Common use of Limitation on Indemnification Clause in Contracts

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller shall not be required to indemnify Buyer under Section 9.2 until the aggregate amount of Buyer's claims exceeds $100,000 (the "Threshold Amount"), and if such claims exceed the Threshold Amount, Buyer shall be entitled to recover all of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller (i) Xxxxxxx and the Company Principal shall not be required have liability for amounts payable to indemnify any member of the Buyer under Section 9.2 Group pursuant to her or its indemnification obligations in this Article 8 until --------- the total of all Damages of the Buyer exceeds Ten Thousand Dollars ($10,000) in the aggregate amount of Buyer's claims exceeds $100,000 (the "Threshold Amount"), after which the indemnification obligations of Xxxxxxx and the Company Principals shall include all such Damages as if such claims exceed the Threshold Amount, this Section 8.2(d)(i) were not part of this Agreement. ----------------- (ii) Buyer shall be entitled not have liability for amounts payable to recover any Seller or Company Principal pursuant to its indemnification obligations in this Article 8 until the total of all of its losses, including, without limitation, the amount Damages --------- of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding Sellers and the Company Principals exceeds Ten Thousand Dollars ($10,000) in the aggregate $4,000,000(the "Threshold Amount"), after which the indemnification obligations of Buyer shall include all such Damages as if this Section 8.2(d)(i) were not ----------------- part of this Agreement. 9.5.3(iii) Xxxxxxx and the Company Principal shall not have liability to any member of the Buyer Group pursuant to his or her indemnification obligations in this Article 8 to the extent --------- that the total of all Damages paid by Xxxxxxx and the Company Principals in the aggregate to members of the Buyer Group pursuant to such indemnification obligations exceeds One Hundred Twenty Thousand Dollars ($120,000). The amount payable by Buyer shall not have liability to any Seller or Company Principal pursuant to Buyer with respect its indemnification obligations in this Article 8 to Section 9.2 shall be reduced by the amount --------- extent that the total of any insurance proceeds received all Damages paid by Buyer with respect in the aggregate to losses, liabilities or damagesSellers and the Company Principals pursuant to such indemnification obligations exceeds One Hundred Twenty Thousand Dollars ($120,000). Xxxxxxx shall not have liability to any member of the Buyer Group pursuant to her indemnification obligations in this Article 8 to the extent --------- the total of all Damages paid to members of the Buyer Group by Xxxxxxx exceeds Sixty Thousand Dollars ($60,000), and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect Company Principals shall not have liability to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason member of the payment or incurrence by Buyer Group pursuant to such Company Principal's liability obligation in this Article 8 to the extent the total --------- of all damages paid to the member of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to Buyer Group by such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5Company Principal exceeds Thirty Thousand Dollars ($30,000). Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 clause (iii) shall ------------ not apply to indemnification claims brought any intentional breach by Buyer relating to the liabilities any Seller or Company Principal of any representation, warranty, covenant or agreement of such Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4or Company Principal.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. (a) Subject to Section 8.4(e), Seller shall will not be required to indemnify Buyer under Purchaser Indemnified Parties with respect to the matters covered by Section 9.2 until 8.2(a) or Section 8.2(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation), except to the extent that (i) the Damages actually incurred by the Purchaser Indemnified Parties related to any claim or series of related claims based on the same or a similar set of operative facts or circumstances pursuant to Section 8.2(a) or Section 8.2(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) exceeds $[***] (a “Seller Indemnifiable Claim”) and (ii) the cumulative amount of Damages actually incurred by Purchaser Indemnified Parties as a result of all Seller Indemnifiable Claims pursuant to Section 8.2(a) or Section 8.2(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) exceeds $[***] (the “Deductible Amount”), at which xxxx Xxxxxx shall be obligated to indemnify the Purchaser Indemnified Parties for the cumulative amount of Damages of all such Seller Indemnifiable Claims incurred by the Purchaser Indemnified Parties as a result of Seller Indemnifiable Claims pursuant to Section 8.2(a) or Section 8.2(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) in excess of the Deductible Amount. (b) Subject to Section 8.4(e), Purchaser will not be required to indemnify Seller Indemnified Parties with respect to the matters covered by Section 8.3(a) or Section 8.3(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation), except to the extent that (i) the Damages actually incurred by the Seller Indemnified Parties related to any claim or series of related claims based on the same or a similar set of operative facts or circumstances pursuant to pursuant to Section 8.3(a) or Section 8.3(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) exceeds $[***](a “Purchaser Indemnifiable Claim”) and (ii) the cumulative amount of Damages actually incurred by Seller Indemnified Parties as a result of all Purchaser Indemnifiable Claims pursuant to Section 8.3(a) or Section 8.3(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) exceeds the Deductible Amount, at which time Purchaser shall be obligated to indemnify the Seller Indemnified Parties for the cumulative amount of Damages of all such Purchaser Indemnifiable Claims incurred by the Seller Indemnified Parties as a result of Purchaser Indemnifiable Claims pursuant to Section 8.3(a) or Section 8.3(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) in excess of the Deductible Amount. (c) Subject to Section 8.4(e), (i) the total amount of the payments that Seller can be required to make pursuant to Section 8.2(a) or Section 8.2(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) will be limited in the aggregate to a maximum amount of Buyer's claims exceeds equal to $100,000 [***] (the "Threshold “Cap Amount"”), and if such claims Seller’s cumulative liability pursuant to Sections 8.2(a), 8.2(b), 8.2(c), 8.2(d), 8.2(e) and 8.2(f) will in no event exceed the Threshold Amount, Buyer shall be entitled to recover all of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Sellerthe Purchase Price. 9.5.4. (d) Subject to Section 8.4(e), (i) the total amount of the payments that Purchaser can be required to make pursuant to Section 8.3(a) or Section 8.3(b) (other than with respect to (e) After the Closing DateClosing, the right of Purchaser and Seller to assert indemnification claims and receive indemnification payments pursuant to this Section 8 will be the sole and exclusive right and remedy exercisable by Purchaser or Seller with respect to the purchase of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made the Specified Assets and the other transactions contemplated by this Agreement and the Ancillary Agreements (including the certificates and documents delivered pursuant to this Agreement and the Ancillary Agreements) (other than the Transition Services Agreement and the Acceptable Pre- Novation Agreement, with respect to which any dispute or claim arising under such agreement will be subject to the terms thereof; provided that any claim for indemnification arising under the Acceptable Pre-Novation Agreement will be governed by this Section 8); provided, however, that this Section 8.4(e) shall be not prevent Purchaser or Seller from (i) asserting a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoingFraud against Seller or Purchaser, the Threshold Amount and other limitations contained in this Section 9.5 as applicable, which Fraud claim shall not apply to indemnification claims brought by Buyer relating be subject to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit limitations set forth in Sections 8.4(a) through Section 8.4(d) or (ii) seeking specific performance pursuant to Section 2.5.4.9.5. 8.5

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. (a) Seller shall not be required have any liability to indemnify any Buyer under Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 9.2 9.1(a)(i) until such time as the aggregate amount of Buyer's claims exceeds all such Losses shall collectively exceed $100,000 (the "Threshold Amount"“Seller’s Deductible”) (after which point Seller will be obligated to indemnify the Buyer Indemnified Parties from and against Losses in excess of Seller’s Deductible). Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 9.1(a)(i) shall be $3,000,000 (the “Cap”), and if such claims exceed (ii) the Threshold Amount, maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 9.1(a)(ii) shall be equal to the Aggregate Purchase Price received by Seller. (b) Buyer shall be entitled not have any liability to recover all any Seller Indemnified Party with respect to Losses arising out of its losses, including, without limitation, any of the matters referred to in Section 9.1(b)(i) until such time as the amount of all such Losses shall collectively exceed $100,000 (the Threshold Amount“Buyer’s Deductible”) (after which point Buyer will be obligated to indemnify the Seller Indemnified Parties from and against Losses in excess of Buyer’s Deductible). 9.5.2. Seller's liability under (c) Notwithstanding anything to the contrary in this Agreement, (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Buyer by the Seller Indemnified Parties pursuant to Section 9.2 9.1(b)(i) shall be limited equal to losses the Cap, (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Buyer by the Seller Indemnified Parties pursuant to Section 9.1(b)(ii) shall be equal to the Aggregate Purchase Price received by Seller, and (iii) the Cap shall not apply to Claims in respect of the breach by Seller of Seller’s Specified Representations, or damages not exceeding any covenants in Sections 6.1 through 6.7, for which Claims the aggregate $4,000,000dollar amount of all payments Seller shall be obligated to make pursuant to this Article IX shall be equal to the Aggregate Purchase Price received by Seller (d) A Party may not assert a claim for indemnification based on a breach by the other Party of a representation, warranty, or covenant if the Indemnified Party had actual knowledge or should have had knowledge of such breach before the Closing. 9.5.3. The amount payable by (e) Any entitlement of any Buyer Indemnified Party or Seller Indemnified Party to Buyer with respect to Section 9.2 make a claim under this Agreement shall be reduced by the amount determined without duplication of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) recovery by reason of the payment or incurrence by Buyer state of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event facts giving rise to such lossesclaim constituting a breach of more than one representation, liabilities warranty or damagescovenant. (f) The Parties shall cooperate with each other with respect to resolving any Claim, Liability or Loss for which indemnification may be required hereunder, including by making, or causing the applicable Indemnified Party to make, all commercially reasonable efforts to mitigate any such Claim, Liability or Loss (which efforts may include availing itself of any defenses, limitations, rights of contribution, claims against third Persons and other rights at law or equity). To No Party shall have any obligation to indemnify the other Party for any Losses to the extent that insurance proceeds they are received and/or a tax benefit is realized after payment has been made caused, contributed to or exacerbated by the actions or failure to act of the Buyer Indemnified Parties (in the case of Seller’s indemnification obligations) or Seller to Indemnified Parties (in the case of Buyer’s and WGI’s indemnification obligations). The Buyer, Buyer the Seller, and WGI shall, or shall promptly pay an amount equal cause the applicable Indemnified Party to, use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall Loss were not apply subject to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4hereunder.

Limitation on Indemnification. Exclusive Remedy. -----------------------------------------------(a) Notwithstanding anything to the contrary set forth in this Agreement: 9.5.1. (i) Seller shall not be required liable hereunder to indemnify Buyer the Purchaser Indemnified Parties pursuant to Section 11.3(a) for any individual claim (or series of related claims) if the amount of Losses arising from any inaccuracy in or breach of any representation or warranty giving rise to such claim (or series of related claims) is less than $25,000 (“Minor Claims”); (ii) Seller shall not be liable hereunder to the Purchaser Indemnified Parties pursuant to Section 11.3(a), except to the extent that the aggregate Losses incurred by the Purchaser Indemnified Parties with respect to all matters for which indemnification is to be provided under Section 9.2 until 11.3(a) (not counting the aggregate amount of Buyer's claims any Minor Claims) exceeds $100,000 2,812,500 (the "Threshold Amount"“Deductible”), and if such Seller’s aggregate liability to the Purchaser Indemnified Parties pursuant to Section 11.3(a) shall not exceed $2,812,500 (the “Cap” ); provided, however, that neither the Deductible nor the Cap nor the limitations set forth in Section 11.7(a)(i) shall apply to any claims for Losses based upon or arising out of any breach of any of the Seller Fundamental Representations; (iii) in no event shall the aggregate liability of Seller under Section 11.3 exceed the Threshold Amountamount of Purchase Price proceeds actually received by Seller pursuant to this Agreement; and (iv) in no event shall Losses include punitive or exemplary damages, Buyer except to the extent such punitive or exemplary damages are the subject of the Third Party Claim and have been awarded to a third party by a court of competent jurisdiction. (b) Notwithstanding the fact that any Purchaser Indemnified Party or Seller Indemnified Party, as applicable, may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, no Purchaser Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to recover all of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received Losses suffered by Buyer with respect to lossessuch Person more than once, liabilities regardless of whether such Losses may be as a result of a breach of more than one representation or damageswarranty or covenant. The parties hereto intend that each representation, warranty, covenant and agreement contained herein shall have independent significance, and each if any party hereto has breached any representation, warranty, covenant or agreement contained herein in any respect, the fact that there exists another representation, warranty, covenant or agreement relating to the same or similar subject matter (regardless of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled relative levels of specificity) that the party has not breached shall not detract from or mitigate the fact that the party is in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason breach of the payment first representation, warranty, covenant or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damagesagreement. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding Without limiting the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 no Purchaser Indemnified Party shall not apply have any right to indemnification claims brought by Buyer relating for any Losses to the liabilities extent such Losses were taken into account in the calculation of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant the Indebtedness, Transaction Expenses or Net Working Capital and such Losses caused the Purchase Price to Section 2.5.4be less than it otherwise would have been so as to avoid duplication or “double counting” of the same Losses.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller (i) The Indemnifying Persons shall not be required obligated to indemnify Buyer under the Indemnified Persons pursuant to this Article 7 with respect to any Losses pursuant to Section 9.2 7.2 until the aggregate amount of Buyer's claims such Losses exceeds fifteen thousand dollars ($100,000 15,000) (the "Threshold Basket Amount"), and if such claims exceed whereupon the Threshold Amount, Buyer Indemnifying Persons shall be entitled obligated to recover indemnify the Indemnified Persons for all of its losses, including, without limitation, the amount Losses in excess of the Threshold Basket Amount; provided, however, that the Indemnifying Persons shall be obligated to indemnify the Indemnified Persons for the first dollar of all Losses arising out of or related to a breach of the representations and warranties contained in Sections 2.1(c), 2.1(d), 2.1(f), 2.1(g), 2.1(i), 2.1(j) and 2.1(l); provided, further, that the aggregate maximum indemnification liability of the Indemnifying Persons pursuant to this Article 7, shall not exceed Two Million Two Hundred and Fifty Thousand Dollars ($2,250,000) (the “Indemnification Liability Cap”); provided, further, that the aggregate maximum indemnification liability of each of the Partner Indemnifying Persons pursuant to this Article 7 shall not exceed their pro rata portion of the Indemnification Liability Cap (based on their relative ownership of the partnership interests of the Seller). 9.5.2. Seller's (ii) For purposes of satisfying an indemnification obligation of the Seller Indemnifying Persons or the Partner Indemnifying Persons under this Article 7, each share of the Buyer’s common stock tendered by or on behalf of the Seller Indemnifying Persons or the Partner Indemnifying Persons in satisfaction of a Seller Event of Indemnification or a Partner Event of Indemnification under this Article 7 shall have a value equal to the Closing Price. (iii) Each Indemnifying Person’s liability under Section 9.2 for any Losses shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of such Losses net of the difference between any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled Indemnified Person in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by thereof minus the amount of premiums paid for such insurance by the Indemnified Person. (iv) Notwithstanding any tax benefit actually realized other provision of this Agreement, Losses related to the matters set forth in Section 2.1(d), Losses attributable to fraud and Losses related to Buyer’s covenants and agreements set forth in Section 1.3(b) (including by refund or by reduction or offset against taxes otherwise payable had which Losses shall not be subject to the lossesIndemnification Liability Cap set forth in Section 7.6(i), liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason indemnities set forth in this Article 7 shall be the exclusive remedies of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party Indemnified Persons for any misrepresentation or any breach of a any representation or warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations agreement contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to Agreement or in the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4Related Agreements.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required liable to indemnify Buyer under Pubco and MergerSub, pursuant to the provisions of Section 9.2 11.1 and Pubco and MergerSub shall not be liable to indemnify the Company pursuant to the provisions of Section 11.2, in each case until the aggregate amount of Buyer's claims exceeds all damages claimed thereunder exceed $100,000 25,000 (the "Threshold Amount"“Basket”), and if such claims exceed the Threshold Amount, Buyer shall be entitled to recover all of its losses, including, without limitation, . Once the amount of all such damages exceed the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in Basket, (i) the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer Company, with respect to its indemnification obligations under Section 9.2 11.1, and subject to the further limitations set forth herein, shall be reduced liable to Pubco and/or MergerSub for the total amount thereof, or (ii) Pubco and/or MergerSub, with respect to each of their indemnification obligations under Section 11.2, and subject to the further limitations set forth herein shall be liable to the Company for the total amount thereof. (b) Notwithstanding anything to the contrary contained herein in the event that Company has an obligation to indemnify Pubco or MergerSub hereunder, such obligation may be satisfied solely by the transfer to Pubco of shares of Pubco Common Stock, held in escrow pursuant to the provisions of subsection 11.3(b) hereof, having an aggregate fair market value equal to the amount of any insurance proceeds received by Buyer with respect such indemnification obligation. (c) Notwithstanding anything to lossesthe contrary contained herein in the event that Pubco or MergerSub has an obligation to indemnify the Company hereunder, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it such obligation may be entitled satisfied solely by the transfer to Pubco of shares of Pubco Common Stock, held in respect escrow pursuant to any such lossesthe provisions of subsection 11.3(a) hereof, liabilities or damages. Such amount payable shall be further reduced by having an aggregate fair market value equal to the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Sellerindemnification obligation. 9.5.4. After (d) For the Closing Date, the sole and exclusive remedy purposes of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.11.5, “

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller (i) The Stockholder shall not be required have no liability to indemnify Buyer under any member of the COMPS Group, and COMPS shall have no liability to the Stockholder, for amounts payable pursuant to their respective indemnification obligations in this Section 9.2 5.2 until the total of all Damages incurred by the indemnified party (i) ----------- exceeds Ten Thousand Dollars ($10,000) with respect to Section 3.38 only and ------------ (ii) exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate amount of Buyer's claims exceeds $100,000 for all other Damages (collectively, the "Threshold Amount"), and if then indemnification by the indemnifying party shall apply to all such claims exceed Damages including the Threshold Amount, Buyer ; (ii) The Stockholder shall be entitled have no liability to recover all of its losses, including, without limitation, the amount any member of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damagesCOMPS Group, and each of COMPS shall have no liability to the parties hereby agrees Stockholder or to use reasonable efforts the Company, pursuant to collect any and all insurance proceeds their respective indemnification obligations in this Section 5.2 to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made the total of all Damages paid by Seller to Buyer, Buyer shall promptly pay an amount equal the ----------- indemnifying party pursuant to such proceeds or benefit to Sellerindemnification obligations exceeds Four Hundred Ninety Thousand Two Hundred Eighty Dollars ($490,280). 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for (iii) The limitation on COMPS' indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained obligation in this Section 9.5 5.2(f) shall not apply to any fraud or intentional breach by COMPS -------------- of any representation, warranty, covenant or agreement or obligation of COMPS. The limitation on the Stockholder's indemnification claims brought obligation in this Section ------- 5.2(f) shall not apply to (i) any fraud or intentional breach by Buyer relating the Stockholder ------ or the Company of any representation, warranty, covenant or agreement or obligation of the Stockholder of the Company, (ii) any breach of the representations and warranties by the Stockholder or the Company in Sections -------- 3.2, 3.3, 3.26, 3.37 and 3.40 and (iii) any discrepancies in the calculation of -------------------- ---- the account receivables stated in the Interim Financial Statements and the account receivables stated in the Financial Statements. The limitation on the Stockholder's indemnification obligation in Section 5.2(f)(ii) shall not apply ------------------ to any breach of the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to representations and warranties by the Stockholder or the Company in Section 2.5.4.3.38. ------------

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller Notwithstanding anything to the contrary set forth in Sections 5.01 or 5.02 hereof, the Sellers shall not be required liable to indemnify Buyer or any other person indemnified under Section 9.2 5.01 above in respect of any Losses, and Buyer shall not be liable to indemnify the Sellers or any other person indemnified under Section 5.02 above in respect of any Losses, until the aggregate amount of Buyer's claims Losses subject to indemnification by such party or parties exceeds the sum of $100,000 (provided, that this limitation shall not apply with respect to any Losses resulting from the "Threshold Amount"indemnifying party's fraud or any Losses attributable to any liens that the Assets may be subject to in violation of the Sellers' representations and warranties in Section 2.07(a)), and if such claims exceed thereafter, the Threshold Amount, Buyer indemnifying party or parties shall be entitled liable to recover indemnify the other party or parties for the full amount of all Losses including the first $100,000 thereof. The Sellers shall not be liable to indemnify the Buyer or any other person indemnified under Section 5.01 above for any Losses in excess of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2Purchase Price paid by the Buyer. Seller's liability under Section 9.2 Any obligations of the Sellers to indemnify the Buyer shall be limited satisfied as follows: (a) First, from the Escrow Fund to losses or damages not exceeding the extent thereof; (b) Next, from the SN Shares, if any, then held by the Sellers outside the Escrow Fund, to the extent thereof, which SN Shares shall be valued at the Stock Value defined in Section 5.05(a) below; provided, that in the event the Buyer enters into a transaction pursuant to which such SN Shares are exchanged for stock in another entity, the Stock Value of each share of stock received in such exchange shall equal the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced Stock Value of the SN Shares held by the amount Sellers outside the Escrow Fund immediately prior to such exchange divided by the number of any insurance proceeds shares of stock received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise Sellers pursuant to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller.exchange; and 9.5.4. After the Closing Date(c) Finally, the sole and exclusive remedy of any party for any misrepresentation balance in cash or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5same day funds. Notwithstanding the foregoing, the Threshold Amount and Sellers shall in all cases have the right, but not the obligation, to satisfy their indemnification obligations, in whole or in part, in cash rather than through the delivery of SN Shares or other limitations contained stock (whether held in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to or outside the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4Escrow Fund).

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller (a) Except with respect to Buyer’s claims pursuant to Section 5.1 and Article 6 hereof, the Buyer Indemnitees shall not be required entitled to indemnify Buyer recover under this Section 9.2 until 7 any Losses in respect of any claim only in the event that the aggregate amount of Buyer's Loss for all claims exceeds exceeds, in the aggregate, $100,000 50,000 (the "Threshold Amount"“Threshold”), and if such claims exceed in which event the Threshold Amount, Buyer Indemnitees shall be entitled to recover all of its lossessuch excess above the Threshold up to a maximum aggregate Loss for all claims equal to $3,103,000, includingand this shall be the maximum aggregate liability of the Seller to indemnify the Buyer Indemnitees for any Losses. Seller Indemnitees shall be entitled to recover under this Section 7 any Losses in respect of any claim only in the event that the aggregate Loss for all claims exceeds, without limitationin the aggregate, the amount Threshold, in which event the Seller Indemnitees shall be entitled to recover all of such excess above the Threshold up to a maximum aggregate Loss for all claims equal to $3,103,000, and this shall be the maximum aggregate liability of the Threshold AmountBuyer to indemnify the Seller Indemnitees for any Losses. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each (b) Each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant limitations set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained above in this Section 9.5 7.5 and Section 7.1 shall not in no event (i) apply to indemnification claims brought any Losses incurred by a Buyer Indemnitee which relate, directly or indirectly, to (A) any fraudulent acts committed against Buyer by Seller in connection with the transactions contemplated hereby; (B) any indemnity obligation under Sections 7.2(c), 7.2(d), or 7.2(e); and (C) any Losses arising out of a breach of representations or warranties contained in Sections 3.2 and 3.16; or (ii) apply to any Losses incurred by a Seller Indemnitee which relate, directly or indirectly, to (A) any fraudulent acts committed against Seller by Buyer relating to in connection with the liabilities transactions contemplated hereby; (B) any indemnity obligation of Seller that are not Assumed Liabilities ad for which Buyer did not receive under Sections 7.3(c) or 7.3(d); and (C) any Losses arising out of a credit pursuant to breach of representations and warranties contained in Section 2.5.44.2.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller (i) The Stockholder shall not be required have no liability to indemnify Buyer under any member of the COMPS Group, and COMPS shall have no liability to the Stockholder, for amounts payable pursuant to their respective indemnification obligations in this Section 9.2 5.2 until the total of all Damages incurred by the indemnified party (i) ----------- exceeds Ten Thousand Dollars ($10,000) with respect to Section 3.38 only and ------------ (ii) exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate amount of Buyer's claims exceeds $100,000 for all other Damages (collectively the "Threshold Amount"), and if then indemnification by the indemnifying party shall apply to all such claims exceed Damages including the Threshold Amount, Buyer ; (ii) The Stockholder shall be entitled have no liability to recover all of its losses, including, without limitation, the amount any member of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damagesCOMPS Group, and each of COMPS shall have no liability to the parties hereby agrees Stockholder, pursuant to use reasonable efforts their respective indemnification obligations in this Section 5.2 to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To ----------- the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made the total of all Damages paid by Seller to Buyer, Buyer shall promptly pay an amount equal the indemnifying party pursuant to such proceeds or benefit to Sellerindemnification obligations exceeds Three Hundred Fourteen Thousand Eight Hundred Seventy-Four Dollars ($314,874) in the aggregate. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for (iii) The limitation on COMPS' indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained obligation in this Section 9.5 5.2(f) shall not apply to any fraud or intentional breach by COMPS -------------- of any representation, warranty, covenant or agreement or obligation of COMPS. The limitation on the Stockholder's indemnification claims brought obligation in this Section ------- 5.2(f) shall not apply to (i) any fraud or intentional breach by Buyer relating the Stockholder ------ or the Company of any representation, warranty, covenant or agreement or obligation of the Stockholder of the Company, (ii) any breach of the representations and warranties by the Stockholder or the Company in Sections -------- 3.2, 3.3, 3.26, 3.37 and 3.40 and (iii) any discrepancies in the calculation of -------------------- ---- the account receivables stated in the Interim Financial Statements and the account receivables stated in the Financial Statements. The limitation on the Stockholder's indemnification obligation in Section 5.2(f)(ii) shall not ------------------ apply to any breach of the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to representations and warranties by the Stockholder or the Company in Section 2.5.4.3.38. ------------

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller Except as set forth herein, the following limitations shall not apply to the rights of indemnification set forth in Section 9.1 and 9.2 hereof as applicable: (i) the liability of the Indemnitor shall be net of any insurance benefits received by Indemnitee (or in the case of indemnification by Shareholders, insurance benefits received by Corporation) and any tax benefits received by Indemnitee (or in the case of indemnification by Shareholder's, tax benefits received by Corporation) in respect of the loss giving rise to the Claim for indemnification; (ii) any indemnification payments made by Buyer shall constitute a reduction, and any indemnification payments made by Shareholders shall constitute an increase, of the Purchase Price; (iii) no indemnification shall be required to indemnify Buyer under Section 9.2 from Shareholders until the aggregate amount of Buyer's claims Losses exceeds $100,000 (the "Threshold Amount")200,000.00, and if in the event that Buyer's damages exceed $200,000.00, in the aggregate, from 1 or more Claims, Shareholders' indemnity obligations will be for indemnification of only such claims exceed the Threshold Amountamount of Buyer's damages in excess of $200,000.00, Buyer shall be entitled (and where such damages are with respect to recover all of its losses, including, without limitationone or more uncollected accounts receivable pursuant to Section 2.12, the amount of damages must also exceed the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding reserve established for accounts receivable on the books of Corporation at the Closing Date and in the aggregate $4,000,000. 9.5.3. The amount payable by Seller event indemnification is paid to Buyer with respect to certain uncollected accounts receivable pursuant to Section 9.2 2.12, Buyer shall assign such accounts receivable to Shareholders); (iv) each Shareholder's indemnity obligation will be reduced by limited to the amount of any insurance proceeds Equity Payment received by Buyer with respect such Shareholder; (v) each Shareholder will be solely responsible for his breach of or failure to lossesperform under Sections 2.3, liabilities 4.6.C., 8.1 or damages, and each 8.2 of this Agreement; (vi) no indemnification shall be required unless a Claim for indemnification is first made within 12 months of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to Closing Date except for claims arising out of Section 2.2 or 2.3 hereof which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.unlimited duration; and

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller (a) None of the Buyer Indemnified Parties shall not be required assert any Indemnification Claim hereunder against the Sellers until such time as, and solely to indemnify Buyer under Section 9.2 until the extent that, the aggregate amount of Buyer's all such claims exceeds $100,000 which such parties may have against the Sellers shall exceed two percent (2%) of the value of the Closing Stock Consideration (the "Threshold AmountSellers' Indemnification Threshold"), provided, however, that the Buyer Indemnified Parties may assert and if such claims exceed the Threshold Amount, Buyer shall be entitled to recover all indemnified for any claim set forth in SCHEDULE 10.5(a) at any time, regardless of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in whether the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by of all Indemnification Claims which such parties may have against the Sellers exceeds the Indemnification Threshold, it being understood that the amount of any insurance proceeds received by such claim set forth in SCHEDULE 10.5(a) shall not be counted towards the Indemnification Threshold. (b) None of the Seller Indemnified Parties shall assert any Indemnification Claim hereunder against Buyer until such time as, and solely to the extent that, the aggregate of all such claims which the Sellers may have against Buyer shall exceed $50,000 (the "Buyer Indemnification Threshold"). (c) Notwithstanding any other term of this Agreement, the Sellers shall not be liable under this ARTICLE 10 for an amount which exceeds $2,000,000 (the "Initial Indemnification Tranche"), provided however, that with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant those items set forth in or SCHEDULE 10.5(a) the Sellers shall be liable for indemnification obligations with respect thereto up to an additional amount of $1,000,000 (the "Schedule 10.5 (a) Indemnification Tranche"; and together with the Initial Indemnification Tranche, the "Indemnification Tranches"), the Claims for which items shall be allocated first to the Schedule 10.5(a) Indemnification Tranche and then to the Initial Indemnification Tranche, and, provided further, that with respect to the representations and warranties set forth in SECTION 2.5, Title to Stock, hereof, the Sellers' Indemnification obligations shall not be so limited and the Claims for which items shall not be allocated to either of the Indemnification Tranches. Any indemnification payment made by the Sellers pursuant to this Agreement ARTICLE 10 shall be deemed to be a claim for indemnification under and reduction in the Purchase Price received by the Sellers pursuant to this Article 9ARTICLE 1. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. (a) To the extent a Buyer's Loss related to a breach of a representation, warranty or covenant by Seller as to the total value of the accounts receivable and inventory as of the Closing Date that has been taken into account in determining the Closing Value, Seller shall not be required have liability to indemnify Buyer related to such breach to the extent of the Post-Closing Adjustment. (b) Seller shall not have any liability or obligation to an Indemnified Party under Section 9.2 8.1 and 8.2 unless and until the aggregate amount of Buyer's claims exceeds Losses and Environmental Costs incurred by Buyer exceed the sum of $100,000 390,000 in the aggregate (the "Threshold AmountBUYER THRESHOLD AMOUNT"), whereupon Seller shall be liable for all of Buyer's Losses and if Environmental Costs only to the extent such claims Buyer's Losses and Environmental Costs in the aggregate exceed the Buyer Threshold Amount; PROVIDED HOWEVER, that the following items shall not be subject to this Section 8.7(b): (i) any Buyer's Losses suffered, sustained, incurred or required to be paid by reason of the items identified in Section 8.1(a)(vi), (ii) the reduction of the $4,000,000 amount set forth in Section 1.1(b)(iv) to the extent required by Section 1.2, (iii) Seller's violation of any provision set forth in Section 4.4, 8.9, 8.10, 8.11, 8.12, 8.13, (iv) Seller's indemnity obligations under Article IX and (v) Seller's violation of representations and warranties hereunder, and any Buyer's Losses and Environmental Costs, in each case which relate expressly or by necessary implication to the Identified Remediation (but not otherwise to the environment or Environmental Requirements). (c) Buyer shall not have any liability or obligation to an Indemnified Party under Section 8.1 unless and until the amount of Seller's Losses incurred by Seller exceed the sum of $390,000 in the aggregate (the "SELLER THRESHOLD AMOUNT"), whereupon Buyer shall be entitled to recover liable for all of its lossesSeller's Losses only to the extent such Seller's Losses in the aggregate exceed the Seller Threshold Amount; PROVIDED HOWEVER, includingthat the following items shall not be subject to this Section 8.7(c): (i) payment of the Post-Closing Adjustment in the event Buyer owes the Post-Closing Adjustment to Seller, without limitation(ii) Buyer's indemnity obligations under Section 5.3, (iii) Buyer's obligations under Sections 5.4 and 5.6, (iv) Buyer's obligations under the Indemnification Agreement delivered pursuant to Section 6.2(b)(xii), and (v) Buyer's indemnity obligations under Article IX. (d) In no event shall Seller's aggregate liability under this Agreement for Buyer's Losses under Section 8.1 and Environmental Costs under Section 8.2 or Buyer's aggregate liability under this Agreement for Seller's Losses under Section 8.1 exceed an amount equal to the Purchase Price (as adjusted up or down, as the case may be, by the amount of the Threshold Amount. 9.5.2Post-Closing Adjustment). Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 This limitation shall not apply to indemnification claims brought by Buyer relating to Seller's obligations under Section 8.9 or Buyer's obligations under the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit Indemnification Agreement delivered pursuant to Section 2.5.46.2(b)(xii).

Limitation on Indemnification. Exclusive Remedya a) The Sellers shall be obligated to indemnify as and to the extent set forth in this Article VI only if and to the extent that the aggregate of all of the Sellers' aggregate liability under such indemnity obligations exceeds $300,000, it being understood that said $300,000 figure is to serve as a one time "deductible" (for example, if the indemnity claims for which the Sellers would, but for the provisions of this sentence, be liable aggregate $350,000, the Sellers would then be liable for $50,000 and not $350,000). ----------------------------------------------- 9.5.1. In addition, in no event shall the aggregate indemnification liability of any Seller under this Article VI exceed the amount resulting by multiplying such Seller's "PROPORTIONATE SHARE" as specified in SCHEDULE 1.1 hereto) by $15,000,000 (i.e., $4,500,000 in the case of 1997-1 Irrevocable Trust; $4,500,000 in the case of R.A. Wilkins 1998 Irrevocable Trust; $4,500,000 in the case of SS-1998 Ixxxxxxxxxx Xrust and $1,500,000 in the case of Lexington Services Corporation); PROVIDED, HOWEVER, that such $15,000,000 limitation on indemnification liability (and the $300,000 "deductible") shall not be required to indemnify Buyer under Section 9.2 until the aggregate amount of Buyer's claims exceeds $100,000 (the "Threshold Amount"), and if such claims exceed the Threshold Amount, Buyer shall be entitled to recover all of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer applicable with respect to Section 9.2 breaches of Sections 2.3 (partnership interests), 2.5 (title to interests) and 2.6 (options and rights); and FURTHER PROVIDED that the parties agree that indemnification as provided under this Article VI shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy for the matters indemnified against under Sections 6.2 and 6.3 above, except that notwithstanding such exclusive remedy, nothing herein shall limit Purchaser's remedies for (x) actual fraud under applicable law or (y) equitable remedies (other than the payment of money damages) under applicable law (such as injunctive relief, specific performance, etc.) The parties further agree that with respect to any party indemnification claim for any misrepresentation or any breach which the Sellers are liable to Purchaser under the terms of a warranty or covenant set forth in or made pursuant to this Agreement Article VI, no Seller shall be a claim for indemnification under and pursuant obligated to this Article 9pay more than such Seller's Proportionate Share of such claim. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.

Limitation on Indemnification. Exclusive Remedy. -----------------------------------------------(a) Notwithstanding any other term or condition contained herein or in any other agreement or instrument referred to herein, the indemnification obligations of each Stockholder under Section 7.1(a)(i) - (vii) shall be limited, in the aggregate, to the dollar value on the Closing Date of the Merger Consideration paid to such Stockholder reduced by any amount deducted as a Deductible Expense of such Stockholder under Section 10.4 of Appendix A of the Services Agreement resulting from any Tax Liabilities of the Company, if, but only if, the Company has filed all tax returns based on the good faith determination of its accountants and paid all taxes shown to be due thereon through the taxable year ending on the date of the Merger. 9.5.1. Seller (b) Notwithstanding any other term or condition contained herein, PQC shall not be required entitled to indemnify Buyer under any indemnification pursuant to Section 9.2 until the aggregate amount of Buyer's claims exceeds $100,000 (the "Threshold Amount"7.1(a)(v), and if such claims exceed the Threshold Amount, Buyer shall be entitled to recover all of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses (vi) or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer (vii) with respect to Section 9.2 shall be reduced by any Damages where the amount indenmitor (or in the case of any insurance proceeds received by Buyer with respect the Company, a member of the management committee) did not have knowledge of the liability giving raise to lossessuch Damages prior to the Closing Date, liabilities or damagesif, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such lossesonly if, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to 100% of such proceeds or benefit Damages (subject to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy limitation in Section 7.5(a)) is included as a Practice Expense of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made Pod R pursuant to this the Services Agreement shall be a claim and PQC or Flagship, as in the case may be, is actually reimbursed for indemnification under and pursuant 100% of such Damages (subject to this Article 9. 9.5.5the limitation in Section 7.5(a)) in accordance with terms of the Services Agreement. Notwithstanding the foregoingany other term or condition contained herein, the Threshold Amount and other limitations contained in this Section 9.5 PQC shall not apply be entitled to any indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.47.1(a) with respect to the tax liability set forth on Schedule 7.5(b) provided that PQC is reimbursed for such tax liability -------- ------ over a period of three years (or such longer period as the Internal Revenue Service may agree) out of the Pod R Account as such term is defined in the Services Agreement. (c) No Indemnified Party shall be indemnified and held harmless under this Article VII from and against any Damages unless the Damages exceed on a cumulative basis an amount equal to $250,000, in which case an Indemnitor shall be liable only for Damages in excess of $250,000. The foregoing limitation shall apply to the Company, Stockholders, and Optionholders in the aggregate and not individually.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. (a) The aggregate amount of the Losses required to be paid by Seller and Members pursuant to Section 12.1 hereof shall not exceed the amount of the Purchase Price; provided, however, that no Member shall be required liable, in the aggregate, for such Losses pursuant to indemnify Buyer Section 12.1 that are in excess of such Member’s Pro Rata Basis of the Purchase Price. (b) The NovaMed Indemnified Parties shall be entitled to indemnification under Section 9.2 until 12.1(a) and Section 12.1(f) only if the aggregate amount of Buyer's claims all Losses thereunder (on a cumulative basis) exceeds $100,000 150,000 (the "Threshold “Basket Amount"”), in which case the Seller and if Members shall be obligated to indemnify the NovaMed Indemnified Parties only for the excess of the aggregate amount of all such claims exceed Losses over the Threshold Basket Amount, Buyer . (c) Seller Indemnified Parties shall be entitled to recover all of its losses, including, without limitation, indemnification under Section 12.2(a) and Section 12.2(b) only if the aggregate amount of all Losses thereunder (on a cumulative basis) exceeds the Threshold Basket Amount, in which case Buyer shall be obligated to indemnify the Seller Indemnified Parties only for the excess of the aggregate amount of all such Losses over the Basket Amount. 9.5.2. Seller's liability under Section 9.2 (d) The rights set forth in this Article XII shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the party’s sole and exclusive remedy of any party for any misrepresentation claim or dispute relating to any breach of a representation, warranty or covenant by the other parties under this Agreement; provided, however, that the limitations set forth in this Section 12.6 shall not apply, and the aggrieved party shall have all remedies available at law and in equity, in the case of (i) fraud or made pursuant intentional misrepresentation by a party hereto or (ii) any claim or dispute arising under or relating to this Agreement shall be a claim for indemnification under and pursuant to this Article 9XI hereof. 9.5.5. (e) Notwithstanding anything to the foregoingcontrary herein, the Threshold Amount and other limitations contained nothing in this Section 9.5 12.6 shall not apply be deemed to indemnification claims brought by Buyer relating limit or impair NovaMed’s rights under Article XI hereof. In addition, for purposes of this Section 12.6, in no event shall Losses be construed to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant include any remedies paid to Section 2.5.4NovaMed under Article XI.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller (a) The Indemnity Holdback Shares are the source from which any and all potential claims for indemnification by the BCC Parties and any other Indemnitee other than the Stockholders under this Article 11 shall be satisfied and the Escrow Stockholders shall not be required have any liability for indemnity claims hereunder other than the Indemnity Holdback Shares, except (i) to indemnify Buyer the extent otherwise provided in Section 12.5 and Article 13 below, (ii) with respect to claims for indemnification under Section 9.2 until 11.5 hereof, for which Damages shall be paid in cash by the BCC Parties in an amount not to exceed the Merger Consideration received by each Escrow Stockholder, (iii) any claim for indemnification based on a breach of a representation, warranty or covenant contained in Section 4.18 or Section 4.25 for which Damages shall be paid in cash by the Escrow Stockholders (without regard to the Indemnity Holdback Shares) in an amount not to exceed the aggregate Merger Consideration received by Escrow Stockholders, and (iv) any claim involving the assertion of an intentional fraud, fraud in the inducement or intentional misrepresentation or breach, for which Damages shall be paid in cash by the Escrow Stockholders (without regard to the Indemnity Holdback Shares) in an amount not to exceed the aggregate Merger Consideration received by Escrow Stockholders. The indemnification obligations of Buyer's the Escrow Stockholders pursuant to Sections 11.1 through 11.4 above shall be satisfied through a reduction of the Merger Consideration effected by cancellation or other disposition by BCC of Indemnity Holdback Shares pursuant to Section 11.7 of this Agreement. For purposes of any indemnification claim under this Article 11, the Indemnity Holdback Shares shall be valued at $6.50 per share. (b) No claim for indemnification under Sections 11.1, 11.2, 11.3, 11.4 and 11.5 may be brought after the expiration of the Indemnification Period or the applicable statute of limitations with respect to Section 11.3, except for claims exceeds $100,000 made in accordance with Section 11.9 prior to such expiration (whether or not any action, demand or proceeding is instituted with respect to such claims prior to the "Threshold Amount"expiration of the Indemnification Period), and if such claims exceed the Threshold Amount, Buyer shall be entitled to recover all of its losses, includingit being understood, without limitation, that any Damages arising after the amount expiration of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 Indemnification Period shall be limited recoverable upon notice properly given prior to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each expiration of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to SellerIndemnification Period. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller (a) In no event shall not be required to indemnify Buyer HTM, Sellers or any Shareholder have any Liability for indemnification under Section 9.2 7.2.1(d) until the aggregate amount total of Buyer's claims exceeds $100,000 all (the "Threshold Amount"), and if such claims exceed the Threshold Amount, Buyer shall be entitled to recover all of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer i) Losses with respect to Section 9.2 such otherwise indemnifiable matters; and (ii) Sellers’ Excess Warranty Obligations, exceeds one hundred thousand ($100,000) Dollars (the “Sellers’ Indemnification Threshold”), except that, at such time as the Sellers’ Indemnification Threshold is exceeded, the indemnifying party shall be reduced by liable for each dollar of Loss commencing with and including the amount first dollar of Loss. (b) In no event shall Purchaser have any insurance proceeds received by Buyer Liability for indemnification under Section 7.2.2(d) until the total of all Losses with respect to lossessuch otherwise indemnifiable matters exceeds one hundred thousand ($100,000) Dollars (the “Purchaser Indemnification Threshold”), liabilities or damagesexcept that, and each of at such time as the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such lossesPurchaser Indemnification Threshold is exceeded, liabilities or damages. Such amount payable the Purchaser shall be further reduced by liable for each dollar of Loss commencing with and including the amount first dollar of any tax benefit actually realized Loss. (including by refund or by reduction or offset against taxes otherwise payable had c) For purposes of determining whether the losses, liabilities or damages not been sustained) by Buyer (Sellers’ Indemnification Threshold or the affiliated or combined group of which it is a member) by reason of Purchaser Indemnification Threshold, as the payment or incurrence by Buyer of the lossescase may be, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyerexceeded, Buyer shall promptly pay an amount equal to such proceeds all “materiality” qualifiers in any representation or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim disregarded. (d) In no event shall Purchaser, HTM, Sellers or any Shareholder have any Liability for indemnification under and pursuant to this Article 9. 9.5.5Section 7.2.1(d) or Section 7.2.2(d), respectively, in excess of the Purchase Price plus Two Million Two Hundred Thousand ($2,200,000) Dollars (the “General Maximum Limitation”). Notwithstanding the foregoing, the Sellers’ Indemnification Threshold, the Purchaser Indemnification Threshold Amount and other limitations contained in this Section 9.5 the General Maximum Limitation shall not apply to indemnification (i) claims brought by Buyer for Losses relating to a breach of the representations and warranties of Sellers and Shareholders set forth in Sections 3.10, 3.11, 3.12, 3.17, 3.21 and/or 3.24 hereof, (ii) claims for Losses relating to the liabilities Retained Liabilities, including claims for Losses under or in connection with Sections 7.2.1(a)(i), 7.2.1(a)(ii), and/or 7.2.1(a) (iii), (iii) claims for Losses relating to a breach of any representation or warranty that was actually known by Purchaser, any Seller that are not Assumed Liabilities ad or any Shareholder to be false when made or for which Buyer did not receive a credit fraud of Purchaser, any Seller or any Shareholder, (iv) any amounts calculated pursuant to Sections 2.2.2 or 2.2.3 hereof, (v) any amounts due Purchaser under or in connection with Section 2.5.46.5 hereof; (vi) claims in connection with warranty obligations; (vii) claims for Losses incurred or suffered by any Indemnified Purchaser Party that result from, relate to or arise out of the matters set forth in Section 7.2.1(g); and/or (viii) any amounts paid pursuant to the terms of Section 8.3 hereof.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller (a) The indemnification obligations of the Compass Shareholders and Sellers with respect to any item described above in Section 7.2 (other than Section 7.2(d)) shall not be required exceed (i) an aggregate of $9,100,000 until the one (1) year anniversary of the Closing Date, and (ii) an aggregate of $4,550,000 until the two (2) year anniversary of the Closing Date. (b) With respect to any Losses covered by Purchaser’s, Sellers’ and the Compass Shareholders’ indemnification obligations above, the Purchaser, Sellers and Compass Shareholders, as the case may be, shall not have any obligation to indemnify Buyer under Section 9.2 until an indemnified party unless the aggregate amount of Buyer's claims Losses incurred or suffered by an indemnified party exceeds $100,000 (75,000. At such time as the "Threshold Amount")aggregate amount of all Losses incurred by an indemnified party exceeds $75,000, and if such claims exceed then the Threshold Amount, Buyer indemnified party shall be entitled to recover all of its lossesindemnification by Purchaser, includingSellers and Compass Shareholders, without limitationas the case may be, for the full amount of all Losses, provided, however, that the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations limitation contained in this Section 9.5 7.5(b) shall not apply to indemnification claims brought any Losses incurred or suffered by Buyer Purchaser or Sellers, as the case may be, relating to the liabilities to: (i) any payment of Seller that are not any amounts in respect of an Excluded Liability or an Assumed Liabilities ad for which Buyer did not receive a credit Liability, (ii) any costs and expenses expressly payable pursuant to Section 2.5.45.1, (iii) any amount payable by the Compass Shareholders or the Purchaser for the fees and costs of the Independent Accountants pursuant to Section 1.9 hereof, (iv) any amount payable to Purchaser as a result of any deficiency in Required Net Equity pursuant to Section 1.5(a)(ii) hereof, or Table of Contents (v) any amount payable to Sellers as a result of an increase in Purchase Price pursuant to Section 1.5(a)(iii) hereof. (c) No party otherwise entitled to indemnification hereunder shall be so entitled to the extent that such party’s Losses are increased or extended by the gross negligence, willful misconduct, violation of law or bad faith of such party.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. (a) Subject to Section 8.4(e), Seller shall will not be required to indemnify Buyer under Purchaser Indemnified Parties with respect to the matters covered by Section 9.2 until 8.2(a) or Section 8.2(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation), except to the extent that (i) the Damages actually incurred by the Purchaser Indemnified Parties related to any claim or series of related claims based on the same or a similar set of operative facts or circumstances pursuant to Section 8.2(a) or Section 8.2(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) exceeds $[***] (a “Seller Indemnifiable Claim”) and (ii) the cumulative amount of Damages actually incurred by Purchaser Indemnified Parties as a result of all Seller Indemnifiable Claims pursuant to Section 8.2(a) or Section 8.2(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) exceeds $[***] (the “Deductible Amount”), at which xxxx Xxxxxx shall be obligated to indemnify the Purchaser Indemnified Parties for the cumulative amount of Damages of all such Seller Indemnifiable Claims incurred by the Purchaser Indemnified Parties as a result of Seller Indemnifiable Claims pursuant to Section 8.2(a) or Section 8.2(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) in excess of the Deductible Amount. (b) Subject to Section 8.4(e), Purchaser will not be required to indemnify Seller Indemnified Parties with respect to the matters covered by Section 8.3(a) or Section 8.3(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation), except to the extent that (i) the Damages actually incurred by the Seller Indemnified Parties related to any claim or series of related claims based on the same or a similar set of operative facts or circumstances pursuant to pursuant to Section 8.3(a) or Section 8.3(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) exceeds $[***](a “Purchaser Indemnifiable Claim”) and (ii) the cumulative amount of Damages actually incurred by Seller Indemnified Parties as a result of all Purchaser Indemnifiable Claims pursuant to Section 8.3(a) or Section 8.3(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) exceeds the Deductible Amount, at which time Purchaser shall be obligated to indemnify the Seller Indemnified Parties for the cumulative amount of Damages of all such Purchaser Indemnifiable Claims incurred by the Seller Indemnified Parties as a result of Purchaser Indemnifiable Claims pursuant to Section 8.3(a) or Section 8.3(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) in excess of the Deductible Amount. (c) Subject to Section 8.4(e), (i) the total amount of the payments that Seller can be required to make pursuant to Section 8.2(a) or Section 8.2(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) will be limited in the aggregate to a maximum amount of Buyer's claims exceeds equal to $100,000 [***] (the "Threshold “Cap Amount"”), and if such claims Seller’s cumulative liability pursuant to Sections 8.2(a), 8.2(b), 8.2(c), 8.2(d), 8.2(e) and 8.2(f) will in no event exceed the Threshold Amount, Buyer shall be entitled to recover all of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Sellerthe Purchase Price. 9.5.4. (d) Subject to Section 8.4(e), (i) the total amount of the payments that Purchaser can be required to make pursuant to Section 8.3(a) or Section 8.3(b) (other than with respect to breaches or inaccuracies of any Fundamental Representation) will be limited in the aggregate to a maximum of the Cap Amount, and Purchaser’s cumulative liability pursuant to Sections 8.3(a), 8.3(b), 8.3(c), 8.3(d) and 8.3(e), other than any obligation of Purchaser to pay any Milestone Payment or Royalty Payment when due hereunder, will in no event exceed an amount equal to the Purchase Price. (e) After the Closing DateClosing, the right of Purchaser and Seller to assert indemnification claims and receive indemnification payments pursuant to this Section 8 will be the sole and exclusive right and remedy exercisable by Purchaser or Seller with respect to the purchase of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made the Specified Assets and the other transactions contemplated by this Agreement and the Ancillary Agreements (including the certificates and documents delivered pursuant to this Agreement and the Ancillary Agreements) (other than the Transition Services Agreement and the Acceptable Pre-Novation Agreement, with respect to which any dispute or claim arising under such agreement will be subject to the terms thereof; provided that any claim for indemnification arising under the Acceptable Pre-Novation Agreement will be governed by this Section 8); provided, however, that this Section 8.4(e) shall be not prevent Purchaser or Seller from (i) asserting a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoingFraud against Seller or Purchaser, the Threshold Amount and other limitations contained in this Section 9.5 as applicable, which Fraud claim shall not apply to indemnification claims brought by Buyer relating be subject to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit limitations set forth in Sections 8.4(a) through Section 8.4(d) or (ii) seeking specific performance pursuant to Section 2.5.49.5.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller (a) The Holdback Shares are the sole source from which any and all potential claims for indemnification by the BCC Parties and any other Indemnitee other than the Shareholders under this ARTICLE 11 shall be satisfied and the Shareholders shall not have any liability for indemnity claims hereunder other than the Holdback Shares, except (i) to the extent otherwise provided in SECTION 12.5 and ARTICLE 13 below or in the non-competition agreements to be required entered into pursuant to indemnify Buyer SECTION 12.1, (ii) with respect to claims for indemnification under Section 9.2 until SECTION 11.5 hereof, for which Damages shall be paid in cash by the aggregate amount BCC Parties, (iii) any claim for indemnification based on a breach of Buyer's claims exceeds $100,000 a representation, warranty or covenant contained in either SECTION 4.18 or SECTION 4.25 for which Damages shall be paid in cash by the Shareholders (without regard to the "Threshold Amount"Holdback Shares), and if (iv) any claim involving the commission of an intentional fraud, fraud in the inducement or intentional misrepresentation or breach, for which Damages shall be paid in cash by the Shareholders (without regard to the Holdback Shares). The indemnification obligations of the Shareholders pursuant to SECTIONS 11.1 through 11.4 above shall be satisfied through a reduction of the Merger Consideration effected by cancellation or other disposition by BCC of Holdback Shares pursuant to SECTION 11.7 of this Agreement. For purposes of any indemnification claim under this ARTICLE 11, the Holdback Shares shall be valued on the basis of the average of the last reported sales price of BCC Stock on the Nasdaq National Market over the ten trading days preceding the Closing Date. (b) No claim for indemnification under SECTIONS 11.1, 11.2, and 11.4 may be brought after the expiration of the Indemnification Period, except for claims made in accordance with SECTION 11.9 prior to such expiration (whether or not any action, demand or proceeding is instituted with respect to such claims exceed prior to the Threshold Amountexpiration of the Indemnification Period), Buyer shall be entitled to recover all of its losses, includingit being understood, without limitation, that any Damages arising after the amount expiration of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 Indemnification Period shall be limited recoverable upon notice properly given prior to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each expiration of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to SellerIndemnification Period. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.

Limitation on Indemnification. Exclusive Remedy10.6.4.1. -----------------------------------------------All claims of the Buyer for Damages under Section 10.4 that are resolved in favor of the Buyer shall be payable through the transfer to the Buyer from the Shareholders (in accordance with the allocation to them of Issued Shares set forth on Exhibit 2.2.2) of ordinary shares of Buyer, subject to Section 10.6.4.4, and after such amount of ordinary shares of Buyer is transferred to the Buyer as set forth herein, neither the Sellers Group nor any of the Shareholders shall have any further liability with respect to claims that are subject to the aforesaid maximum indemnification amount. The Buyer shall have the right to redeem the foregoing ordinary shares without consideration and without the need to receive any deed of transfer or similar document relating to such ordinary shares, and upon such redemption such ordinary shares shall be deemed to have been transferred to the Buyer by the Shareholders (in accordance with the allocation to them of Issued Shares set forth on Exhibit 2.2.2) and the share register of the Buyer shall be adjusted accordingly. 9.5.110.6.4.2. Seller All claims of the Buyer for Damages under Section 10.3 that are resolved in favor of the Buyer shall not be payable through the transfer to the Buyer from the respective Shareholder of ordinary shares of Buyer, subject to Section 10.6.4.4, and after such amount of ordinary shares of Buyer is transferred to the Buyer as set forth herein, such Shareholder shall have no further liability with respect to claims that are subject to the aforesaid maximum indemnification amount. The Buyer shall have the right to redeem the foregoing ordinary shares from the respective Shareholder without consideration and without the need to receive any deed of transfer or similar document relating to such ordinary shares, and upon such redemption such ordinary shares shall be deemed to have been transferred to the Buyer by the respective Shareholder and the share register of the Buyer shall be adjusted accordingly. 10.6.4.3. All claims of the Sellers Group for Damages under Section 10.5 that are resolved in favor of the Sellers Group shall be payable through the issuance by the Buyer to the Shareholders (in accordance with the allocation to them of Issued Shares set forth on Exhibit 2.2.2) of new ordinary shares of Buyer, subject to Section 10.6.4, and after such amount of ordinary shares of Buyer is issued to the Shareholders as set forth herein, the Buyer shall have no further liability with respect to claims that are subject to the aforesaid maximum indemnification amount. 10.6.4.4. Notwithstanding anything to the contrary set forth herein, the maximum amount of ordinary shares of Buyer (i) that the Sellers Group or any Shareholder may be required to indemnify transfer to Buyer under 72 Sections 10.6.4.1 or 10.6.4.2, as the case may be, or (ii) that the Buyer may be required to issue to the Sellers Group under Section 9.2 until 10.6.4.3 (other than as a result of a breach of any of the aggregate amount of Buyer's claims exceeds $100,000 representations and warranties contained in Sections 6.3 and 6.5) (in each case, the "Threshold AmountIndemnification Shares"), and if such claims exceed the Threshold Amount, Buyer shall be entitled to recover all of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After number of Buyer ordinary shares that shall have, as of the Closing, a value (based on the Average Share Price on the Closing Date) equal to $500,000 (as such number of Indemnification Shares may be adjusted for stock splits, combinations and like events), provided that in no event shall the sole number of Indemnification Shares exceed 110% of the number of ordinary shares of the Buyer that shall have a value as of the dated hereof (based on the Average Share Price as of the date hereof) equal to $500,000 (as such number of Indemnification Shares may be adjusted for stock splits, combinations and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9like events). 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.

Limitation on Indemnification. Exclusive RemedyNo Seller shall be required to ----------------------------- provide any indemnification under the provisions of this Article VII (a) unless and until the aggregate Losses of the Buyer Indemnified Parties hereunder exceed $15 million whereupon the Buyer Indemnified Parties shall be entitled only to indemnification from such Seller in an amount (i), in the case of Direct Seller Losses, equal to the amount by which such Losses exceed $15 million and (ii), in the case of all other Losses, an amount equal to the product of the aggregate cumulative amount of all such Losses in excess of $15 million multiplied by such Seller's Purchase Price Percentage with respect to the Earnout Payments or (b) after such Seller has made aggregate indemnification payments hereunder in an amount, in the case of Direct Seller Losses, equal to $500 million minus the aggregate amount of all indemnification payments made by the Sellers hereunder and, in the case of all other Losses, an amount equal to the product of $500 million multiplied times such Seller's Purchase Price Percentage with respect to the Earnout Payments. ----------------------------------------------- 9.5.1Notwithstanding anything to the contrary set forth in the preceding sentence or in Section 7.1, (i) Losses incurred by Buyer as a result of any failure of any Seller's representations with respect to such Seller's title to the Equity Interests in the Companies set forth in Section 3.1(b) or with respect to Taxes or ERISA matters set forth in Sections 3.11 or 3.14 to be true at the date hereof or on the Closing Date shall not be subject to the limitations set forth in this Section 7.7, (ii) Direct Seller Losses relating to any of the Companies or PCM GP as opposed to the capacity, title, qualification or compliance of, or action or inaction by, a Seller who is an individual acting in his individual capacity shall not be treated as Direct Seller Losses but as all other Losses and (iii) if the amount of Loss and Direct Seller Loss payable by a particular Seller pursuant to this Article VII (other than clause (b)(i) above) would exceed the portion of the Purchase Price paid to such Seller, such Seller shall not be responsible for the amount of any further Losses or Direct Seller Losses in excess of the portion of the Purchase Price paid to such Seller pursuant to this Article VII (other than clause (b)(i) above) and the remaining Sellers shall, subject to their limitations, be responsible for any such excess Losses or Direct Seller Losses in the proportion that their Purchase Price Percentage with respect to the Earnout Payments bears to the sum of the Purchase Price Percentages with respect to the Earnout Payments of such remaining Sellers. Seller Buyer shall not be required to indemnify Buyer provide any indemnification under Section 9.2 the provisions of this Article VII (x) unless and until the aggregate amount Losses of Buyer's claims exceeds the Seller Indemnified Parties exceed $100,000 (15 million whereupon the "Threshold Amount"), and if such claims exceed the Threshold Amount, Buyer Seller Indemnified Parties shall be entitled only to recover all of its losses, including, without limitation, indemnification for the aggregate cumulative amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses all such Losses in excess of $15 million or damages (y) after Buyer has made aggregate indemnification payments hereunder of not exceeding in the aggregate less than $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages500 million. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Buyer waives or fails to pursue its rights to indemnification from or against any Management Seller with respect to Buyerany particular claim, Buyer it shall promptly pay an amount equal also waive its right to indemnification with respect to such proceeds claim from any Xxxxxxx Seller. For purposes of the foregoing sentence, a good faith settlement shall not be treated as a waiver or benefit failure to perform if made available to each Xxxxxxx Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.

Limitation on Indemnification. Exclusive Remedy. -----------------------------------------------Notwithstanding anything to the contrary in this Agreement: 9.5.1. Seller (a) the Buyer Indemnified Parties shall not be required entitled to indemnify Buyer under recover in respect of any individual claim pursuant to Section 9.2 until the aggregate amount of Buyer's claims exceeds $100,000 (the "Threshold Amount"7.1(a)(i), and the Seller Indemnified Parties shall not be entitled to recover in respect of any individual claim pursuant to Section 7.1(b)(i), unless the aggregate Losses (as limited by the provisions of this Section 7.3) relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) exceed $50,000; (b) the Buyer Indemnified Parties shall not be entitled to recover in respect of any individual claim pursuant to Section 7.1(a)(i), and the Seller Indemnified Parties shall not be entitled to recover in respect of any individual claim pursuant to Section 7.1(b)(i), unless the aggregate Losses the Buyer Indemnified Parties or the Seller Indemnified Parties (as applicable) would recover under such sections, respectively (as limited by the provisions of this Section 7.3) exceeds $500,000 (the “Deductible”), in which case, the Buyer Indemnified Parties or the Seller Indemnified Parties (as applicable) shall only be entitled to recover Losses in excess of the Deductible; (c) for purposes of clarification, the maximum aggregate recovery by (i) the Buyer Indemnified Parties for Losses under Section 7.1(a)(i) shall not exceed the amount of Escrow Cash, and (ii) the Seller Indemnified Parties for Losses under Section 7.1(b)(i) shall not exceed $2,000,000; (d) each Buyer Indemnified Party shall act in good faith and dedicate reasonable efforts in pursuing and enforcing any and all available rights and claims against third parties for or with respect to the recovery of any Losses for which indemnification may be sought hereunder and upon such recovery, to apply the proceeds thereof so as to reduce the Losses, or if such claims exceed Losses have been recovered from the Threshold AmountEscrow Account, to promptly pay over to Seller such amount to the extent of any indemnity amounts previously recovered from the Escrow Account by such Buyer Indemnified Party hereunder; (e) no Buyer Indemnified Party shall be entitled to recover all of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's liability indemnification under Section 9.2 shall be limited this Article VII for punitive damages except to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds such damages are received and/or awarded to a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller.third party in connection with a Third Party Claim; 9.5.4. After (f) the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant limitations set forth in or made pursuant to this Agreement shall be a claim for indemnification under Sections 7.3(a) and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 7.3(b) shall not apply to indemnification claims brought by Buyer relating arising from any breach of any representation or warranty contained in Sections 3.1 (Organization and Qualification), 3.2 (Authorization), 3.13 (Taxes), and 3.18 (Broker’s Fees and Commissions); and (g) the limitation set forth in Section 7.3(b) shall not apply to indemnification claims arising from any breach of any representation or warranty contained in the liabilities third sentence of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.43.8(a) (Contracts).

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) Seller shall not be required liable for any claim for indemnification pursuant to indemnify Buyer under Section 9.2 8.2(i) unless and until the aggregate amount of Buyer's claims Losses which may be recovered from Seller equals or exceeds $100,000 0.5% (zero point five percent) of the Final Investment Price (the "Threshold Amount"“Deductible”), and if such claims exceed the Threshold Amount, Buyer in which case Purchaser shall only be entitled to recover all of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities Losses in excess of the Deductible; (ii) Seller shall not be liable for any individual Loss or damagesseries of related Losses that do not exceed US$10,000 (which Losses shall not be counted toward the Deductible), and each (iii) the maximum aggregate amount of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to indemnifiable Losses available for indemnification which it may be entitled in respect recovered for indemnification pursuant to any such lossesSection 8.2(i), liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller10.0% (ten percent) of the Final Investment Price. 9.5.4. After (b) Notwithstanding anything herein to the Closing Date, contrary (i) the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant limitations set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 8.4(a) above shall not apply to indemnification claims brought Losses incurred by Buyer relating the Purchaser Indemnitee in connection with or arising from any breach of any representation or warranty of Seller in Section 3.2(a) (Authorization; No Contravention), Section 3.3 (Ownership of Shares), Section 3.5 (Capitalization of OCEN), Section 3.6 (Capitalization of the Target Companies), Section 3.21 (Environmental Matters) and Section 3.22 (Brokers); (ii) the limitations set forth in Section 8.4(a)(iii) above shall not apply to Losses incurred by the Purchaser Indemnitee in connection with or arising from any breach of any representation or warranty of Seller in Section 3.11 (Tax Matters) and (iii) in no event shall any Indemnified Party be entitled to double recovery under this Agreement. Notwithstanding anything herein to the liabilities contrary, in no event shall Seller aggregate total liability arising out of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4or related with indemnifiable Losses under this Agreement, exceed the total amount of the Final Investment Price. (c) For purposes of calculating any Losses resulting from an inaccuracy in, misrepresentation of or breach of, any representation or warranty contained in this Agreement, the terms “material”, “materiality”, “Material Adverse Effect” or similar qualifications shall be disregarded.

Limitation on Indemnification. Exclusive RemedyNo Seller shall be required to provide any indemnification under the provisions of this Article VII (a) unless and until the aggregate Losses of the Persons to whom the Sellers owe such obligations hereunder exceed $200,000 (the "Sellers' Basket") whereupon the Indemnified Parties shall be entitled to indemnification for the aggregate cumulative amount of all such Losses in excess of $200,000 from the Sellers or (b) after the Sellers have made aggregate indemnification payments hereunder of not less than $15,000,000. ----------------------------------------------- 9.5.1. Seller WRF shall not be required to indemnify Buyer provide any indemnification under Section 9.2 the provisions of this Article VII (c) unless and until the aggregate amount Losses of Buyer's claims exceeds the Persons to whom WRF owes such obligations hereunder exceed $100,000 200,000 (the "Threshold AmountWRF Basket"), and if such claims exceed ) whereupon the Threshold Amount, Buyer Indemnified Parties shall be entitled to recover all of its losses, including, without limitation, indemnification for the aggregate cumulative amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses all such Losses in excess of $200,000 or damages (d) after WRF has made aggregate indemnification payments hereunder of not exceeding in the aggregate less than $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.515,000,000. Notwithstanding the foregoing, it is hereby expressly agreed that the Threshold Amount and other limitations contained following items shall not be counted towards the WRF Basket or the Sellers' Basket, as applicable, or the limitation on indemnification set forth in this Section 9.5 shall not apply 7.7: any payment made by WRF under this Article VII in respect of a Loss arising from a claim of breach or nonperformance by WRF of its obligations to indemnification claims brought by Buyer relating to make the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit Contingent Payments pursuant to Section 2.5.42.2(f); any fees and expenses of any Accounting Firm paid by WRF or the Sellers in connection with the resolution of a dispute in the manner set forth in Sections 2.2(e) or 2.2(i); payments made by WRF to LMG pursuant to WRF's obligations set forth in Section 5.16; payments made by WRF or the Sellers pursuant to their respective obligations set forth in Section 5.21; or any indemnification payments by the Sellers hereunder in respect of Losses incurred or sustained by WRF or its Affiliates arising out of, or attributable to, or resulting from the actions or circumstances set forth on Schedules 3.15(g) and 3.15(h) to this Agreement.

Limitation on Indemnification. Exclusive Remedy(a) The parties hereby agree that as a mutual inducement to each of them to enter into, and as a condition for this Agreement, the indemnification provided by this Article VIII shall be the sole and exclusive remedy available ------------ to the parties hereto for any breach of any representation or warranty contained in this Agreement. -----------------------------------------------The parties hereto acknowledge that no party hereto has made any representation or warranty to any other party hereto other than as set forth in this Agreement and in the exhibits and schedules attached hereto. 9.5.1. Seller (b) The amount of any recovery to which any indemnified party shall not be required entitled pursuant to indemnify Buyer under this Article VIII shall be net of (i.e., after deduction) any insurance proceeds inuring to such indemnified party as a result of the facts which entitle such indemnified party to indemnification pursuant to Article VIII. (c) The Stockholder shall have no liability to any member of the PurchasePro Group, and PurchasePro shall have no liability to the Stockholder, for amounts payable pursuant to their respective indemnification obligations in Section 9.2 8.2 until the total of all such Damages incurred by the indemnified party exceed Fifty Thousand Dollars ($50,000) in the aggregate amount of Buyer's claims exceeds $100,000 (the "Threshold Amount"), and if then indemnification by the indemnifying party shall apply to all such claims exceed the Threshold Amount, Buyer shall be entitled to recover all of its losses, including, without limitation, the amount of Damages exceeding the Threshold Amount. 9.5.2. Seller's (d) The Stockholder shall have no liability under Section 9.2 shall be limited to losses or damages not exceeding in any member of the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damagesPurchasePro Group, and each of PurchasePro shall have no liability to the parties hereby agrees Stockholder, pursuant to use reasonable efforts their respective indemnification obligations in Section 8.2 to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller the total of all Damages (subject to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant threshold requirements set forth in or made Section 8.4(c) above) paid by such indemnifying party pursuant to this Agreement shall be a claim for such indemnification under and pursuant to this Article 9obligations exceeds One Million Dollars ($1,000,000) in the aggregate. 9.5.5. Notwithstanding (e) The limitation on the foregoing, the Threshold Amount Stockholder's and other limitations contained PurchasePro's indemnification obligation in Section 8.1 or this Section 9.5 8.4 shall not apply to --- ----------- any fraud by the Stockholder or the Company, or by PurchasePro, as the case may be, of any representation, warranty, covenant or agreement or obligation of such party. In addition, the limitation on the Stockholder's indemnification claims brought by Buyer relating obligation in this Section 8.4 shall not apply to any Damages resulting from (i) ----------- disputes regarding ownership of the liabilities Company Stock, (ii) Actions or Proceedings listed on the Disclosure Schedule and (iii) disputes regarding the Company's ownership of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4Company Intellectual Property.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller (i) The Stockholders shall not be required have no liability to indemnify Buyer under Section 9.2 any member of the NetSol Group, and NetSol shall have no liability to the Stockholders, for amounts payable pursuant to their respective indemnification obligations in this SECTION 5.2 until (x) the aggregate amount of Buyer's claims Damage (including without limitation Tax Damages and Environmental Damages) incurred by the indemnified party in any one case exceeds Five Thousand US-Dollars ($100,000 5,000) (the "Individual Threshold Amount") and (y) the total of all such Damages (in each individual case equal to or in excess of the Individual Threshold Amount) incurred by the indemnified party exceed Fifty Thousand US-Dollars ($50,000) in the aggregate (the "Aggregate Threshold Amount"), and if then indemnification by the indemnifying party shall apply to all such claims exceed Damages including the Aggregate Threshold Amount, Buyer but excluding claims below the Individual Threshold Amount; (ii) In the event NetSol is held liable under any provisions of this Agreement its liability shall be entitled limited to recover all the Indemnity Escrow Amount of its losses, including, without limitation, NetSol in the Indemnity Escrow Account. In this case the Stockholders shall require the Indemnity Escrow Amount of NetSol in the Indemnity Escrow Account to be returned in the equal to the amount of the Threshold Amount. 9.5.2liability for the Damages. Seller's In the event the Stockholders, individually or jointly, are held liable under any provisions of this Agreement their liability under Section 9.2 shall be limited to losses or damages not exceeding the Indemnity Escrow Amount of Stockholders in the aggregate $4,000,000. 9.5.3Indemnity Escrow Account. The amount payable by Seller In this case NetSol shall require the Indemnity Escrow Amount of Stockholders in the Indemnity Escrow Account to Buyer with respect be returned in the equal to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, the liability for the Damages; (iii) The limitation on the Stockholders and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for NetSol's indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained obligation in this Section 9.5 SECTION 5.2(g) shall not apply to indemnification claims brought any intentional breach by Buyer relating to any Stockholder or the liabilities Company, or by NetSol, as the case may be, of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.any representation, warranty, covenant or agreement or obligation of such party; and

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. Seller Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser nor Seller, as the case may be, shall not be required liable for any claim for indemnification pursuant to indemnify Buyer under Section 9.2 8.2(a) or Section 8.3(a), as the case may be, unless and until the aggregate amount of Buyer's claims exceeds $100,000 (the "Threshold Amount"), and if such claims exceed the Threshold Amount, Buyer shall be entitled to recover all of its losses, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to Qualifying Losses which it may be entitled in respect to any such lossesrecovered from Seller or Purchaser, liabilities or damages. Such amount payable shall be further reduced by as the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the lossescase may be, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay exceeds an amount equal to one percent (1%) of the Initial Purchase Price in which case Seller or Purchaser, as the case may be, shall be liable for all such proceeds Losses from the first dollar; provided, that (a) Seller or benefit Purchaser, as the case may be, shall only be liable for any individual Loss or group of related Losses in excess of Twenty-Five Thousand Dollars ($25,000) (such Loss or Losses, a “Qualifying Loss”) and (b) the maximum aggregate amount of indemnifiable Losses which may be recovered for indemnification pursuant to Seller. 9.5.4Section 8.2(a) or Section 8.3(a), as the case may be, shall be an amount equal to ten percent (10%) of the Adjusted Initial Purchase Price. After Notwithstanding anything herein to the Closing Datecontrary, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant limitations set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in first sentence of this Section 9.5 8.4 shall not apply to Losses incurred by (i) any Purchaser Indemnitee in connection with or arising from any matter with respect to which any Purchaser Indemnitee is entitled to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.8.2(b) or Section 8.2(c), as to which the maximum amount of indemnifiable Losses shall be an amount equal to the Adjusted Initial Purchase Price, or Section 8.2(d), as to which no limitation shall apply, or (ii) any Seller Indemnitee in connection with or arising from any matter with respect to which any Seller Indemnitee is entitled to indemnification under Section 8.3(b) or Section 8.3(c), as to which the maximum amount of indemnifiable Losses shall be an amount equal to the Adjusted Initial Purchase Price, or Section 8.3(d), as to which no limitation shall apply. 

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. (a) Subject to Section 10.4(c), Seller shall will not be required to indemnify Buyer under Purchaser with respect to the matters covered by Section 9.2 until 10.2(a), Section 10.2(b) or Section 10.2(c), except to the extent that the cumulative amount of the Damages actually incurred by Purchaser Indemnified Parties as a result of all indemnity claims pursuant to Sections 10.2(a), 10.2(b) and 10.2(c) exceeds $[***]; and Seller will only be required to pay, and will only be liable for, the amount by which the cumulative amount of the Damages actually incurred by Purchaser Indemnified Parties as a result of all indemnity claims pursuant to Sections 10.2(a), 10.2(b) and 10.2(c) exceeds $[***]. (b) Subject to Section 10.4(d), the total amount of the payments that Seller can be required to make pursuant to Sections 10.2(a), 10.2(b) and 10.2(c) will be limited in the aggregate to a maximum of $[***], and Seller’s cumulative liability pursuant to Sections 10.2(a), 10.2(b) and 10.2(c) will in no event exceed such amount. (c) Subject to Section 10.4(d), the total amount of the payments that Seller can be required to make pursuant to Sections 10.2(a) with respect to a breach of any of the Seller’s Fundamental Representations and Warranties (a “Fundamental Indemnification Claim”) will be limited in the aggregate to a maximum of [***] percent ([***]%) of the sum of the amount of the Initial Purchase Price plus the aggregate amount of Buyer's claims exceeds $100,000 any Royalty Payments that become due and payable pursuant to this Agreement. (d) After the "Threshold Amount"), and if such claims exceed the Threshold Amount, Buyer shall be entitled to recover all of its losses, including, without limitationInitial Closing, the amount right of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Purchaser and Seller to Buyer with respect assert indemnification claims and receive indemnification payments pursuant to this Section 9.2 shall 10 will be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive right and remedy exercisable by Purchaser or Seller with respect to the purchase of any party the Specified Assets and the other transactions contemplated by this Agreement (including the certificates and documents delivered pursuant to this Agreement); provided, however, that this Section 10.4(d) shall not prevent Purchaser or Seller from asserting a claim for any misrepresentation fraud or any breach of a warranty intentional misrepresentation, in each case made with intention to deceive (collectively “Fraud”), against Seller or covenant Purchaser, as appropriate, which Fraud claim shall not be subject to the limitations set forth in Sections 10.4(a), 10.4(b) or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 910.4(c). 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.

Limitation on Indemnification. Exclusive Remedy. ----------------------------------------------- 9.5.1. (a) Except with respect to those Excluded Liabilities described in clause (ii) of the definition of "Excluded Liabilities" that are the subject of Section 9.4, Seller shall not be required to indemnify Buyer have no liability under Section 9.2 until the aggregate amount of unless Buyer's aggregate claims exceeds for indemnification exceed $100,000 500,000 (the "Threshold AmountTHRESHOLD"), and if such claims exceed provided that once the Threshold Amountis exceeded, Buyer Seller's liability shall under Section 9.2 shall include amounts constituting the Threshold; provided, further, that the minimum amount of any individual claim for indemnification shall be entitled at least $5,000. In no event shall any adjustment to recover all of its lossesthe Purchase Price pursuant to Section 2.4 count towards the Threshold. In any event, including, without limitation, the amount of the Threshold Amount. 9.5.2. Seller's maximum aggregate liability under Section 9.2 shall be limited to losses or damages not exceeding in $5,000,000 (the aggregate $4,000,000"CAP"). 9.5.3(b) With respect to any Losses claimed under Section 9.4, Seller's maximum aggregate liability shall be limited to $12,000,000. In no event shall Claims for Losses under Section 9.4 apply to the Threshold or the Cap. (c) The amount payable by Seller to Buyer with respect to Section 9.2 or 9.4 shall be reduced by the amount of any insurance proceeds received or expected to be received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for or which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After (d) Notwithstanding anything to the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained contrary in this Section 9.5 shall not apply to indemnification claims brought 9.6, Losses incurred by Buyer relating or the Company arising out of the Excluded Plan are not subject to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4Threshold or Cap.

Limitation on Indemnification. Exclusive Remedy(a) None of the Buyer Indemnified Parties shall assert any Indemnification Claim hereunder against the Controlling Persons until such time as, and solely to the extent that, the aggregate of all such claims which such parties may have against the Controlling Persons shall exceed $40,000 (the "Controlling Persons Indemnification Threshold"); provided, however, the Buyer Indemnified Parties may assert and shall be indemnified for any claim set forth in SCHEDULE 10.5(A) at any time, without regard to whether the aggregate of all Indemnification Claims which such parties may have against the Controlling Persons exceeds the Controlling Persons Indemnification Threshold, it being understood that the amount of any such claim set forth in SCHEDULE 10.5(A) shall not be counted towards the Controlling Persons Indemnification Threshold. ----------------------------------------------- 9.5.1Any claim set forth in SCHEDULE 10.5(A) and any other claim exceeding the Controlling Person's Threshold shall first be satisfied from the Escrow Shares (if any are then held under the Escrow Agreement) at the Average Trading Price on the date of payment. Seller After the complete distribution of Escrow Shares, Controlling Persons may pay any Indemnification Claim not precluded by SECTION 10.6 in the form of Parent Stock valued at the Average Trading Price on the date of payment, but shall not be required to indemnify Buyer pay more than one half of shares to which they are entitled under Section 9.2 SECTION 1.6 hereof. (b) None of the Seller Indemnified Parties shall assert any Indemnification Claim hereunder against the Buyers until such time as, and solely to the extent that, the aggregate amount of Buyer's all such claims exceeds which the Controlling Persons and/or Stockholders may have against the Buyers shall exceed $100,000 40,000 (the "Threshold AmountBuyer Indemnification Threshold"). Buyer may pay any Indemnification Claim in Parent Stock valued at the Average Trading Price on the date of payment. (c) Notwithstanding any other term of this Agreement, and if such claims exceed the Threshold Amount, Buyer no Controlling Person shall be entitled to recover all of its losses, including, without limitation, liable under this ARTICLE 10 for an amount which exceeds the amount of the Threshold Amount. 9.5.2Merger Consideration received by such Controlling Person. Seller's Each Controlling Person may pay any liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustained) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or a tax benefit is realized after payment has been made by Seller to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit to Seller. 9.5.4. After the Closing Date, the sole and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating to the liabilities of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to Section 2.5.4.SECTION10 with

Limitation on Indemnification. Exclusive Remedy. -----------------------------------------------The indemnification provided for in Sections 7.13, 7.14, 7.15 and 7.16 shall be subject to the following limitations: 9.5.1. Seller (a) None of the Company, the Controlling Shareholders or the Parents shall not be required obligated to indemnify Buyer under Section 9.2 pay any indemnification to an Indemnified Party until the aggregate amount of Buyer's claims all amounts payable to the Indemnified Parties in respect of indemnification exceeds $100,000 U.S.$200,000 (the "Threshold “Basket Amount"”). For the avoidance of doubt, the Basket Amount is not a deductible and if such claims exceed the Threshold aggregate amount for any indemnification exceeds the Basket Amount, Buyer the Company, the Controlling Shareholders or the Parents, as the case may be, shall be entitled obligated to recover all pay the full amount of its losses, including, without limitationsuch aggregated indemnification; (b) Notwithstanding anything to the contrary in this Agreement, the amount aggregate indemnification payable by the Company, the Controlling Shareholders and the Parents for the Losses of all Indemnified Parties in respect of all breaches of the Threshold Amount. 9.5.2. Seller's liability under Section 9.2 shall be limited to losses or damages not exceeding in the aggregate $4,000,000. 9.5.3. The amount payable by Seller to Buyer with respect to Section 9.2 shall be reduced by the amount representations and warranties herein and of any insurance proceeds received by Buyer with respect to losses, liabilities or damages, and each other provisions of this Agreement shall in any event not exceed 75% of the parties hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect to any such losses, liabilities or damages. Such amount payable shall be further reduced by the amount of any tax benefit actually realized Purchase Price; (including by refund or by reduction or offset against taxes otherwise payable had the losses, liabilities or damages not been sustainedc) by Buyer (or the affiliated or combined group of which it is a member) by reason of the payment or incurrence by Buyer of the losses, liabilities or damages for which indemnity is sought or the occurrence of the event giving rise to such losses, liabilities or damages. To the extent that insurance proceeds are received and/or the Buyers receive payment of the Put Price following an exercise of the Put, the rights of any Indemnified Party to be indemnified, or to recover damages at law, for a tax benefit is realized after payment has been made by Seller to Buyer, Buyer breach of any representation or warranty herein shall promptly pay be offset in an amount equal to the Put Price actually received by the Buyers; (d) If the Buyers receive full payment of the Put Price following their exercise of the Put, they agree to provide the Company with a written acknowledgment that such proceeds or benefit payment of the Put Price has released the obligations of the Company to Seller.pay any amount in respect of indemnification under the Share Purchase Agreement; and 9.5.4. After (e) For the Closing Dateavoidance of doubt, the sole limitations of Sections 7.18(a) and exclusive remedy of any party for any misrepresentation or any breach of a warranty or covenant set forth in or made pursuant to this Agreement shall be a claim for indemnification under and pursuant to this Article 9. 9.5.5. Notwithstanding the foregoing, the Threshold Amount and other limitations contained in this Section 9.5 shall not apply to indemnification claims brought by Buyer relating (b) are without prejudice to the liabilities rights of Seller that are not Assumed Liabilities ad for which Buyer did not receive a credit pursuant to parties under Section 2.5.48.11 or other rights the parties may have at law or equity.