Common use of Limitation on Indemnification, Mitigation Clause in Contracts

Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained in this Agreement, neither Sellers nor Purchaser shall be liable for any claim for indemnification pursuant to Section 8.2(a)(i) (other than with respect to the Seller Specified Representations) or Section 8.3(i) (other than with respect to the Purchaser Specified Representations), as the case may be, (i) for any individual item where the Loss relating thereto is less than Ten Thousand Dollars ($10,000) (the “Per-Claim Deductible”) and (ii) unless and until the aggregate amount of all such indemnifiable Losses which may be recovered from Sellers or Purchaser, as the case may be, equals or exceeds Four-Hundred Fifty Thousand Dollars ($450,000), in which case Sellers or Purchaser, as the case may be, shall be liable only for the amount of the Losses in excess of such amount. It is further agreed that the maximum aggregate amount of indemnifiable Losses which may be recovered for indemnification (A) pursuant to Section 8.2(a)(i) (other than with respect to the Seller Specified Representations), shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars ($13,500,000) and (B) pursuant to Section 8.3(i) shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars ($13,500,000). It is understood and agreed that the limitations contained in this Section 8.4 are separate and distinct from those contained in Section 8.2(c)(i). (b) Purchaser acknowledges and agrees that Sellers shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by Purchaser (other than actions taken by Purchaser to exercise or enforce its rights under this Agreements and any actions related thereto) after the Closing Date. Purchaser shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Loss. (c) Sellers acknowledge and agree that Purchaser shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by a Seller (other than actions taken by any such Seller to exercise or enforce its rights under this Agreements and any actions related thereto) after the Closing Date. Each Seller shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Loss. (d) Notwithstanding anything in this Agreement to the contrary, except for any liability of Sellers under ARTICLE VII, Section 8.2(a)(iii) and Section 8.2(a)(iv), the aggregate liability of Sellers under this Agreement with respect to Losses to Purchaser Indemnitees for indemnification with respect to this Agreement shall not be in excess of the

Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained in this Agreement, neither Sellers Seller nor Purchaser shall be liable for any claim for indemnification pursuant to Section 8.2(a)(i) (other than with respect to the Seller Specified RepresentationsSection 3.3(b)), Section 8.2(a)(ii) arising out of a breach of Section 5.2 or Section 8.3(i) (other than with respect to the Purchaser Specified Representations), as the case may be, (i) for any individual item where the Loss relating thereto is less than Ten Thousand Dollars ($10,000) (the “Per-Claim Deductible”) and (ii) unless and until the aggregate amount of all such indemnifiable Losses which may be recovered from Sellers Seller or Purchaser, as the case may be, equals or exceeds Four-Six Million Four Hundred Fifty Thousand Dollars ($450,0006,400,000), in which case Sellers Seller or Purchaser, as the case may be, shall be liable only for the amount of the Losses in excess of such amount. It is further agreed that the maximum aggregate amount of indemnifiable Losses which may be recovered for indemnification (Ai) pursuant to Section 8.2(a)(i) (other than with respect to Section 3.3(b)) and Section 8.2(a)(ii) arising out of a breach of Section 5.2, as the Seller Specified Representations)case may be, shall be an amount equal to Thirteen Sixty-Four Million Five Hundred Thousand Dollars ($13,500,00064,000,000) and (Bii) pursuant to Section 8.3(i) shall be an amount equal to Thirteen Sixty-Four Million Five Hundred Thousand Dollars ($13,500,000). It is understood and agreed that the limitations contained in this Section 8.4 are separate and distinct from those contained in Section 8.2(c)(i64,000,000). (b) Purchaser acknowledges and agrees that Sellers Seller shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by Purchaser or any other Person (other than actions taken by Purchaser to exercise or enforce its rights under Seller and the Seller Entities in breach of this Agreements and any actions related theretoAgreement) after the Closing Date. Purchaser shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, including incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Loss. (c) Sellers acknowledge Seller acknowledges and agree agrees that Purchaser shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by a Seller or any other Person (other than actions taken by any such Seller to exercise or enforce its rights under Purchaser in breach of this Agreements and any actions related theretoAgreement) after the Closing Date. Each Seller shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, including incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Loss. (d) Notwithstanding anything in this Agreement to the contrary, except for any liability of Sellers under ARTICLE VII, Section 8.2(a)(iii) and Section 8.2(a)(iv), the aggregate liability of Sellers Seller under this Agreement with respect to Losses to Purchaser Indemnitees for indemnification with respect to this Agreement shall not be in excess of thethe total amount of proceeds received by Seller in connection with the transactions contemplated by this Agreement.

Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained in this Agreement, neither (i) the Sellers nor Purchaser shall not be liable for any claim for indemnification pursuant to Section 8.2(a)(i9.2(a)(i) and/or Section 9.2(a)(ii) (other than except in respect of the Fundamental Representations, with respect any breaches of or inaccuracies in such Fundamental Representations not being subject to the Seller Specified Representations) or limitations set forth in this Section 8.3(i) (other than with respect to the Purchaser Specified Representations9.3(a), as the case may be, (i) for any individual item where the Loss relating thereto is less than Ten Thousand Dollars ($10,000) (the “Per-Claim Deductible”) and (ii) unless and until the aggregate amount of all such indemnifiable Qualifying Losses which that may be recovered from the Sellers or Purchaser, as the case may be, a group equals or exceeds Four-Hundred Fifty Thousand Dollars $1,518,750 ($450,000the “Deductible”), in which case the Sellers or Purchaser, as the case may be, shall be liable only for the aggregate amount of the such Qualifying Losses in excess of the Deductible; (ii) in respect of such amount. It is further agreed that Qualifying Losses in excess of the Deductible, the maximum aggregate amount of indemnifiable such Qualifying Losses which that may be recovered by the Buyer Indemnitees for indemnification (A) pursuant to Section 8.2(a)(i9.2(a)(i) and/or Section 9.2(a)(ii) (other than except in respect of the Fundamental Representations, with respect any breaches of or inaccuracies in such Fundamental Representations not being subject to the Seller Specified Representationslimitations set forth in this Section 9.3(a), ) shall in no event be an greater than the amount equal then remaining in the Indemnity Escrow Account after giving effect to Thirteen Million Five Hundred Thousand Dollars ($13,500,000) and (B) all payments made pursuant to Section 8.3(i2.7(f), if any (the “Indemnity Cap”); and (iii) shall any such Qualifying Losses that may be an amount equal recovered by the Buyer Indemnitees for indemnification pursuant to Thirteen Million Five Hundred Thousand Dollars Section 9.2(a)(i) and/or Section 9.2(a)(ii) ($13,500,000). It is understood and agreed that except in respect of the Fundamental Representations, with any breaches of or inaccuracies in such Fundamental Representations not being subject to the limitations contained set forth in this Section 8.4 are separate and distinct from those contained 9.3(a)) in Section 8.2(c)(i)excess of the Indemnity Cap shall solely be recoverable against the R&W Insurance Policy. (b) Purchaser acknowledges and agrees that Sellers shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by Purchaser (other than actions taken by Purchaser to exercise or enforce its rights under this Agreements and any actions related thereto) Buyer and, after the Closing Date. Purchaser Closing, the Company shall take and shall cause its their respective Affiliates to take all use commercially reasonable steps efforts to mitigate any Loss required for which any of them could be entitled to be taken in accordance with applicable Law indemnification under this Article IX upon becoming aware of any event which that would reasonably be expected to, or doesdoes actually, give rise thereto, including, if so required, including incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to such Loss; provided, that such actions will not cause any adverse consequences to any Buyer Indemnitee, the LossCompany, any of its Subsidiaries or any of their respective Affiliates. To the extent that the funds in the Indemnity Escrow Account are exhausted and a Buyer Indemnitee incurs Losses for which Buyer is entitled to indemnification pursuant to Section 9.2(a)(i) and Section 9.2(a)(ii), Buyer shall use commercially reasonable efforts to seek recovery under the R&W Insurance Policy, up to the limits of such policy, prior to enforcing its rights to indemnification under this Agreement. For the avoidance of doubt, such commercially reasonable efforts will not include or require a Buyer Indemnitee to (i) commence any Actions against the R&W Insurer or (ii) seek recovery under the R&W Insurance Policy with respect to Pre-Closing Reorganization Liabilities or any other matter for which coverage is excluded thereunder, and the preceding sentence will not preclude the Buyer Indemnitees from making claims against the Sellers hereunder in order to preserve their right to indemnification hereunder. (c) Sellers acknowledge and agree Except as provided in the first sentence of Section 9.6 or in respect of any Loss or Losses that Purchaser are Pre-Closing Reorganization Liabilities, in no event shall not have any liability Seller be responsible for any indemnifiable Loss or Losses under any provision of this Agreement for any Loss to in excess of the extent that product of (i) the Purchase Price and (ii) such Loss relates to any action taken by a Seller (other than actions taken by any such Seller to exercise or enforce its rights under this Agreements and any actions related thereto) after the Closing Date. Each Seller shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the LossSeller’s Share-Based Payout Percentage. (d) Any indemnifiable claim with respect to any breach or nonperformance by any party of a representation, warranty, covenant or agreement shall be limited to the Losses sustained and incurred by the indemnified party by reason of such breach or nonperformance. Notwithstanding anything in this Agreement to the contrary, except no party shall be indemnified or reimbursed for any liability Loss arising or resulting from any change in applicable Law or GAAP from and after the Closing Date. (e) No indemnified party shall be entitled to recover Losses in respect of Sellers under ARTICLE VII, Section 8.2(a)(iii) and Section 8.2(a)(iv), the aggregate liability of Sellers under this Agreement any claim or otherwise obtain reimbursement or restitution more than once with respect to Losses to Purchaser Indemnitees for indemnification with respect to this Agreement shall not be in excess of theany claim hereunder.

Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained in this Agreement, neither Sellers nor Purchaser (i) Buyer shall not be liable indemnified for any claim for indemnification pursuant to Section 8.2(a)(i) (other than with respect to the Seller Specified Representations) or Section 8.3(i) (other than with respect to the Purchaser Specified Representations), as the case may be, (i) for any individual item where the Loss relating thereto is less than Ten Thousand Dollars ($10,000) (the “Per-Claim Deductible”) and (ii) 8.2 unless and until the aggregate amount of all such indemnifiable Qualifying Losses which that may be recovered from Sellers or Purchaser, as the case may be, for indemnification pursuant to Section 8.2 equals or exceeds Four-Hundred Fifty Thousand Dollars $360,000 ($450,000the “Deductible”), in which case Sellers or Purchaser, as the case may be, Buyer shall be liable only for entitled to recover the aggregate amount of the Qualifying Losses in excess of such amount. It is further agreed that the Deductible and (ii) the maximum aggregate amount of indemnifiable Losses which that may be recovered for by Buyer through indemnification (A) pursuant to Section 8.2(a)(i) (other than with respect to the Seller Specified Representations), 8.2 shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars ($13,500,000) and (B) pursuant to Section 8.3(i) shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars ($13,500,000). It is understood and agreed that the limitations contained in this Section 8.4 are separate and distinct from those contained in Section 8.2(c)(i)5,000,000. (b) Purchaser acknowledges and agrees that Sellers Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not have any liability under any provision of this Agreement be indemnified for any Loss in connection with this Agreement to the extent that such Loss relates to (i) any action taken by Purchaser Buyer or any other Person (other than actions taken by Purchaser Seller) in breach of this Agreement, (ii) any liability of the Acquired Companies for Taxes with respect to exercise any Tax period (or enforce its rights under this Agreements and any actions related theretoa portion thereof) that begins after the Closing Date, or (iii) any breach of a representation, warranty or covenant if Buyer or any of its Affiliates or Representatives had knowledge of such breach on the date hereof or at the time of Closing. Purchaser Buyer shall take and shall cause its Affiliates and Representatives to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected toLoss, or does, give rise thereto, including, if so required, including incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which that gives rise to the Loss. (c) Sellers acknowledge and agree that Purchaser shall not have any liability under any provision For purposes of this Agreement for Article VIII, any Loss to the extent that such Loss relates inaccuracy in or breach of any representation or warranty shall be determined without regard to any action taken by a Seller (materiality, Material Adverse Effect or other than actions taken by any similar qualification contained in or otherwise applicable to such Seller to exercise representation or enforce its rights under this Agreements and any actions related thereto) after the Closing Date. Each Seller shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Losswarranty. (d) Notwithstanding anything in this Agreement to the contrary, except for any liability of Sellers under ARTICLE VII, Section 8.2(a)(iii) and Section 8.2(a)(iv), the aggregate liability of Sellers under this Agreement with respect to Losses to Purchaser Indemnitees for indemnification with respect to this Agreement shall not be in excess of the

Limitation on Indemnification, Mitigation. (a) Notwithstanding anything Except in the case of fraud by the Equityholders relating to the contrary contained in this Agreement, (i) neither Sellers the Parent Indemnitees nor Purchaser the Company Indemnitees shall be liable indemnified for any claim for indemnification pursuant to Section 8.2(a)(i8.2(a) and (other than with respect to the Seller Specified Representationsb) or Section 8.3(i) (other than with respect to the Purchaser Specified Representations8.3(a), as the case may be, (i) for any individual item where the Loss relating thereto is less than Ten Thousand Dollars ($10,000) (the “Per-Claim Deductible”) and (ii) unless and until the aggregate amount of all such indemnifiable Losses which may be recovered from Sellers by the Parent Indemnitees (as a group) or Purchaserthe Company Indemnitees (as a group), as the case may be, equals or exceeds Four-Four Hundred Fifty Eighty Thousand Dollars ($450,000480,000) (the “Deductible”), in which case Sellers the Parent Indemnitees (as a group) or Purchaserthe Company Indemnitees (as a group), as the case may be, shall be liable only for entitled to recover the aggregate amount of the Losses in excess of such amount. It is further agreed that the Deductible and (ii) the maximum aggregate amount of indemnifiable Losses which that may be recovered for indemnification (A) pursuant to Section 8.2(a)(i) (other than with respect to the Seller Specified Representations), under this Agreement shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars the Escrow Amount; provided, however, that ($13,500,000A) the limitations set forth in Section 8.4(a)(i) shall not apply to Losses incurred by (1) any Parent Indemnitee in connection with or arising from any breach of any representation or warranty of the Company in the second sentence of Section 3.1 or Sections 3.2(a), 3.3, 3.10, 3.12, or 3.14 and (2) any Company Indemnitees in connection with or arising from any breach of any representation or warranty of Parent or Merger Sub in Sections 4.1, 4.2(a) or 4.4, and (B) pursuant the limitations set forth in Section 8.4(a)(ii) shall not apply to any Losses resulting from a breach of the Company’s representations and warranties in Sections 3.2(a) or 3.3 (the “Fundamental Reps”) or the Parent’s representations and warranties in Section 8.3(i4.2(a) or 4.4. Solely for purposes of this Article VIII, all representations and warranties of the Company in Article III (other than Sections 3.6 and 3.24) shall be an amount equal construed as if the term “material” and any reference to Thirteen Million Five Hundred Thousand Dollars “Material Adverse Effect” ($13,500,000). It is understood and agreed that the limitations contained in this Section 8.4 are separate variations thereof) were omitted from such representations and distinct from those contained in Section 8.2(c)(i)warranties. (b) Purchaser acknowledges and agrees that Sellers shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by Purchaser (other than actions taken by Purchaser to exercise or enforce its rights under this Agreements and any actions related thereto) after the Closing Date. Purchaser Parent shall take and shall cause its Affiliates (including the Surviving Corporation) to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, including incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Loss. No Common Equityholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (c) Sellers Parent and Merger Sub acknowledge and agree that Purchaser no portion of the consideration paid hereunder is attributable to the Company’s net operating losses, and correspondingly, (i) no representation or warranty is made as to the amount of the Company’s net operating losses, and (ii) Parent and Merger Sub only shall not have Losses (and any liability under any provision right to indemnification) as a result of this Agreement for any Loss a breach of a representation or warranty with respect to Taxes to the extent that such Loss relates the Company is required to any action taken by pay additional cash Taxes or additional cash Losses for a Seller taxable period (other than actions taken by any such Seller or portion thereof) ending on or prior to exercise or enforce its rights under this Agreements and any actions related thereto) after the Closing Date. Each Seller shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Loss. (d) Notwithstanding anything in this Agreement to the contrary, except for any liability of Sellers under ARTICLE VII, Section 8.2(a)(iii) and Section 8.2(a)(iv), the aggregate liability of Sellers under this Agreement with respect to Losses to Purchaser Indemnitees for indemnification with respect to this Agreement shall not be in excess of the

Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained in this Agreement, neither Sellers nor Purchaser Presstek shall not be liable for any claim for indemnification pursuant to Section 8.2(a)(i10.2, unless and until one or more Claim Certificates (as defined below) (other than with respect to identifying Qualifying Losses under Section 10.2 hereof in excess of $80,000 in the Seller Specified Representations) or Section 8.3(i) (other than with respect to the Purchaser Specified Representations), as the case may be, (i) for any individual item where the Loss relating thereto is less than Ten Thousand Dollars ($10,000) aggregate (the “Per-Claim DeductibleThreshold Amount”) and (ii) unless and until the aggregate amount of all such indemnifiable Losses which may be recovered from Sellers has or Purchaser, as the case may be, equals or exceeds Four-Hundred Fifty Thousand Dollars ($450,000)have been delivered to Presstek pursuant to Section 10.6, in which case Sellers or Purchaser, as the case may be, Parent shall be entitled to recover all Losses so identified without regard to the Threshold Amount from the first dollar of such Losses; provided, that Presstek shall only be liable only for the amount of the Losses any individual Loss (that is not related to any other Loss) in excess of such amount$5,000 (a “Qualifying Loss”). It is further agreed that Notwithstanding anything herein to the maximum aggregate amount of indemnifiable Losses which may contrary, a Parent Indemnified Party shall be recovered for indemnification entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses incurred pursuant to Section 8.2(a)(i) clauses (other than with respect to the Seller Specified Representationsiii), shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars ($13,500,000iv), (v), (vi) and (vii) of Section 10.2(a) hereof, and (B) pursuant to Section 8.3(i) shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars ($13,500,000). It is understood and agreed that the limitations contained in this Section 8.4 are separate and distinct Losses resulting from those any breach of representation or warranty contained in Section 8.2(c)(i3.1 (Good Standing; Good Standing and Corporate Power), Section 3.2(a) (Authorization), and Section 3.15 (Broker’s or Finder’s Fee). (ba) Purchaser Parent acknowledges and agrees that Sellers Presstek shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by Purchaser Parent, the Surviving Corporation or any other Person (other than actions taken by Purchaser the Company prior to exercise or enforce its rights under the Closing in breach of this Agreements and any actions related theretoAgreement) after the Closing Date. Purchaser Parent shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, including incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Loss. (cb) Sellers acknowledge Presstek acknowledges and agree agrees that Purchaser Parent shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by a Seller Presstek or any other Person (other than actions taken by any such Seller to exercise Parent, Merger Sub or enforce its rights under the Surviving Corporation in breach of this Agreements and any actions related theretoAgreement) after the Closing Date. Each Seller Presstek shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, including incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Loss. (d) Notwithstanding anything in this Agreement to the contrary, except for any liability of Sellers under ARTICLE VII, Section 8.2(a)(iii) and Section 8.2(a)(iv), the aggregate liability of Sellers under this Agreement with respect to Losses to Purchaser Indemnitees for indemnification with respect to this Agreement shall not be in excess of the

Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained in this Agreement, neither (i) the Sellers nor Purchaser shall not be liable for any claim for indemnification pursuant to Section 8.2(a)(i9.2(a)(i) (other than except in respect of the Fundamental Representations, with respect any breaches of or inaccuracies in such Fundamental Representations not being subject to the Seller Specified Representations) or limitations set forth in this Section 8.3(i) (other than with respect to the Purchaser Specified Representations9.3(a), as the case may be, (i) for any individual item where the Loss relating thereto is less than Ten Thousand Dollars ($10,000) (the “Per-Claim Deductible”) and (ii) unless and until the aggregate amount of all such indemnifiable Qualifying Losses which may be recovered from the Sellers or Purchaser, as the case may be, a group equals or exceeds Four-Hundred Fifty Thousand Dollars the Deductible and ($450,000), in which case Sellers or Purchaser, as the case may be, shall be liable only for the amount of the Losses in excess of such amount. It is further agreed that ii) the maximum aggregate amount of indemnifiable Qualifying Losses which may be recovered by Buyer for indemnification (A) pursuant to Section 8.2(a)(i9.2(a)(i) (other than except in respect of the Fundamental Representations, with respect any breaches of or inaccuracies in such Fundamental Representations not being subject to the Seller Specified Representationslimitations set forth in this Section 9.3(a), ) shall in no event be an greater than the amount equal remaining in the Escrow Fund after giving effect to Thirteen Million Five Hundred Thousand Dollars ($13,500,000) and (B) all payments made pursuant to Section 8.3(i) shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars 2.6(f), if any ($13,500,000). It is understood and agreed that the limitations contained in this Section 8.4 are separate and distinct from those contained in Section 8.2(c)(i“Indemnity Cap”). (b) Purchaser acknowledges and agrees that Sellers shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by Purchaser (other than actions taken by Purchaser to exercise or enforce its rights under this Agreements and any actions related thereto) Buyer and, after the Closing Date. Purchaser Closing, the Company shall take and shall cause its their respective Affiliates to take all use commercially reasonable steps efforts to mitigate any Loss required for which any of them could be entitled to be taken in accordance with applicable Law indemnification under this Article IX upon becoming aware of any event which would reasonably be expected to, or doesdoes actually, give rise thereto, including, if so required, including incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the such Loss. (c) Sellers acknowledge and agree that Purchaser Except as provided in the first sentence of Section 9.6, in no event shall not have any liability under any provision of this Agreement Seller be responsible (i) for any indemnifiable Loss or Losses in excess of such Seller’s Payout Percentage of the Purchase Price, excluding the Holdback Amount unless paid to the extent that such Sellers and (ii) for any indemnifiable Loss relates to any action taken by a Seller (other than actions taken by any such Seller to exercise or enforce its rights under this Agreements and any actions related thereto) after the Closing Date. Each Seller shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, incurring costs only to the minimum extent necessary Losses pursuant to applicable Law to remedy the breach which gives rise to the Section 9.2(a)(i), (ii) or (iii) in excess of such Seller’s Payout Percentage of such Loss. (d) Any indemnifiable claim with respect to any breach or nonperformance by any party of a representation, warranty, covenant or agreement shall be limited to the Losses sustained and incurred by the indemnified party by reason of such breach or nonperformance reduced by an amount equal to any cash Tax benefit actually realized as a result of the utilization of the deductions resulting directly from such Loss by the indemnified party prior to the end of the year such indemnification payment is made, computed on a with and without basis, treating all such deductions as the last item of deduction available to the Indemnified Party. Notwithstanding anything in this Agreement to the contrary, except no party shall be indemnified or reimbursed for any liability Loss arising or resulting from any change in applicable Law or GAAP from and after the Closing Date. No indemnified party shall be entitled to recover Losses in respect of Sellers under ARTICLE VII, Section 8.2(a)(iii) and Section 8.2(a)(iv), the aggregate liability of Sellers under this Agreement any claim or otherwise obtain reimbursement or restitution more than once with respect to Losses to Purchaser Indemnitees for indemnification with respect to this Agreement shall not be in excess of theany claim hereunder.

Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained in this Agreement, neither Sellers Seller and the Shareholder nor Purchaser shall be liable for any claim claims for indemnification pursuant to Section 8.2(a)(i) (other than with respect to the Seller Specified Representations6.2(i) or Section 8.3(i) (other than with respect to the Purchaser Specified Representations6.3(i), as the case may be, (i) for any individual item where the Loss relating thereto is less than Ten or equal to Five Thousand Dollars ($10,0005,000) (the “Per-Claim Deductible”) and (ii) unless and until the aggregate amount of all such indemnifiable Losses which may be recovered from Sellers or Purchaser, as the case may be, equals or exceeds Four-Hundred Fifty Thousand Dollars ($450,000), in which case Sellers Seller and the Shareholder or Purchaser, as the case may be, shall be liable only for the amount of the Losses related to an individual item that are in excess of such amount. It is further agreed that the maximum aggregate amount of indemnifiable Losses which may be recovered for indemnification (A) pursuant to Section 8.2(a)(i) (other than with respect to the Seller Specified Representations), shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars ($13,500,000) and (B) pursuant to Section 8.3(i) shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars ($13,500,000). It is understood and agreed that the limitations contained in this Section 8.4 are separate and distinct from those contained in Section 8.2(c)(i)Per-Claim Deductible. (b) The provisions of Section 6.4(a) shall not apply to indemnifiable Losses resulting from, arising out of, or based upon any fraud or intentional misrepresentation by any party. (c) Purchaser acknowledges and agrees that Sellers neither Seller nor the Shareholder shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by Purchaser or any other Person (other than actions taken by Purchaser to exercise or enforce its rights under Seller in breach of this Agreements and any actions related theretoAgreement) after the Closing Date. Purchaser shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, including incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Loss. (cd) Sellers Seller and the Shareholder acknowledge and agree that Purchaser shall not have any no liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by a Seller (other than actions taken by any such Seller to exercise or enforce its rights under this Agreements and any actions related thereto) after the Closing Date. Each Seller shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, including incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Loss; provided, however, that this Section 6.4(d) shall not be applicable to events arising from Section 5.12 (Possession of Assets Post Closing). (de) Notwithstanding Except as provided in this Section 6.4(e), notwithstanding anything in this Agreement to the contrary, except for any liability of Sellers under ARTICLE VII, Section 8.2(a)(iii(i) and Section 8.2(a)(iv), the aggregate liability of Sellers Seller and the Shareholder under this Agreement with respect to Losses to Purchaser Indemnitees for indemnification with respect to this Agreement shall not be in excess of theFour Hundred Thousand Dollars ($400,000) and (ii) the liability of Purchaser under this Agreement with respect to Losses for indemnification with respect to this Agreement shall not be in excess of Four Hundred Thousand Dollars ($400,000); provided, however, that Liabilities arising under Section 5.1 (Transferred Business Employees and Employee Benefits), Section 5.4 (Novation and Assignment of Contracts) and Section 5.12 (Possession of Assets Post Closing) of this Agreement shall not be limited by this Section 6.4(e).

Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained set forth herein, except in this Agreementthe case of fraud, (i) neither Sellers Parent Indemnitees (as a group) nor Purchaser the Equityholders Indemnitees (as a group), as the case may be, shall be liable indemnified for any claim for indemnification pursuant to Section 8.2(a)(i) (other than with respect to the Seller Specified Representations8.2(a) or Section 8.3(i) (other than with respect to the Purchaser Specified Representations8.3(a), as the case may be, (i) for any individual item where the Loss relating thereto is less than Ten Thousand Dollars ($10,000) (the “Per-Claim Deductible”) and (ii) unless and until the aggregate amount of all such indemnifiable Losses which may be recovered from Sellers Parent or Purchaserthe Indemnification Escrow Fund, as the case may be, equals or exceeds Four-Hundred Fifty Thousand One Million Dollars ($450,0001,000,000), (the "Basket"), in which case Sellers Parent Indemnitees (as a group) or Purchaserthe Equityholders Indemnitees (as a group), as the case may be, shall be liable only for entitled to recover the aggregate amount of all Losses incurred by Parent Indemnitees (as a group) or the Equityholders Indemnitees (as a group), respectively, and not just the amount of that exceeds the Losses in excess of such amount. It is further agreed that Basket and (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered for indemnification (A) pursuant to Section 8.2(a)(i8.2(a) (other than with respect to or Section 8.3(a), as the Seller Specified Representations)case may be, shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars the Indemnification Escrow Amount. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to Losses incurred by ($13,500,000A) any Parent Indemnitee in connection with or arising from any breach of any representation or warranty of the Company in Section 3.1 (Due Organization, Good Standing and Corporate Power), Section 3.2(a) (Authorization), Section 3.3 (Capital Stock), Section 3.10 (Employee Benefit Plans) Section 3.12 (Taxes) and Section 3.14 (Broker's or Finder's Fee), (B) pursuant to any Equityholder Indemnitee in connection with or arising from any breach of any representation or warranty of Parent or Merger Sub in Section 8.3(i4.1 (Due Organization, Good Standing and Corporate Power), Section 4.2(a) (Authorization) and Section 4.4 (Broker's or Finder's Fee), or (C) by and Parent Indemnitee or Equityholder Indemnitee in the case of proven claims of fraud. Solely for purposes of this Article VIII, all representations and warranties of the Company in Article III (other than Section 3.5(b), Section 3.5(c) and Section 3.6 and disclosures of lists of items of a material nature or above a specified threshold) shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars ($13,500,000). It is understood and agreed that construed as if the limitations contained in this Section 8.4 are separate and distinct from those contained in Section 8.2(c)(i). (b) Purchaser acknowledges and agrees that Sellers shall not have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to any action taken by Purchaser (other than actions taken by Purchaser to exercise or enforce its rights under this Agreements term "material" and any actions related theretoreference to "Material Adverse Effect" (and variations thereof) after the Closing Datewere omitted from such representations and warranties. Purchaser Parent shall take and shall cause its Affiliates (including the Surviving Corporation) to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, including incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Loss. (c) Sellers acknowledge and agree that Purchaser . No Equityholder shall not have any liability under any provision right of this Agreement for any Loss to contribution against the extent that such Loss relates to any action taken by a Seller (other than actions taken by any such Seller to exercise Company or enforce its rights under this Agreements and any actions related thereto) after the Closing Date. Each Seller shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss required to be taken in accordance with applicable Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including, if so required, incurring costs only to the minimum extent necessary pursuant to applicable Law to remedy the breach which gives rise to the Loss. (d) Notwithstanding anything in this Agreement to the contrary, except for any liability of Sellers under ARTICLE VII, Section 8.2(a)(iii) and Section 8.2(a)(iv), the aggregate liability of Sellers under this Agreement Surviving Corporation with respect to Losses to Purchaser Indemnitees for indemnification with respect to this Agreement shall not be in excess any breach by the Company of theany of its representations, warranties, covenants or agreements herein.