Common use of Limitation of Claims Clause in Contracts

Limitation of Claims. (a) The Liability of Seller for indemnifiable Damages pursuant to Section 8.2(a) shall not be payable unless and until the aggregate amount of all Damages suffered or incurred by the Purchaser Indemnitees collectively exceeds one hundred thousand U.S. dollars ($100,000); thereafter, a Purchaser Indemnitee shall be entitled to seek compensation for Damages, and Seller shall be responsible for the payment of Damages to the extent in excess of one hundred thousand U.S. dollars ($100,000). The aggregate liability of Seller for indemnifiable Damages pursuant to Section 8.2(a) and Section 8.2(b) hereof shall in no event exceed ten percent (10%) of the Transaction Value of the Closing Stock Payment and all Milestone Payments and Contingent Earnouts actually made to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) as of the date of the final non-appealable determination of such Damages (the “Indemnification Cap”). Notwithstanding the foregoing, the limitations on Damages set forth in this Section 8.5 shall not apply to any Damages arising from any fraud by Seller or from Seller’s breach of Section 7.2. Purchaser shall have the right to withhold and subject to resolution of any claim for indemnification in accordance with this Agreement, set off, against any unpaid Milestone Payment or Contingent Earnouts, Damages up to the Indemnification Cap (with any set-off against the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) (the “Set-Off Right”). In the event that Seller delivers a Notice of Claim seeking Damages in excess of the Indemnification Cap and the Indemnification Cap subsequently increases to a greater value as a result of the occurrence of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification Cap. (b) The aggregate liability of Purchaser for indemnifiable Damages pursuant to Section 8.3(a) hereof shall in no event exceed the Transaction Value of the Closing Stock Payment and any Milestone Stock Payment if actually paid and delivered. (c) The right to indemnification under this Article 8 and the Set-Off Right shall constitute the sole and exclusive monetary remedy of the Purchaser Indemnitees and the Seller Indemnitees for Damages or otherwise arising from or in connection with this Agreement, including pursuant to Section 8.2 and the Transaction Documents or otherwise with respect to any of the transactions contemplated hereby.

Limitation of Claims. (a) The Liability Buyer and each of Seller the Sellers agree for indemnifiable Damages themselves and on behalf of their other Indemnified Parties, respectively, that with respect to each indemnification obligation in this Agreement in no event shall the Indemnifying Party have liability to the Indemnified Party for any consequential, special, exemplary, incidental, indirect or punitive damages, lost profits or similar items. In any case where an Indemnified Party actually recovers from a third person any amount in respect of a matter for which an Indemnifying Party has indemnified it pursuant to Section 8.2(athis Article VI, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered. Any breach of any representation or warranty of a party resulting from any actions taken (or omitted) by such party at the express written direction or request of the other party or in complying with or performing its obligations under this Agreement shall not be payable unless and until the aggregate amount deemed a breach of all Damages suffered a representation or incurred by the Purchaser Indemnitees collectively exceeds one hundred thousand U.S. dollars ($100,000); thereafter, a Purchaser Indemnitee shall be entitled to seek compensation for Damages, and Seller shall be responsible warranty for the payment of Damages to the extent in excess of one hundred thousand U.S. dollars ($100,000). The aggregate liability of Seller for indemnifiable Damages pursuant to Section 8.2(a) and Section 8.2(b) hereof shall in no event exceed ten percent (10%) of the Transaction Value of the Closing Stock Payment and all Milestone Payments and Contingent Earnouts actually made to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) as of the date of the final non-appealable determination of such Damages (the “Indemnification Cap”). Notwithstanding the foregoing, the limitations on Damages set forth in this Section 8.5 shall not apply to any Damages arising from any fraud by Seller or from Seller’s breach purpose of Section 7.2. Purchaser shall have the right to withhold and subject to resolution 6.2, Section 6.3 or Section 6.4 of any claim for indemnification in accordance with this Agreement, set off, against any unpaid Milestone Payment or Contingent Earnouts, Damages up to the Indemnification Cap (with any set-off against the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) (the “Set-Off Right”). In the event that Seller delivers a Notice of Claim seeking Damages in excess of the Indemnification Cap and the Indemnification Cap subsequently increases to a greater value as a result of the occurrence of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification CapArticle VI. (b) The aggregate liability of Purchaser for indemnifiable Damages pursuant to Section 8.3(a) hereof shall in no event exceed the Transaction Value Each of the Closing Stock Payment parties agrees to take all reasonable steps to mitigate their respective Damages upon and after becoming aware of any Milestone Stock Payment if actually paid and deliveredevent or condition which would reasonably be expected to give rise to any Damages that are indemnifiable hereunder. (c) The Indemnifying Party shall be subrogated to any right to indemnification under this Article 8 and the Set-Off Right shall constitute the sole and exclusive monetary remedy of the Purchaser Indemnitees and the Seller Indemnitees for Damages or otherwise arising from or in connection with this Agreement, including pursuant to Section 8.2 and the Transaction Documents or otherwise action which an Indemnified Party may have against another person with respect to any matter giving rise to any claim for indemnification hereunder. (d) None of the transactions contemplated herebyIndemnified Parties shall have any right to seek indemnification under Section 6.2, Section 6.3 or Section 6.4, as the case may be, until Damages with respect to all indemnification claims against the Sellers, on the one hand, and the Buyer, on the other, in the aggregate pursuant to this Article VI, of the Indemnified Parties exceed $2,000,000 (the “Threshold Amount”), after which time only the aggregate amount of such Damages in excess of the Threshold Amount shall be recoverable in accordance with the terms hereof. (e) None of the Indemnified Parties shall have any right to obtain any indemnification under Section 6.2, Section 6.3 or Section 6.4 hereof to the extent amounts received by the Indemnified Parties in the aggregate as indemnification hereunder exceed $20,000,000 (the “Cap”).

Limitation of Claims. (a) The Liability Franchisee and the Bound Parties agree not to bring any claim asserting that any of Seller for indemnifiable Damages the Marks are generic or otherwise invalid. Except with regard to Franchisee's obligation to pay Franchisor and its affiliates Royalty payments, the Marketing and Promotion Fee and other advertising fees, and other payments due from Franchisee pursuant to Section 8.2(athis Agreement or otherwise, any claims between the parties must be commenced within one (1) year from the date on which the party asserting the claim knew or should have known of the facts giving rise to the claim, or such claim shall be barred. The parties understand that such time limit might be shorter than otherwise allowed by law. Franchisee and the Bound Parties agree that their sole recourse for claims arising between the parties shall be against Franchisor or its successors and assigns. Franchisee and the Bound Parties agree that the shareholders, directors, officers, employees, and agents of Franchisor and its affiliates shall not be payable unless personally liable nor named as a party in any action between Franchisor and until Franchisee or any Bound Party; provided that this shall not preclude claims Franchisee has directly against an Area Director. Franchisor, Franchisee, and the aggregate amount Bound Parties further agree that, in connection with any such proceeding, each must submit or file any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of all Damages suffered the Federal Rules of Civil Procedure) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or incurred by filed as described above will be forever barred. The parties agree that any proceeding will be conducted on an individual, not a class-wide, basis, and that a proceeding between Franchisor and Franchisee or the Purchaser Indemnitees collectively exceeds one hundred thousand U.S. dollars ($100,000); thereafterBound Parties may not be consolidated with another proceeding between Franchisor and any other person or entity, a Purchaser Indemnitee shall nor may any claims of another party or parties be joined with any claims asserted in any action or proceeding between Franchisor and Franchisee. No party will be entitled to seek compensation for Damages, and Seller shall be responsible for the payment an award of Damages to the extent in excess of one hundred thousand U.S. dollars punitive or exemplary damages ($100,000). The aggregate liability of Seller for indemnifiable Damages pursuant to Section 8.2(a) and Section 8.2(b) hereof shall in no event exceed ten percent (10%) of the Transaction Value of the Closing Stock Payment and all Milestone Payments and Contingent Earnouts actually made to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) as of the date of the final non-appealable determination of such Damages (the “Indemnification Cap”). Notwithstanding the foregoing, the limitations on Damages set forth in provided that this Section 8.5 limitation shall not apply to any Damages arising from any fraud by Seller statutory penalties such as those set forth in 15 U.S.C. § 1117(a)). No previous course of dealing shall be admissible to explain, modify, or from Seller’s breach contradict the terms of Section 7.2. Purchaser shall have the right to withhold and subject to resolution of any claim for indemnification in accordance with this Agreement, set off, against any unpaid Milestone Payment or Contingent Earnouts, Damages up . No implied covenant of good faith and fair dealing shall be used to alter the Indemnification Cap (with any set-off against the Milestone Stock Payment valued based upon the Transaction Value express terms of the Milestone Stock Payment) (the “Set-Off Right”). In the event that Seller delivers a Notice of Claim seeking Damages in excess of the Indemnification Cap and the Indemnification Cap subsequently increases to a greater value as a result of the occurrence of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification Cap. (b) The aggregate liability of Purchaser for indemnifiable Damages pursuant to Section 8.3(a) hereof shall in no event exceed the Transaction Value of the Closing Stock Payment and any Milestone Stock Payment if actually paid and delivered. (c) The right to indemnification under this Article 8 and the Set-Off Right shall constitute the sole and exclusive monetary remedy of the Purchaser Indemnitees and the Seller Indemnitees for Damages or otherwise arising from or in connection with this Agreement, including pursuant to Section 8.2 and the Transaction Documents or otherwise with respect to any of the transactions contemplated hereby.

Limitation of Claims. 9.1 Global shall, on becoming aware of any Claim, promptly notify Racal and the Sellers thereof, but the failure to so notify shall not relieve the Sellers of any liability they may have to Global to the extent such failure does not materially prejudice any of the Sellers. 9.2 The Sellers shall have no liability in respect of any Claim unless Global has served on the Sellers notice on or before: (a) The Liability in the case of Seller a Claim under the Tax Warranties or a claim under the Tax Covenant relating to Racal USA, the expiration of the statute of limitation relating to the relevant Tax liability of Racal USA; (b) in the case of any Claim under the Tax Warranties or a claim under the Tax Covenant other than as described in paragraph (a) above, six years from the Completion Date; (c) in the case of any Claim other than a Claim under the Tax Warranties or a claim under the Tax Covenant, the later of (i) the second anniversary of the Completion Date and (ii) the end of the fourth month following the end of the second audited financial period for indemnifiable Damages pursuant each member of the Telecom Group, giving such reasonable details of the Claim as Global then has and, if practicable, including Global's then best estimate of the amount of the liability of the Sellers in respect thereof, has as soon as reasonably practicable upon receipt of any further details relating to Section 8.2(athe Claim disclosed such further details to Racal and has issued and served proceedings in respect thereof within nine months of the date of such written notice if such Claim has not previously been satisfied, settled or withdrawn. 9.3 No claim shall be made against any of the Sellers in respect of any Claim unless the Claim (or series of related Claims) shall not be payable individually exceeds (Pound Sterling)250,000 and unless and until the aggregate amount of all Damages suffered Claims (excluding individual Claims of (Pound Sterling)250,000 or incurred by less) exceeds (Pound Sterling)10,000,000 PROVIDED that if such aggregate amount does exceed (Pound Sterling)10,000,000, the Purchaser Indemnitees collectively exceeds one hundred thousand U.S. dollars ($100,000); thereafter, a Purchaser Indemnitee Sellers shall be entitled to seek compensation for Damages, and Seller shall be responsible liable for the payment full amount of Damages to such Claim or Claims and not solely the extent amounts thereof in excess of one hundred thousand U.S. dollars ($100,000)Pound Sterling)10,000,000. For the purpose of determining whether a Claim exceeds the minimum individual threshold of (Pound Sterling)250,000 set out in this clause 9.3, Claims which consist of a breach of paragraph L.12 of Schedule VI and which arise from the unlawful exclusion (prior to the Completion Date) on grounds of sex of an employee or former employee of the Telecom UK Group from eligibility for, and/or membership of, Racal's Schemes (as defined in Part B of Schedule VII) ("Pensions Claims") shall be aggregated and treated as a single Claim. Any recovery in respect of Pensions Claims shall be on an indemnity basis on the excess over (Pound Sterling)250,000. Nothing in the Disclosure Letter shall be deemed to be disclosed for this purpose in respect of Pensions Claims unless individual claimants are specifically identified. 9.4 The aggregate total amount of the liability of Seller for indemnifiable Damages pursuant the Sellers in aggregate in respect of: (a) the aggregate amount of Claims arising from clause 3.1, Part A of Schedule VI, clause 5.1, clause 6, clause 10.1 and (in so far as it relates to Section 8.2(aany of the foregoing provisions) clause 15 and Section 8.2(bany claim arising from the Tax Covenant and any claim referred to in clause 9.4(b) hereof shall be limited to and in no event exceed ten percent (10%) of the Transaction Value of the Closing Stock Payment and all Milestone Payments and Contingent Earnouts actually made to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) as of the date of the final non-appealable determination of such Damages (the “Indemnification Cap”). Notwithstanding the foregoing, the limitations on Damages set forth in this Section 8.5 shall not apply to any Damages arising from any fraud by Seller or from Seller’s breach of Section 7.2. Purchaser shall have the right to withhold and subject to resolution of any claim for indemnification in accordance with this Agreement, set off, against any unpaid Milestone Payment or Contingent Earnouts, Damages up to the Indemnification Cap (with any set-off against the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) (the “Set-Off Right”). In the event that Seller delivers a Notice of Claim seeking Damages in excess of the Indemnification Cap and the Indemnification Cap subsequently increases to a greater value as a result of the occurrence of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification Cap.Pound Sterling)1,000,000,000; and (b) The the aggregate liability amount of Purchaser for indemnifiable Damages pursuant Claims and claims under clauses 10.2, 10.3 and 10.5 shall be limited to Section 8.3(a) hereof shall and in no event exceed (Pound Sterling)300 million, PROVIDED THAT the Transaction Value total amount of liability of the Closing Stock Payment Sellers in aggregate in respect of the Claims whether arising under paragraph (a) or paragraph (b) of this clause 9.4 shall not in any circumstance exceed the Consideration. 9.5 The Sellers shall not be liable in respect of any Claim (including any claim under the Tax Covenant) if and to the extent that the loss occasioned thereby has been recovered under any other Claim (including any claim under the Tax Covenant). 9.6 If the Sellers indemnify Global and/or the relevant Telecom Group member in respect of any amount payable by Global and/or any Telecom Group member by way of settlement, judgment or award in respect of the matter giving rise to the Claim, then insofar as the same would not have a detrimental effect on the business of any member of the Global Group, the Sellers shall be afforded every reasonable opportunity of resisting in the name of the relevant Telecom Group member any claims against any Telecom Group member which might constitute a breach of any of the Warranties (unless the claims against any Telecom Group member which might constitute a breach of any of the Warranties is by any member of the Racal Group), and the Sellers shall subject as aforesaid (if they so require) be allowed to have the conduct of any negotiations, proceedings or appeals incidental thereto (keeping Global at all reasonable times properly informed of the conduct) and to use professional advisers approved by Global (such approval not to be unreasonably withheld or delayed). If such legal advisers are retained, the Sellers shall not be liable to Global for any legal expenses of other legal advisers or any other expenses subsequently incurred by Global in connection with the defence of the claim, except that if the Sellers elect not to assume such defence or if legal advisers for Global determine that there are issues which raise conflicts of interest between Global and the Sellers, Global and any Milestone Stock Payment Telecom Group member may retain legal advisers reasonably satisfactory to them, and the Sellers shall pay any reasonable fees and expenses of such legal advisers for Global and such members promptly as statements therefor are received; PROVIDED THAT the Sellers shall be obligated pursuant to this clause 9.6:(i) to pay such amounts in the case of a conflict of interest only if actually paid the Sellers reasonably agree that such conflict of interest existed between Global and deliveredthe Sellers, and (ii) to pay for only one firm of legal advisers for Global and the Telecom Group members in any jurisdiction unless Global and the Sellers agree that the use of one firm of legal advisers would present such legal advisers with a conflict of interest. 9.7 If and so long as Racal exercises its rights under clause 9.6, Global shall, and shall procure that the relevant Telecom Group member shall: (a) consult with the Sellers in respect of the circumstances giving rise to such claim, and thereafter keep the Sellers as informed as is reasonably practicable of all material developments relating to such circumstances and Claim; (b) if so requested by the Sellers, subject as aforesaid, take all reasonable steps or proceedings as the Sellers may consider necessary in order to mitigate or defend any such claim and any adjudication in respect thereof or enforce against any person (other than Racal or any other member of the Racal Group) the rights of the relevant Telecom Group member and Global in relation to the matter the subject of the claim and shall procure that any Telecom Group member shall act in accordance with any such requirements, and for this purpose take all appropriate proceedings in the name of the relevant Telecom Group member subject to being fully indemnified in advance by the Sellers against all costs and expenses incurred in connection therewith; (c) The right at all reasonable times allow the Sellers and its agents reasonable access on notice to indemnification under this Article 8 and the Set-Off Right shall constitute the sole and exclusive monetary remedy personnel of the Purchaser Indemnitees relevant Telecom Group member and to inspect and take copies of all necessary books, correspondence and records of the Seller Indemnitees for Damages relevant Telecom Group member which are relevant to such Claim and are within the power, possession or otherwise arising from control of Global or any member of the Telecom Group to enable the Sellers to investigate the Claim (subject always to keeping the same confidential other than necessary disclosures in connection with this Agreementany such action or claim); and (d) save with the Sellers' prior consent, including and subject as aforesaid, not admit liability in respect of or compromise, or settle any such claims as aforesaid. 9.8 Any settlement agreed by the Sellers pursuant to Section 8.2 and clause 9.6 shall not include any obligation on Global or a Telecom Group member to take or omit to take any action. 9.9 The Sellers shall reimburse to Global or the Transaction Documents relevant Telecom Group member (as the case may be) all costs, charges, liabilities, 9.10 The Sellers shall not be liable in respect of a Claim to the extent: (a) that any amount has been included as a liability or otherwise with a proper provision has been made in respect thereof; or (b) that the value of any asset has been reduced to any take account of the transactions contemplated herebysubject matter of such Claim, in the Accounts of RTNL and RISL or the Completion Balance Sheet.

Limitation of Claims. (a) 9.5.1 The Liability of Seller each Stockholder is on a several and not a joint basis for indemnifiable Damages pursuant to Section 8.2(a9.2; provided, however, that, notwithstanding anything to the contrary in this Agreement, any Liabilities for a breach of any representation or warranty contained in this Agreement or the Transaction Documents (or a breach of any covenant of a specific Stockholder in a Transaction Document other than this Agreement) by any Stockholder shall be the sole Liability of such Stockholder. Damages shall not be payable by the Stockholders under Section 9.2.1 unless and until the aggregate amount of all Damages suffered or incurred by the Buyer Indemnitees collectively exceeds [*] Dollars; thereafter, a Buyer Indemnitee shall be entitled to seek compensation for Damages under Section 9.2.1 [*]. The aggregate liability of all Stockholders for indemnifiable Damages pursuant to Section 9.2.1 hereof shall in no event exceed [*] Dollars [*] (the "Indemnification Cap"). Notwithstanding the foregoing, the limitations on Damages set forth in this Section 9.5.1 shall not apply to any Damages arising under any of Sections [*] or [*]. Buyer shall have the right: (a) subject to resolution of any claim for indemnification in accordance with this Agreement, to be paid Damages from the Escrow Cash Fund or the Escrow Stock Fund; or (b) to withhold and, subject to resolution of any claim for indemnification in accordance with this Agreement, set off against any unpaid First Commercial Sale Payments and Net Sales Milestone Payments Damages (in the case of Damages under Section 9.2.1, up to the Indemnification Cap) (the "Set-Off Right"). For avoidance of doubt, the Buyer, on behalf of itself and each Buyer Indemnitee, does hereby agree that the liability and obligations of each Stockholder shall be: (i) several and not joint for all amounts due and owing a Buyer Indemnitee (i.e. only for its Pro-Rata Share) and (ii) several and not joint for any amounts due in excess of the Indemnification Cap. Further, it is specifically understood and agreed that the matters set forth and disclosed in the Company Disclosure Schedule pursuant to Article III hereof shall be deemed disclosed for purposes of, and shall qualify and be treated as exceptions to, the applicable representations and warranties. 9.5.2 The Liability of Buyer for indemnifiable Damages pursuant to Section 9.3 shall not be payable unless and until the aggregate amount of all Damages suffered or incurred by the Purchaser Stockholder Indemnitees collectively exceeds one hundred thousand U.S. dollars [*] Dollars ($100,000[*]); thereafter, a Purchaser Stockholder Indemnitee shall be entitled to seek compensation for Damages, Damages under Section 9.3.1 and Seller shall be responsible for the payment of Damages to the extent in excess of one hundred thousand U.S. dollars ($100,000)Section 9.3.2 [*]. The aggregate liability of Seller Buyer for indemnifiable Damages pursuant to Section 8.2(a) and Section 8.2(b) 9.3 hereof shall in no event exceed ten percent (10%) of the Transaction Value of the Closing Stock Payment and all Milestone Payments and Contingent Earnouts actually made to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) as of the date of the final non-appealable determination of such Damages (the “Indemnification Cap”). Notwithstanding the foregoing, the limitations on Damages set forth in this Section 8.5 9.5.2 shall not apply to any Damages arising from any fraud by Seller [*] or from Seller’s breach of Section 7.2. Purchaser shall have the right to withhold and subject to resolution payments of any claim for indemnification in accordance with this Agreement, set off, against any unpaid First Commercial Sale Payments or Net Sales Milestone Payment or Contingent Earnouts, Damages up to the Indemnification Cap (with any set-off against the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) (the “Set-Off Right”). In the event that Seller delivers a Notice of Claim seeking Damages in excess of the Indemnification Cap and the Indemnification Cap subsequently increases to a greater value as a result of the occurrence of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification CapPayments. (b) The aggregate liability of Purchaser for indemnifiable Damages pursuant to Section 8.3(a) hereof shall in no event exceed the Transaction Value of the Closing Stock Payment and any Milestone Stock Payment if actually paid and delivered. (c) The right to indemnification under this Article 8 and the Set-Off Right shall constitute the sole and exclusive monetary remedy of the Purchaser Indemnitees and the Seller Indemnitees for Damages or otherwise arising from or in connection with this Agreement, including pursuant to Section 8.2 and the Transaction Documents or otherwise with respect to any of the transactions contemplated hereby.

Limitation of Claims. Notwithstanding anything to the contrary contained herein: (a) The Liability An Indemnified Party shall use Reasonable Efforts to mitigate all Adverse Consequences relating to an indemnifiable claim; provided, however, that with respect to such obligation to mitigate, an Indemnified Party shall not be required to (i) waive any material right or claim the Indemnified Party may have against any other Person, (ii) modify or change in any material respect the manner in which the business of such Indemnified Party is conducted, (iii) discontinue or otherwise materially modify the use by such Indemnified Party of any material Intellectual Property or (iv) incur any cost or expense or incur any material liability (including any contingent or potential liability) or obligation. (b) An Indemnifying Party’s indemnification obligations under this Article X shall be reduced to the extent that the subject matter of the claim is covered by and paid to the Indemnified Party pursuant to a warranty or indemnification from a third party or insurance; provided, that, Buyer and Seller agree to (and agree to cause the other Indemnified Parties to) use Reasonable Efforts to make any claims for indemnifiable Damages insurance and/or indemnification available from any third party with respect to Adverse Consequences for which any Indemnified Party will or may seek indemnification hereunder and to diligently pursue such claims in good faith. If any such insurance proceeds and/or other amounts are received by any Buyer Protected Parties after receipt of any indemnification payment pursuant to this Article X, Buyer shall promptly repay to Seller such portion of such indemnification payment equal to the amounts so recovered or realized. Where an Indemnified Party is absolved of the obligation to apply for insurance recovery under the preceding sentence, the Indemnified Party shall not be deemed, for that reason, to have failed to mitigate Adverse Consequences under this Section 10.5. (c) Except with respect to intentional fraud or willful misconduct, notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 8.2(a10.1(a)(i) shall not be payable or 10.1(b)(i), as applicable, unless and until the aggregate amount of all Damages suffered Adverse Consequences relating to all claims for indemnification pursuant to Section 10.1(a)(i) or 10.1(b)(i), as applicable, equals or exceeds $1,750,000 (the “Indemnification Threshold”), after which such Indemnifying Party shall be liable for all Adverse Consequences relating to all such claims incurred by the Purchaser Indemnitees collectively exceeds one hundred thousand U.S. dollars ($100,000); thereafter, a Purchaser Indemnitee shall be entitled to seek compensation for Damages, and Seller shall be responsible for the payment of Damages to the extent Indemnified Parties in excess (in the aggregate) of one hundred thousand U.S. dollars the Indemnification Threshold; and ($100,000). The ii) the maximum aggregate liability of (A) Seller for indemnifiable Damages pursuant to under Section 8.2(a10.1(a)(i) and in the aggregate or (B) Buyer under Section 8.2(b10.1(b)(i) hereof each shall in no event not exceed ten percent (10%) of the Transaction Value of the Closing Stock Payment and all Milestone Payments and Contingent Earnouts actually made to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) as of the date of the final non-appealable determination of such Damages $30,000,000 (the “Indemnification Cap”). Notwithstanding ; provided that neither the foregoing, Indemnification Threshold nor the limitations on Damages set forth in this Section 8.5 Indemnification Cap shall not apply to any Damages arising from any fraud by Seller or from Seller’s breach of Section 7.2. Purchaser shall have the right to withhold and subject to resolution of any claim for indemnification in accordance with this Agreement, set off, against any unpaid Milestone Payment or Contingent Earnouts, Damages up to the Indemnification Cap (with any set-off against the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) (the “Set-Off Right”). In the event that Seller delivers a Notice of Claim seeking Damages in excess of the Indemnification Cap and the Indemnification Cap subsequently increases to a greater value as a result of the occurrence of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification Cap. (b) The aggregate liability of Purchaser for indemnifiable Damages pursuant to Section 8.3(a) hereof shall in no event exceed the Transaction Value of the Closing Stock Payment and any Milestone Stock Payment if actually paid and delivered. (c) The right to indemnification under this Article 8 and the Set-Off Right shall constitute the sole and exclusive monetary remedy of the Purchaser Indemnitees and the Seller Indemnitees for Damages or otherwise arising from or in connection with this Agreement, including pursuant to Section 8.2 and the Transaction Documents or otherwise with respect to any breach or violation of any of the transactions contemplated herebyfollowing: the Fundamental Seller Representations, the Fundamental Buyer Representations, Section 3.8 (Tax Matters) or Section 4.9 (Tax Matters). (d) For purposes of any indemnity obligation under this Article X with respect to any breach of any representation or warranty contained in this Agreement, solely for purposes of calculating Adverse Consequences and not for purposes of determining if a breach occurred, any express qualifications or limitations set forth in such representation or warranty as to Knowledge, materiality, material adverse effect, “Material Adverse Effect” or “Buyer Material Adverse Effect” (or other similar materiality qualifier) contained therein, shall be disregarded. (e) Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person has been otherwise indemnified or previously reimbursed for such amount under any other provision of this Agreement.

Limitation of Claims. (a) The Liability Notwithstanding anything else contained in this Agreement, in the absence of Seller for indemnifiable Damages fraud: (i) no claim shall be made, or otherwise be enforceable, by Purchaser or CPEC against Vendor in respect of: (A) the representations and warranties of Vendor set forth in Section 5.1; (B) an indemnity or claim in respect of such representations and warranties pursuant to paragraph 11.1(a)(iii); or (C) Vendor’s interim operation of the Assets pursuant to Section 8.2(a8.1; and (ii) no claim shall be made, or otherwise be enforceable, by Vendor against Purchaser or CPEC in respect of: (A) the representations and warranties of Purchaser and CPEC contained in this Agreement; or (B) an indemnity or claim in respect of such representations and warranties pursuant to paragraph 11.1(b)(iii) or paragraph 11.1(c)(iii); unless notice of such claim, including reasonably detailed particulars thereof, is given by the claimant to the other Parties within the period of [survival period redacted] from the Closing Time. Without affecting the foregoing limitation, if a Party (the “Indemnified Party”) becomes aware of any act, omission or state of facts that may give rise to a right of indemnification under this Article 11 from another Party (the “Indemnifying Party”), the Indemnified Party will give prompt written notice of such claim to the Indemnifying Party, provided that in the event of a failure to so provide prompt written notice, the Indemnifying Party’s obligations under this Article 11 will only be limited to the extent that its ability to defend such claim was prejudiced by the failure of the Indemnified Party to provide prompt written notice. The Indemnifying Party shall have the sole right to conduct, settle or otherwise dispose of any legal action advanced by a Third Party and in respect of which indemnification is sought without the consent of the Indemnified Party provided that the Indemnifying Party has expressly and irrevocably agreed in writing that it has accepted responsibility for such legal action, and further provided that any settlement shall be subject to the prior approval of the Indemnified Party, whose approval shall not be payable unless and until unreasonably withheld, conditioned or delayed. The Indemnifying Party will consult with the aggregate amount of all Damages suffered or incurred by the Purchaser Indemnitees collectively exceeds one hundred thousand U.S. dollars ($100,000); thereafterother Parties, a Purchaser Indemnitee shall which will be entitled to seek compensation for Damages, retain its own counsel and Seller shall be responsible for participate in the payment of Damages to the extent in excess of one hundred thousand U.S. dollars ($100,000). The aggregate liability of Seller for indemnifiable Damages pursuant to Section 8.2(a) and Section 8.2(b) hereof shall in no event exceed ten percent (10%) of the Transaction Value of the Closing Stock Payment and all Milestone Payments and Contingent Earnouts actually made to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) as of the date of the final non-appealable determination of such Damages (the “Indemnification Cap”)litigation at its own expense. Notwithstanding the foregoing, the limitations on Damages set forth in this Section 8.5 shall Indemnifying Party will not apply be entitled to any Damages arising from any fraud conduct, settle or otherwise dispose of such legal actions advanced by Seller or from Seller’s breach of Section 7.2. Purchaser shall have the right to withhold and subject to resolution of any claim for indemnification in accordance with this Agreement, set off, against any unpaid Milestone Payment or Contingent Earnouts, Damages up a Third Party to the Indemnification Cap extent such actions (with any set-off i) seek equitable relief against the Milestone Stock Payment valued based upon Indemnified Party, (ii) involve criminal liability, or (iii) there is a reasonable probability that the Transaction Value of the Milestone Stock Payment) (the “Set-Off Right”). In the event that Seller delivers a Notice of Claim seeking Damages claim would result in monetary damages or payment in excess of the Indemnification Cap and amounts for which the Indemnification Cap subsequently increases Indemnifying Party is obliged to a greater value as a result of indemnify the occurrence of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification CapIndemnified Party hereunder. (b) The aggregate liability of Purchaser for indemnifiable Damages pursuant In addition to Section 8.3(a) hereof shall in no event exceed the Transaction Value of foregoing, the Closing Stock Payment Parties expressly acknowledge and any Milestone Stock Payment if actually paid and delivered. (c) The right to indemnification under this Article 8 and the Set-Off Right shall constitute the sole and exclusive monetary remedy of the Purchaser Indemnitees and the Seller Indemnitees for Damages or otherwise arising from or in connection with this Agreement, including pursuant to Section 8.2 and the Transaction Documents or otherwise with respect to any of the transactions contemplated hereby.agree that:

Limitation of Claims. (a) The Liability AD and the Bound Parties agree not to bring any claim asserting that any of Seller for indemnifiable Damages the Marks are generic or otherwise invalid. Except with regard to AD's obligation to pay Franchisor and its affiliates amounts due pursuant to Section 8.2(athis Agreement or otherwise, any claims between the parties must be commenced within one (1) year from the date on which the party asserting the claim knew or should have known of the facts giving rise to the claim, or such claim shall be barred. The parties understand that such time limit might be shorter than otherwise allowed by law. AD and the Bound Parties agree that their sole recourse for claims arising between the parties shall be against Franchisor or its successors and assigns. AD and the Bound Parties agree that the shareholders, directors, officers, employees, and agents of Franchisor and its affiliates (other than AD) shall not be payable unless personally liable nor named as a party in any action between Franchisor and until AD or any Bound Party. The parties further agree that, in connection with any such proceeding, each must submit or file any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the aggregate amount Federal Rules of all Damages suffered Civil Procedure) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or incurred by filed as described above will be forever barred. The parties agree that any proceeding will be conducted on an individual, not a class-wide, basis, and that a proceeding between Franchisor and AD or the Purchaser Indemnitees collectively exceeds one hundred thousand U.S. dollars ($100,000); thereafter, a Purchaser Indemnitee shall Bound Parties may not be consolidated with any other proceeding between Franchisor and any other person or entity. No party will be entitled to seek compensation for Damages, and Seller shall be responsible for the payment an award of Damages to the extent in excess of one hundred thousand U.S. dollars punitive or exemplary damages ($100,000). The aggregate liability of Seller for indemnifiable Damages pursuant to Section 8.2(a) and Section 8.2(b) hereof shall in no event exceed ten percent (10%) of the Transaction Value of the Closing Stock Payment and all Milestone Payments and Contingent Earnouts actually made to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) as of the date of the final non-appealable determination of such Damages (the “Indemnification Cap”). Notwithstanding the foregoing, the limitations on Damages set forth in provided that this Section 8.5 limitation shall not apply to any Damages arising from any fraud by Seller statutory penalties such as those set forth in 15 U.S.C. § 1117(a)). No previous course of dealing shall be admissible to explain, modify, or from Seller’s breach contradict the terms of Section 7.2. Purchaser shall have the right to withhold and subject to resolution of any claim for indemnification in accordance with this Agreement, set off, against any unpaid Milestone Payment or Contingent Earnouts, Damages up . No implied covenant of good faith and fair dealing shall be used to alter the Indemnification Cap (with any set-off against the Milestone Stock Payment valued based upon the Transaction Value express terms of the Milestone Stock Payment) (the “Set-Off Right”). In the event that Seller delivers a Notice of Claim seeking Damages in excess of the Indemnification Cap and the Indemnification Cap subsequently increases to a greater value as a result of the occurrence of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification Cap. (b) The aggregate liability of Purchaser for indemnifiable Damages pursuant to Section 8.3(a) hereof shall in no event exceed the Transaction Value of the Closing Stock Payment and any Milestone Stock Payment if actually paid and delivered. (c) The right to indemnification under this Article 8 and the Set-Off Right shall constitute the sole and exclusive monetary remedy of the Purchaser Indemnitees and the Seller Indemnitees for Damages or otherwise arising from or in connection with this Agreement, including pursuant to Section 8.2 and the Transaction Documents or otherwise with respect to any of the transactions contemplated hereby.

Limitation of Claims. (a) The Liability Parties acknowledge and agree that the remedies set forth in this Article IX are intended to be, and shall be, the exclusive monetary remedies of Seller for indemnifiable Damages such Parties after the Closing with respect to any aspect of the transactions contemplated by this Agreement (other than (i) claims of, or causes of action arising from, fraud, wilful or intentional misconduct or wilful or intentional concealment and (ii) with respect to any other agreement or instrument contemplated to be delivered pursuant to Section 8.2(athis Agreement, including the Operating Agreement, the Services Agreement, the Supply Agreement, the Terminal Leases, the ABL Facility and the NuStar Facility). The Parties hereby release, waive and discharge, and covenant not to xxx or otherwise assert any rights, remedies or recourse with respect to, any cause of action or claim for damages (other than claims of, or causes of action arising from, fraud, wilful or intentional misconduct or wilful or intentional concealment) shall not be payable unless and until expressly provided for in this Agreement to the aggregate amount of all Damages suffered or incurred maximum extent permitted by Applicable Law. (b) Notwithstanding anything to the Purchaser Indemnitees collectively exceeds one hundred thousand U.S. dollars ($100,000); thereaftercontrary contained in this Agreement, a Purchaser Indemnitee no Party shall be entitled to seek compensation for Damagesrecover from any other party hereto any amount in respect of (i) any punitive or exemplary damages, and Seller shall be responsible for the payment of Damages in each case except to the extent payable in excess of one hundred thousand U.S. dollars connection with any Third-Party Claim, and ($100,000). The aggregate liability of Seller for indemnifiable Damages pursuant ii) any consequential, indirect or special damages, in each case except to Section 8.2(a) and Section 8.2(b) hereof shall in no event exceed ten percent (10%) the extent such damages would have been reasonably foreseeable to the Indemnifying Party as of the Transaction Value date of this Agreement had the Indemnifying Party been aware of the Closing Stock Payment and all Milestone Payments and Contingent Earnouts actually made relevant breach (or other circumstances giving rise to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Paymentapplicable Loss) as of the date of the final non-appealable determination of such Damages (the “Indemnification Cap”). Notwithstanding the foregoing, the limitations on Damages set forth in this Section 8.5 shall not apply to any Damages arising from any fraud by Seller or from Seller’s breach of Section 7.2. Purchaser shall have the right to withhold and subject to resolution of any claim for indemnification in accordance with this Agreement, set off, against any unpaid Milestone Payment or Contingent Earnouts, Damages up to the Indemnification Cap (with any set-off against the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) (the “Set-Off Right”). In the event that Seller delivers a Notice of Claim seeking Damages in excess of the Indemnification Cap and the Indemnification Cap subsequently increases to a greater value as a result of the occurrence of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification Cap. (b) The aggregate liability of Purchaser for indemnifiable Damages pursuant to Section 8.3(a) hereof shall in no event exceed the Transaction Value of the Closing Stock Payment and any Milestone Stock Payment if actually paid and delivered. (c) The right to indemnification under this Article 8 All releases, disclaimers, limitations on liability and the Set-Off Right shall constitute the sole and exclusive monetary remedy of the Purchaser Indemnitees and the Seller Indemnitees for Damages or otherwise arising from or indemnities in connection with this Agreement, including pursuant to Section 8.2 and those in this Article IX, shall apply even in the Transaction Documents or otherwise with respect to any event of the transactions contemplated herebysole, joint, and/or concurrent, active or passive negligence, strict liability or fault of the party whose liability is released, disclaimed, limited or indemnified (excluding gross negligence or willful misconduct).

Limitation of Claims. (a) The Liability Except as set forth below, there shall be no liability under or with respect to any of Seller the warranties or representations of Sellers or Buyer in or under this Agreement or in any Schedule hereto, unless a claim for indemnifiable Damages pursuant to Section 8.2(a) shall not be payable unless and until the aggregate amount of all Damages suffered or incurred indemnity is given by the Purchaser Indemnitees collectively exceeds one hundred thousand U.S. dollars party seeking indemnification within the six ($100,000); thereafter, a Purchaser Indemnitee shall be entitled to seek compensation for Damages, and Seller shall be responsible for the payment of Damages to the extent in excess of one hundred thousand U.S. dollars ($100,000). The aggregate liability of Seller for indemnifiable Damages pursuant to Section 8.2(a6) and Section 8.2(b) hereof shall in no event exceed ten percent (10%) of the Transaction Value of month period immediately following the Closing Stock Payment and all Milestone Payments and Contingent Earnouts actually made to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) as of the date of the final non-appealable determination of such Damages (the “Indemnification Cap”). Notwithstanding the foregoingDate, the limitations on Damages set forth in this Section 8.5 shall not apply to any except for Damages arising from any fraud by Seller or from Seller’s breach of Section 7.2. Purchaser shall have the right to withhold and subject to resolution of any claim for indemnification in accordance with this Agreement, set off, against any unpaid Milestone Payment or Contingent Earnouts, Damages up to the Indemnification Cap (with any set-off against the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) (the “Set-Off Right”). In the event that Seller delivers a Notice of Claim seeking Damages in excess of the Indemnification Cap and the Indemnification Cap subsequently increases to a greater value as a result of, or in connection with, or with respect to the following, with respect to which there shall be no limitation as to the time period within which an indemnity claim must be made by Buyer hereunder: (i) the Excluded Liabilities; or (ii) the Breach of the occurrence any agreements or covenants of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification Capany Seller hereunder. (b) The maximum aggregate liability of Purchaser for indemnifiable Damages amount recoverable by Buyer from Sellers pursuant to this Section 8.3(a10 arising by reason or Breach of a representation or warranty of Sellers hereunder shall be limited to the sum of One Million Dollars ($1,000,000); provided, however, (i) hereof the Buyer shall in no event exceed be entitled to indemnification hereunder only when the Transaction Value aggregate of all such claims exceeds One Hundred Thousand Dollars ($100,000) (the Closing Stock Payment "Threshold Amount"), and any Milestone Stock Payment if actually paid and delivered(ii) all such claims shall be recoverable by the Buyer after the Threshold Amount of claims has been reached. (c) The right maximum amount recoverable by Sellers from Buyer pursuant to this Section 10 arising by reason or Breach of a representation or warranty of Buyer hereunder shall be limited to the sum of One Million Dollars ($1,000,000); provided, however, (i) the Sellers shall be entitled to indemnification under this Article 8 hereunder only when the aggregate of all such claims exceed the Threshold Amount, and (ii) all such claims shall be recoverable by the Set-Off Right shall constitute Sellers after the sole and exclusive monetary remedy of Threshold Amount has been reached. (d) Anything to the Purchaser Indemnitees and the Seller Indemnitees for Damages or otherwise arising from or contrary set forth in connection with this Agreement, including pursuant to Section 8.2 and the Transaction Documents or otherwise with respect to any of the transactions contemplated hereby.this

Limitation of Claims. Subject to the limitations pursuant to Sections 14.1(b) to 14.1(f) the Sellers and Clariant Corp. shall not be liable under this Agreement if and to the extent: (ai) The Liability of Seller for indemnifiable Damages either the Purchasers, or (following the Closing Date) the Group Entities or their respective Representatives have caused or participated knowingly and deliberately in causing (verursacht oder mitverursacht) or to the extent they have knowingly and deliberately aggravated (x) any breach under this Agreement or (y) the facts and circumstances underlying any indemnity or (z) any Losses resulting from (x) or (y) or failed to mitigate Losses pursuant to Section 8.2(a254 of the German Civil Code (BGB) shall not be payable unless and until apply (Aggregation); (ii) the aggregate amount subject matter underlying the breach or the indemnity has been taken into account in the Financial Statements as a specific write-off (Abschreibung), value adjustment (Wertberichtigung), specific liability (Verbindlichkeit) or specific provision (Rückstellung) (Specific Provisions); (iii) the Losses are recovered or recoverable from a third party (including from an insurance policy but excluding any of all Damages suffered or incurred by the Purchaser Indemnitees collectively exceeds one hundred thousand U.S. dollars ($100,000Group Entities); thereafter, in the case of a Purchaser Indemnitee recoverable Loss the following shall be entitled to seek compensation for Damages, apply: if and Seller shall be responsible for the payment of Damages to the extent payments from the relevant third party are not obtained by the Purchasers despite using reasonable best efforts, within ten (10) months as of the earlier of (x) the relevant event causing the Loss or (y) the first written communication by the Purchasers to such third party, then the respective payment claim against the third party shall no longer be taken into account for the determination of the Losses and the Sellers and Clariant Corp., respectively, shall satisfy the remaining obligation, if any, against (Zug-um-Zug) assignment by the Purchasers, or the relevant Group Entity, of 100% (in excess of words: one hundred thousand U.S. dollars ($100,000). The aggregate liability of Seller for indemnifiable Damages pursuant to Section 8.2(a) and Section 8.2(b) hereof shall in no event exceed ten percent (10%percent) of the Transaction Value existing claims against the third party and the provision of all relevant documentation and assistance reasonably required to enforce the claims against the third party (Section 14.4(b) to apply mutatis mutandis) (Third Party Recovery); (iv) for the avoidance of doubt, any claim is excluded or limited as set out in Section 20.15(b) (Project Ironman); (v) the Losses result from or are increased by the passing of, or any change in, after the date of this Agreement, any applicable law, statute, ordinance, rule, regulation, common law rule or administrative practice of any relevant government, governmental department, agency or regulatory body including (without prejudice to the generality of the Closing Stock Payment and all Milestone Payments and Contingent Earnouts foregoing) any increase in the rates of Taxes or any imposition of Taxes or any withdrawal of relief from Taxes not actually made to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) in effect as of the date of this Agreement (Changes of law); (vi) the final non-appealable determination of such Damages matter has been Disclosed to the Purchasers or the Purchasers have knowledge (within the “Indemnification Cap”). Notwithstanding the foregoing, the limitations on Damages set forth in this Section 8.5 shall not apply to any Damages arising from any fraud by Seller or from Seller’s breach meaning of Section 7.2. Purchaser shall have the right to withhold and subject to resolution of any claim for indemnification in accordance with this Agreement, set off, against any unpaid Milestone Payment or Contingent Earnouts, Damages up to the Indemnification Cap 1.2(i)) thereof (with any set-off against the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) (the “Set-Off Right”Disclosure). In the event that Seller delivers a Notice of Claim seeking Damages in excess of the Indemnification Cap and the Indemnification Cap subsequently increases to a greater value as a result of the occurrence of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification Cap.; or (bvii) The aggregate liability of Purchaser for indemnifiable Damages pursuant the Losses were caused or increased by the Purchasers' failure (in any material respect) to comply with the obligations under Section 8.3(a) hereof shall in no event exceed the Transaction Value of the Closing Stock Payment and any Milestone Stock Payment if actually paid and delivered14.4 which remains unremedied (Procedure). (c) The right to indemnification under this Article 8 and the Set-Off Right shall constitute the sole and exclusive monetary remedy of the Purchaser Indemnitees and the Seller Indemnitees for Damages or otherwise arising from or in connection with this Agreement, including pursuant to Section 8.2 and the Transaction Documents or otherwise with respect to any of the transactions contemplated hereby.

Limitation of Claims. (a) In the absence of fraud, no claim in respect of the representations and warranties contained in this Agreement or in respect of the indemnities relating to such representations and warranties as set out in clause 10.1(a) or clause 10.1(b)(iii) may be made or enforceable unless written notice of such claim, including reasonably detailed particulars thereof, is given by the claimant to the other Party within the Survival Period applicable to such representations and warranties. (b) Subject to any specific limitations contained in this Agreement, including those in clause 10.3(a) and to the timing restrictions contained in article 7, the Parties agree that the period for seeking a remedial order under clause 3.1(a) of the Limitations Act (Alberta) is extended from 2 years to 4 years for all claims that may arise under article 7. (c) Nothing contained in this Agreement shall impose any liability on either Party for indirect or consequential damages including, but not limited to, business loss, loss of profit or economic loss suffered by either Party or their respective successors and assigns. (d) Nothing contained in this Agreement shall impose any liability on any Party for the income tax liabilities of any other Party. (e) The Liability liabilities and indemnities prescribed by clause 10.1 are not a title warranty by Vendor beyond those provided in clause 9.1, and do not provide an extension of Seller any representation or warranty of either Vendor or Purchaser contained in clauses 9.1 or 9.3 hereof. (f) The indemnities provided in clause 10.1 shall be reduced on a dollar for indemnifiable Damages pursuant dollar basis to Section 8.2(athe extent that claims for indemnified losses are actually reimbursed or reimbursable to the Party to be indemnified by insurance carried by that Party. (g) Subject to clause 10.3(h), Vendor shall have no liability for, and Purchaser shall not be payable entitled to any claim for liability or indemnity for Losses hereunder unless and until each of the following conditions is satisfied: (i) each particular claim in question, as agreed or as ultimately determined by a court of competent jurisidiction, exceeds $100,000; and (ii) the aggregate amount of all Damages suffered such claims by Purchaser, as agreed or incurred as ultimately determined by a court of competent jurisdiction, exceeds $500,000 Upon the Purchaser Indemnitees collectively exceeds one hundred thousand U.S. dollars (aggregate of such claims exceeding $100,000); thereafter500,000, a Purchaser Indemnitee the Vendor shall be entitled required to seek compensation for Damagesbe liable to, and Seller shall be responsible for the payment or to indemnify for, only that amount of Damages to the extent such Losses which are in excess of one hundred thousand U.S. dollars $500,000, and then only as to those claims that exceed the threshold amount in clause 10.3(g)(i) above. ($100,000). The aggregate liability of Seller for indemnifiable Damages pursuant to Section 8.2(ah) and Section 8.2(b) hereof shall Notwithstanding anything contained herein, in no event exceed ten percent (10%) shall the total liabilities and indemnities of the Transaction Value of the Closing Stock Payment and all Milestone Payments and Contingent Earnouts actually made to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) as of the date of the final non-appealable determination of such Damages (the “Indemnification Cap”). Notwithstanding the foregoing, the limitations on Damages set forth in this Section 8.5 shall not apply to any Damages arising from any fraud by Seller or from Seller’s breach of Section 7.2. Purchaser shall have the right to withhold and subject to resolution of any claim for indemnification in accordance with this Agreement, set off, against any unpaid Milestone Payment or Contingent Earnouts, Damages up to the Indemnification Cap (with any set-off against the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) (the “Set-Off Right”). In the event that Seller delivers a Notice of Claim seeking Damages in excess of the Indemnification Cap and the Indemnification Cap subsequently increases to a greater value as a result of the occurrence of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification Cap. (b) The aggregate liability of Purchaser for indemnifiable Damages pursuant to Section 8.3(a) hereof shall in no event exceed the Transaction Value of the Closing Stock Payment and any Milestone Stock Payment if actually paid and delivered. (c) The right to indemnification Vendor under this Article 8 and the Set-Off Right shall constitute the sole and exclusive monetary remedy of the Purchaser Indemnitees and the Seller Indemnitees for Damages or otherwise arising from or in connection with this Agreement, Agreement (including pursuant to Section 8.2 and the Transaction Documents or otherwise with respect but not limited to any claims relating to its representations and warranties in clause 9.1, any claims for liability and indemnity under clause 10.1, or any interest accruing in connection with those or any other claims) exceed $75,000,000. (i) The provisions of this article 10 shall survive after the transactions contemplated herebydate hereof for the benefit of Vendor and Purchaser.

Limitation of Claims. (a) Franchisee and the Bound Parties agree -------------------- not to bring any claim asserting that any of the Marks are generic or otherwise invalid. Any claims between the parties must be commenced within one year from the occurrence of the facts giving rise to such claim, or such claim shall be barred. The Liability parties understand that such time limit may be shorter than otherwise allowed by law. Franchisee agrees that its sole recourse for claims arising between the parties shall be against Franchisor or its successors and assigns. Franchisee agrees that the shareholders, directors, officers, and employees and agents of Seller for indemnifiable Damages pursuant to Section 8.2(a) the Franchisor and its affiliates shall not be payable unless personally liable nor named as a party in any action between the Franchisor and until Franchisee; provided that this shall not preclude claims Franchisee may have directly against an Area Director. Franchisor and Franchisee further agree that, in connec-tion with any such proceeding, each must submit or file any claim which would constitute a compulsory counterclaim (as defined by rule 13 of the aggregate amount Federal Rules of all Damages suffered Civil Procedure) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or incurred by filed as described above will be forever barred. Franchisor and Franchisee agree that any proceeding will be conducted on an individual, not a class-wide, basis, and that a proceeding between Franchisor -and Franchisee or the Purchaser Indemnitees collectively exceeds one hundred thousand U.S. dollars ($100,000); thereafter, a Purchaser Indemnitee shall Bound Parties -may not be consolidated with any other proceeding between Franchisor and any other person or entity. No party will be entitled to seek compensation for Damages, and Seller shall be responsible for the payment an award of Damages to the extent in excess of one hundred thousand U.S. dollars punitive or exemplary damages ($100,000). The aggregate liability of Seller for indemnifiable Damages pursuant to Section 8.2(a) and Section 8.2(b) hereof shall in no event exceed ten percent (10%) of the Transaction Value of the Closing Stock Payment and all Milestone Payments and Contingent Earnouts actually made to Seller pursuant to Section 2.6 (with the Milestone Stock Payment valued based upon the Transaction Value of the Milestone Stock Payment) as of the date of the final non-appealable determination of such Damages (the “Indemnification Cap”). Notwithstanding the foregoing, the limitations on Damages set forth in provided that this Section 8.5 limitation shall not apply to any Damages arising from any fraud by Seller statutory penalties such as those set forth in 15 U.S.C. 1117(a)). No previous course of dealing shall be admissible to explain, modify, or from Seller’s breach contradict the terms of Section 7.2. Purchaser shall have the right to withhold and subject to resolution of any claim for indemnification in accordance with this Agreement, set off, against any unpaid Milestone Payment or Contingent Earnouts, Damages up . No implied covenant of good faith and fair dealing shall be used to alter the Indemnification Cap (with any set-off against the Milestone Stock Payment valued based upon the Transaction Value express terms of the Milestone Stock Payment) (the “Set-Off Right”). In the event that Seller delivers a Notice of Claim seeking Damages in excess of the Indemnification Cap and the Indemnification Cap subsequently increases to a greater value as a result of the occurrence of a Milestone and the related obligation of a Milestone Payment or Contingent Earnouts, Purchaser shall thereafter be entitled to received additional Damages or set off Damages in the amount of the subsequently increased Indemnification Capthis Agreement. (b) The aggregate liability of Purchaser for indemnifiable Damages pursuant to Section 8.3(a) hereof shall in no event exceed the Transaction Value of the Closing Stock Payment and any Milestone Stock Payment if actually paid and delivered22. SECURITY INTEREST 22. (c) The right to indemnification under this Article 8 and the Set-Off Right shall constitute the sole and exclusive monetary remedy of the Purchaser Indemnitees and the Seller Indemnitees for Damages or otherwise arising from or in connection with this Agreement, including pursuant to Section 8.2 and the Transaction Documents or otherwise with respect to any of the transactions contemplated hereby.