand, nor the Parent's or the Sub's obligations on the other hand, under this Article 7. exceed the following amounts, under the following circumstances: (1) In the event that the Parent is still a private company at the time the claim for breach indemnity is made, a sum not to exceed in the aggregate $100,000.00, plus the amounts paid to the Stockholders under Article 2(e) of this Agreement, with each Stockholder being obligated only for his or her Pro Rata Share of such amount; or (2) In the event that the Parent is a public company at the time the claim for indemnity is made, the sum of THREE MILLION AND NO/100 DOLLARS ($3,000,000.00) in the aggregate, with each Stockholder being obligated only for his or her Pro Rata Share of such amount. iii. Notwithstanding anything contained in this Agreement to the contrary, in no event shall a Stockholder be obligated to pay more than his or her Pro Rata Share of any representation or warranty or covenant may be brought by indemnification obligation. For the Investors unless a claim has been raised in writing before purposes of this Agreement, the end of the survival period, and its formal proceedings have commenced within six (6) months after the end of the survival period set forth in this Section 8.2(b).term "Pro Rata Share" with respect to each Stockholder shall mean:

Liability Limitations. The following limitations on liabilities shall apply: (a) The maximum aggregate liability of each Seller to the Warrantors Purchaser Indemnified Parties with respect to claims for Purchaser Indemnified Losses under Section 7.1 will be limited to an amount equal to One Million Dollars ($1,000,000) for each facility (the “Cap”); provided, however, the Cap shall have no obligation not apply to indemnify Investors for any individual claim Purchaser Indemnified Losses incurred or suffered by the Investors any of them and arising out of the Transaction Documents, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount of such Investor”); or resulting from (i) the Warrantors shall have no obligation to indemnify the Investors unless the aggregate amount any breach by Seller of all such Individual Claims any Exempt Representations and Warranties made by the Investors under the Transaction Documents exceed 2% of the Investment Amount of such Investor it or (the “Claim Loss Threshold”ii) claims based upon misconduct or gross negligence. (in which event the b) The maximum aggregate liability of the Warrantors shall Purchaser to each Seller Indemnified Parties with respect to claims under Section 7.2 will be limited to the amount Cap; provided, however, the Cap shall not apply to any Seller Indemnified Losses incurred or suffered by which such aggregate amount exceeds that figure); any of them and arising out of or resulting from (i) any breach by Purchaser of any Exempt Representations and Warranties made by it or (ii) the aggregate liability of the Warrantors as indemnifier to the Investors arising from any Warrantor’s breach of Transaction Documents shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividends, repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the Company; (iii) an Investor who obtains any remedy under this Agreement shall not seek claims based upon willful misconduct or obtain any other remedy under this Agreement or any other Transaction Documents for the same subject matter, regardless of whether such remedy covers the Losses of such Investor. Notwithstanding any other provision to the contrary in this Agreement, no limitations on the Warrantors’ liability shall apply in the case of fraud or intentional misrepresentation by the Warrantorsgross negligence. (c) No Seller will have any liability to any Purchaser Indemnified Parties under Section 7.1 until the Purchaser Indemnified Parties shall have incurred on a cumulative basis Losses for the respective Facility of Seventy-Five Thousand Dollars ($75,000) (the “Basket”), at which point Seller shall be liable for all Losses incurred by the Purchaser Indemnified Parties, including the amount of the Basket; provided, however, the Basket shall not apply to any Losses incurred or suffered by any of them arising out of or resulting from (i) The Fundamental any breach of any Exempt Representations and Warranties shall survive the Closing perpetually; and or (ii) claims based upon willful misconduct or gross negligence. (d) Purchaser will not have any liability to the other Seller Indemnified Parties under Section 7.2(ii) until the Seller Indemnified Parties shall have incurred on a cumulative basis Losses exceeding the Basket, at which point Purchaser shall be liable for all Losses incurred by the Seller Indemnified Parties, including the amount of the Basket; provided, however, the Basket shall not apply to any Losses incurred or suffered by any of them arising out of or resulting from claims based upon willful misconduct or gross negligence or event known by Purchaser at Closing. (e) The representations and warranties made by any Warrantor other than the Fundamental Warranties shall survive the Closing until the second anniversary of the Closing Date. No claim for breach of any representation or warranty or covenant may be brought by the Investors unless a claim has been raised in writing before the end of the survival period, and its formal proceedings have commenced within six (6) months after the end of the survival period set forth in this Section 8.2(bSections 2.1 (Seller Authority), 2.2 (Seller Organization), 2.5 (Seller Taxes), 2.8 (Title to Assets), 2.9 (Hazardous Materials), 2.23 (Employee and Labor Relations), 2.28 (Broker), 3.1 (Purchaser Organization), 3.2 (Purchaser Authority), 3.4 (Broker), 3.5 (Limited Reliance) and 3.6 (Limited Representation) are hereinafter referred to as the “Exempt Representations and Warranties.”

Liability Limitations. The following limitations on liabilities 8.1 Subject to the provisions of this Clause 8 (Liability; Limitations), the Seller shall applybe liable towards the Purchaser for all Losses: (aA) in the Warrantors event of a breach of the Seller’s Warranties; (B) as determined in accordance with and subject to the conditions of the Tax Covenant; (C) for a claim under the Specific Indemnity; and (D) in the event of a breach of this Agreement by the Seller (for the avoidance of doubt, other than in respect of the Seller’s Warranties, Tax Covenant and the Specific Indemnity), provided always that the Purchaser’s right to claim against Seller for breach of the Seller’s Warranties, under the Specific Indemnity or under the Tax Covenant will be subject to and not become effective until Completion has occurred. 8.2 The Seller shall have no obligation to indemnify Investors not be liable towards the Purchaser for any individual claim under or in connection with this Agreement unless Notice thereof is given by the Investors arising out Purchaser to the Seller within seven (7) years after the Completion Date, except that for a claim for breach of the Transaction Documents, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount of such Investor”); (i) the Warrantors shall have no obligation to indemnify the Investors unless the aggregate amount of all such Individual Claims made by the Investors under the Transaction Documents exceed 2% Fundamental Warranty in Clause 7.3(C) and (ii) any of the Investment Amount of such Investor Business Warranties Notice has to be given within two (2) years after the “Claim Loss Threshold”) (in Completion Date, after which event the liability Liability of the Warrantors Seller in respect thereof will lapse except for claims for which Pxxxxxxxx has given Notice before lapse of the relevant claim period. 8.3 The Seller shall not be limited liable towards the Purchaser for a breach of the Business Warranties and the Tax Warranties: (A) if the information underlying such claim is known to the amount by which such aggregate amount exceeds that figure)Purchaser; (iiB) if and to the aggregate liability extent a specific provision, allowance or reserve in respect of the Warrantors as indemnifier facts and circumstances giving rise to the Investors arising from any Warrantor’s breach claim has been made in the annual accounts for the financial year 2021-2022 of Transaction Documents shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividends, repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the Company; (iiiC) if and to the extent the Losses giving rise to the claim have been caused by a wrongful act or omission on the part of the Purchaser or any member of the Purchaser’s group (including the Company and any JV Group Entity following Completion); (D) to the extent the Losses giving rise to the claim are actually recovered by the Purchaser’s Group (including the Company and any JV Group Entity) under any insurance policy or from a third party within the same or subsequent year in which the breach of the Seller’s Warranty or claim under a Specific Indemnity occurred; (E) if and to the extent the Losses giving rise to the claim are the result of a change in accounting and Taxation principles and policies of the Company or any JV Group Entity with respect to periods after Completion, except for changes which are required by Law; (F) if and to the extent the Losses giving rise to the claim are the result of a change of a Law after the Signing Date; and (G) if and to the extent the Losses giving rise to a claim relate to Assets or Liabilities of the Joint Venture i.e. Assets and Liabilities which have accrued equally to the Company and the Purchaser in their capacity of partners (vennoten) in the Joint Venture (the "VOF Partner Liability"). 8.4 The Seller shall not be liable towards the Purchaser under the Tax Warranties if the claim relates to: (A) any deferred tax liabilities of the Company recorded in the Company’s balance sheet relating to any forward contracts (termijncontracten) for commodities, energy and similar contracts concluded by the JV Group and any deferred tax liabilities which do not exceed EUR 1,000,000 (in words: one million euro) in aggregate, relating to assets owned by the JV Group; (B) agreements and arrangements in respect of the JV Group regarding transfer pricing and the application of the so-called ‘innovation box’. 8.5 In the event of a breach of the Business Warranties, no Liability shall attach to the Seller in the event that the aggregate Liability as a result of a single claim (or a series of connected claims arising out of the same or similar subject matter, facts, events or circumstances, which may be aggregated and form a single claim) against the Seller, as the case may be, in respect of that breach does not exceed EUR 100,000 (in words: one hundred thousand euro) (a "Ranking Claim") and the aggregate of all Ranking Claims does not exceed EUR 1,000,000 (in words: one million euro). In case these thresholds are exceeded, the Seller shall be liable for the whole amount and not merely for the excess. 8.6 The aggregate Liability of the Seller for breaches of the Seller’s Warranties shall not exceed an Investor who obtains any remedy amount equal to the Consideration. The aggregate liability of the Seller for the Business Warranties shall not exceed an amount of EUR 35,000,000 (in words: thirty five million euro). The total aggregate liability of the Seller under or in connection with this Agreement shall not seek exceed an amount equal to the Consideration. 8.7 Any Tax Benefit actually realized within seven (7) years after Completion by the Purchaser or obtain any other remedy member of the Purchaser's Group (including the Company or any JV Group Entity) as a direct result of the matter giving rise to a successful claim for a breach of the Business Warranties, Tax Warranties or a successful claim under the Specific Indemnity or the Tax Indemnity shall be paid to Sellers. Purchaser shall pay the amount equal to such Tax Benefit to the Sellers within ten (10) Business Days after the Purchaser or any other member of the Purchaser's Group has received a corresponding tax assessment from the relevant Tax Authority, that is final and binding, confirming that the Tax Benefit is actually realized by the Purchaser or any other member of the Purchaser's Group. 8.8 Nothing in this Agreement will limit the Purchaser’s obligations under article 6:101 BW. The Purchaser shall take, and shall procure that the Company and each member of the JV Group takes, all reasonable steps to mitigate any Losses resulting from a breach of the Seller’s Warranties or under the Specific Indemnity and the Tax Indemnity. 8.9 The Purchaser shall not be entitled to recover from the Seller under this Agreement or more than once in respect of any other Transaction Documents for one matter even if more than one of the same subject Seller’s Warranties, Specific Indemnity and/or the provisions of the Tax Covenant is breached regarding such a matter, regardless of whether such remedy covers the Losses of such Investor. Notwithstanding any other provision to the contrary fact or circumstance. 8.10 Nothing in this Agreement, no limitations on Agreement shall limit any Liability of the Warrantors’ liability shall apply Seller in the case event of fraud or intentional misrepresentation (bedrog) within the meaning of article 3:44 BW by the WarrantorsSeller. (i) The Fundamental Warranties shall survive the Closing perpetually; and (ii) the other representations and warranties made by any Warrantor other than the Fundamental Warranties shall survive the Closing until the second anniversary of the Closing Date. No claim for breach of any representation or warranty or covenant may be brought by the Investors unless a claim has been raised in writing before the end of the survival period, and its formal proceedings have commenced within six (6) months after the end of the survival period set forth in this Section 8.2(b).

Liability Limitations. The following limitations on liabilities shall apply: (a) Notwithstanding anything herein provided to the Warrantors contrary, but subject to the last sentence of this subsection, Lessor shall have no obligation liability to indemnify Investors Lessee or any other Lessee Indemnitee pursuant to Section 17.1 or for any individual claim breach by the Investors arising out Lessor of the Transaction Documentsthis Lease, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount of such Investor”); (i) the Warrantors shall have no obligation to indemnify the Investors unless and until the aggregate amount of all such Individual Claims made Covered Liabilities covered by Section 17.1 or attributable to all breaches by Lessor of this Lease exceeds $250,000. After the Investors under the Transaction Documents exceed 2% of the Investment Amount of such Investor (the “Claim Loss Threshold”) (in which event the liability of the Warrantors aforesaid $250,000 limit is reached, Lessor shall be limited liable in accordance with the other terms of this Lease for those Covered Liabilities in excess of $250,000, subject to the amount further provisions of this Section 17.4; provided, however, for purposes of determining the scope of indemnification under this Section 17.4(a) any qualification as to materiality or Material Adverse Effect shall be disregarded (it being understood that such qualifications as to materiality or Material Adverse Effect shall apply for purposes of determining whether there is a breach in the first place). The foregoing limitations shall not apply to (i) the failure by which such aggregate amount exceeds that figure); Lessor to pay any Imposition, (ii) the aggregate liability of the Warrantors as indemnifier failure by Lessor to the Investors arising from any Warrantor’s breach of Transaction Documents shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividendscomply with Section 10.3, repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the Company; (iii) an Investor who obtains any remedy amounts payable under or pursuant to Article 9, Article 15, clause (a) of Section 17.1, Section 17.6, or Section 21.4, or (iv) any breach by Lessor with respect to its representations and warranties in the first sentence of Section 7.4(a). Notwithstanding anything herein provided to the contrary, in the event of one or more breaches by Lessor with respect to its representations and warranties in the first sentence of Section 7.4(a), Lessor shall have no liability for the portion of the aggregate amount of Covered Liabilities attributable to such breach(es) which is below the threshold amount for the Material Adverse Effect, as defined in Section 7.4(a), giving rise to such breach(es). (b) Notwithstanding anything herein provided to the contrary, but subject to the last sentence of this Agreement subsection, Lessee shall not seek or obtain any other remedy under this Agreement have no liability to Lessor or any other Transaction Documents Lessor Indemnitee pursuant to Section 17.2 or for any breach by Lessee of this Lease, unless and until the same subject matteraggregate amount of all Covered Liabilities covered by Section 17.2 or attributable to all breaches by Lessee of this Lease exceeds $250,000. After the aforesaid $250,000 limit is reached, regardless Lessee shall be liable in accordance with the other terms of whether this Lease for those Covered Liabilities in excess of $250,000; provided, however, for purposes of determining the scope of indemnification under this Section 17.4(b) any qualification as to materiality or Material Adverse Effect shall be disregarded (it being understood that such remedy covers the Losses of such Investor. Notwithstanding any other provision qualifications as to the contrary in this Agreement, no limitations on the Warrantors’ liability materiality or Material Adverse Effect shall apply for purposes of determining whether there is a breach in the case of fraud or intentional misrepresentation by the Warrantors. first place). The foregoing limitations shall not apply to (i) The Fundamental Warranties shall survive the failure by Lessee to pay any Rent, the Option Closing perpetually; and Payment or any Imposition, (ii) the failure by Lessee to comply with Section 10.3, or (iii) any amounts payable under or pursuant to Article 9, Article 15, clause (a) of Section 17.2, Section 17.6, or Section 21.4. (c) Lessor, Lessee, and each other representations Indemnitee shall cooperate with the Indemnitor with respect to resolving any Indemnified Claim with respect to which either Lessor or Lessee is obligated to indemnify an Indemnitee under this Article 17, including making commercially reasonable efforts to mitigate or resolve any such Indemnified Claim and warranties made by any Warrantor providing the others with reasonable access to such Indemnitee's records (other than those subject to attorney-client or attorney work product privilege) and personnel having relevant information with respect to the Fundamental Warranties shall survive Indemnified Claim. Without limiting the Closing until foregoing, to the second anniversary extent it may legally do so each party agrees to assign or cause the assignment to the Indemnitor with respect to an Indemnified Claim any and all of the Closing Date. No claim rights and remedies that the Indemnitee may have with respect to such Indemnified Claim against any Person (other than Lessor, Lessee, or any Affiliate of Lessor or Lessee or any insurance carrier or bonding or surety company of the Indemnitee) pursuant to any claims, rights and agreements of or for indemnification, guarantee, contribution, reimbursement or similar assurances which are the subject of such Indemnified Claim. (d) Each party agrees to maintain all records and information made available to it pursuant to Section 17.4(c) confidential and to cause its directors, officers, employees, agents, representatives, consultants and advisors to maintain all records and information made available to them pursuant to this Section confidential, except (i) as required by Law, administrative process or any standards or rules of any stock exchange to which such party or any of its Affiliates is subject, (ii) for information which is available to the public on the date hereof, or thereafter becomes available to the public other than as a result of a breach of this Section 17.4(d), and (iii) to the extent that such party must disclose the same in any representation court or warranty or covenant may be arbitration proceedings brought by it to enforce its rights hereunder. (e) To the Investors unless a claim extent Lessee has been raised in writing before or can legally obtain the end right of eminent domain or condemnation with respect to the Pipeline System Interests or the affected portion thereof, the limit of Lessor's liability hereunder for Lessor's failure to have Defensible Title to any Pipeline System Interests, for any failure of the survival periodPipeline System Interests to be contiguous or for any failure of the Pipeline Systems to be located on or beneath the Pipeline System Interests shall be the Agreed Cost for any portion of such Pipeline System Interests as to which Lessor fails to have Defensible Title or for any required easements, and its formal proceedings have commenced within six (6) months rights-of-way, surface leases, fee parcels or licenses, as applicable, that are reasonably necessary to fill gaps between non-contiguous portions of the Pipeline System Interests or to give Lessee the right to use the land on which the Pipeline Systems are located. To the extent Lessor has common carrier status with respect to any portion of the Pipeline Systems, Lessee agrees not to change such common carrier status with respect to such portions of the Pipeline Systems until after the end closing of the survival period set forth in this Section 8.2(b)Option.

Liability Limitations. The following limitations on liabilities shall apply: (a) the Warrantors shall have no obligation to indemnify Investors for any individual claim by the Investors arising out of the Transaction Documents, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount of such Investor”); (i) the Warrantors Sellers shall have no obligation not be liable to indemnify the Investors unless any Buyer Indemnified Person for indemnification under Section 7.2(a)(i) or Section 7.2(b)(i) (except for claims for breaches of Fundamental Representations) until the aggregate amount of all such Individual Claims made by the Investors Losses in respect of indemnification under the Transaction Documents exceed 2% of the Investment Amount of such Investor Section 7.2(a)(i) and under Section 7.2(b)(i) exceeds $1,000,000 (the “Claim Loss ThresholdBasket”) (), in which event the liability Sellers shall only be required to pay or be liable for Losses in excess of the Warrantors Basket. The aggregate Liability of Sellers for claims under Section 7.2(a)(i) and Section 7.2(b)(i) (except for claims for breaches of Fundamental Representations) shall be limited to not exceed $6,000,000. The aggregate Liability of Sellers for all claims under Section 7.2 shall not exceed the amount by which such aggregate amount exceeds that figure);Enterprise Value. (ii) Buyer and Buyer Parent shall not be liable to any Seller Indemnified Person for indemnification under Section 7.3(a) (except for claims for breaches of Fundamental Representations) until the aggregate liability amount of all Losses in respect of indemnification under Section 7.3(a) exceeds the Basket, in which event Buyer and Buyer Parent shall only be required to pay or be liable for Losses in excess of the Warrantors as indemnifier to the Investors arising from any Warrantor’s breach Basket. The aggregate Liability of Transaction Documents Buyer and Buyer Parent for claims under Section 7.3(a) (except for claims for breaches of Fundamental Representations) shall not exceed $6,000,000. The aggregate Liability of Buyer and Buyer Parent for all claims under Section 7.3 shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividends, repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the Company;Enterprise Value. (iii) If an Investor who obtains any remedy Indemnified Party (as defined below) is entitled to indemnification under this Agreement shall not seek more than one clause or obtain any other remedy under this Agreement or any other Transaction Documents for the same subject matter, regardless provision of whether such remedy covers the Losses of such Investor. Notwithstanding any other provision to the contrary in this Agreement, no limitations on such Person’s Losses will be calculated without duplication with respect to the Warrantors’ liability shall apply in the case of fraud same circumstances or intentional misrepresentation by the Warrantorsevents. (iiv) The Fundamental Warranties amount of any indemnifiable Losses payable by any Indemnifying Party (as defined below) shall survive be net of (A) any amounts actually recovered by the Closing perpetually; Indemnified Party under applicable insurance policies or other third party sources of indemnification (net of any costs or expenses incurred in the collection thereof, including deductibles, and net of applicable premium adjustments) and (iiB) any Tax benefits received by the other representations and warranties made by Indemnified Party on account of such Losses, determined on a “with-and-without” basis. (v) Notwithstanding anything in this Agreement that may be deemed to be contrary, for purposes of determining the amount of any Warrantor other than the Fundamental Warranties shall survive the Closing until the second anniversary of the Closing Date. No claim for Losses related to a breach of any representation or warranty or covenant may be brought by the Investors unless a claim contained in this Agreement and for purposes of determining whether there has been raised in writing before a breach of such representation or warranty, the end of the survival period, representations and its formal proceedings have commenced within six (6) months after the end of the survival period set forth warranties contained in this Section 8.2(b)Agreement shall be considered without regard to any “material,” “Material Adverse Effect,” or similar qualifications contained therein.