Common use of Limitation on Indemnity/Commitments Clause in Contracts

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto with respect to any breach of any representation or warranty pursuant to Sections 8.3(a) or (b) shall be limited to Claims for Damages made prior to last date of survival thereof referred to in Section 8.2. The indemnification obligation of the parties hereto with respect to any breach of any covenant or agreement pursuant to Sections 8.3(a) or (b) shall survive indefinitely subject to the terms of this Agreement. (ii) Buyer may not recover Damages from the Sellers pursuant to Section 8.3(a)(i) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking indemnification exceeds two hundred fifty thousand dollars ($250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which Buyer is seeking indemnification exceeds such amount, Buyer may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which the Sellers shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iii) No Seller may recover damages from Buyer pursuant to Section 8.3(b)(i) until the aggregate amount of Damages for which such Seller is seeking indemnification exceeds two hundred and fifty thousand dollars (250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which such Seller is seeking indemnification exceeds such amount, such Seller may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which Buyer shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iv) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person in respect of any Claim made by such Person received by the indemnifying party prior to the expiration of the applicable survival period provided herein.

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto Shareholders and of the Purchasers and CSR with respect to any breach Breach of any representation or warranty pursuant to Sections 8.3(aSection 10.2(a)(i) or (bb)(i) and of the Shareholders with respect to Damages arising under Section 10.2(a)(iii) shall be limited to Claims for Damages made prior to the last date of survival thereof referred to in Section 8.210.1. The indemnification obligation of the parties hereto Shareholders and the Purchasers and CSR with respect to any breach Breach of any covenant or agreement pursuant to Sections 8.3(aSection 10.2(a)(ii) or (bb)(ii) shall survive indefinitely subject to the terms of this Agreement. (ii) Buyer The Shareholder Indemnified Parties may not recover Damages from the Sellers Shareholders pursuant to Section 8.3(a)(i10.2(a)(i) or 10.3(a)(iii) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking the Shareholder Indemnified Parties, in the aggregate, are entitled to indemnification under Section 10.2(a)(i) or 10.3(a)(iii) exceeds two hundred fifty thousand dollars Two Hundred Thousand Dollars ($250,000200,000) (the "Threshold"); PROVIDEDprovided, HOWEVERhowever, in the event that the aggregate amount of Damages for which Buyer is the Shareholder Indemnified Parties are seeking indemnification under Section 10.2(a)(i) or 10.3(a)(iii) exceeds such amount, Buyer the Shareholder Indemnified Parties may recover the full amount of such Damages less in excess of One Hundred Thousand Dollars ($250,000. Notwithstanding 100,000); provided, further, however, that for Claims Notices given prior to the foregoing, first anniversary of the Closing Date the maximum aggregate amount of damages such Damages for which the Sellers Shareholders shall be liable pursuant to this Section 8.3 10.2(a)(i) and 10.3(a)(iii) shall be not exceed Five Million Dollars $10,000,0005,000,000) and, plus that, for Claims Notices given on or minus after the amount first anniversary of any post-the Closing adjustment as set forth in Section 2.3 hereof. (iii) No Seller may recover damages from Buyer pursuant to Section 8.3(b)(i) until Date, the maximum aggregate amount of Damages for which such Seller is seeking indemnification exceeds two hundred and fifty thousand dollars (250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which such Seller is seeking indemnification exceeds such amount, such Seller may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which Buyer the Shareholders shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iv) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person in respect of any Claim made by such Person received by the indemnifying party prior to the expiration of the applicable survival period provided herein.liable

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto with respect to any breach of any representation or warranty pursuant to Sections 8.3(a9.3(a) or (b) shall be limited to Claims for Damages made prior to last date of survival thereof referred to in Section 8.29.2. The indemnification obligation of the parties hereto with respect to any breach of any covenant or agreement pursuant to Sections 8.3(a9.3(a) or (b) shall survive indefinitely subject to the terms of this Agreement. (ii) The Buyer Indemnified Parties may not recover Damages from the Sellers any Seller pursuant to Section 8.3(a)(i9.3(a)(i) until the aggregate amount of Damages relating to such Claims for which the Buyer is Indemnified Parties, in the aggregate, are seeking indemnification under Section 9.3(a)(i) exceeds two hundred and fifty thousand dollars ($250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which the Buyer is Indemnified Parties are seeking indemnification under Section 9.3(a)(i) exceeds such amount, the Buyer Indemnified Parties may recover the full amount of such Damages less two hundred thousand dollars ($250,000200,000) (the "DEDUCTIBLE"). Notwithstanding the foregoing, the maximum amount of damages Damages for which the Sellers shall be liable pursuant to this Section 8.3 9.3 shall be $10,000,000, 20,000,000 plus (in the case of payments to the Sellers pursuant to Section 3.1(c)) or minus (in the case of payments to Buyer pursuant to Section 3.1(b)) the amount of any post-Closing post closing adjustment as set forth in Section 2.3 3.1 hereof. The Buyer Indemnified Parties shall have the right to make a Claim hereunder prior to the time at which the Deductible (if any) that is applicable to such Claim has been surpassed for the purpose of asserting such Claim within the relevant survival period of the applicable indemnification obligation, and any such Claim made within such period shall, to the extent such Deductible ultimately is met, survive until its final resolution. (iii) No The Seller Indemnified Parties may not recover damages Damages from Buyer pursuant to Section 8.3(b)(i9.3(b)(i) until the aggregate amount of Damages for which such the Seller is Indemnified Parties, in the aggregate, are seeking indemnification exceeds two hundred and fifty thousand dollars ($250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which such Seller is the Sellers Indemnified Parties, are seeking indemnification under Section 9.3(b)(i) exceeds such amount, such the Seller Indemnified Parties may recover the full amount of such Damages less $250,000the Deductible. Notwithstanding the foregoing, the maximum amount of damages Damages for which Buyer shall be liable pursuant to this Section 8.3 9.3 shall be an amount equal to $10,000,000. The Seller Indemnified Parties shall have the right to make a Claim hereunder prior to the time at which the Deductible (if any) that is applicable to such Claim has been surpassed for the purpose of asserting such Claim within the relevant survival period of the applicable indemnification obligation, plus or minus and any such Claim made within such period shall, to the amount of any post-Closing adjustment as set forth in Section 2.3 hereofextent such Deductible ultimately is met, survive until its final resolution. (iv) The Sellers' liability under the indemnification provisions of Section 9.3(a) hereof or otherwise under this Agreement shall be subject to reduction in an amount equal to the value of any (i) net tax benefit (giving effect to the time value of money at a discounting rate of 10%) realized by Buyer (by reason of a tax deduction, basis adjustment, shifting of income, credits and/or deductions or otherwise from one or more fiscal periods to another); (ii) insurance benefit realized by Buyer in connection with the loss or damage suffered by Buyer which forms the basis of the Sellers' liability hereunder and (iii) third party (i.e., non- Seller) indemnified benefit realized by Buyer in connection with the loss or damage suffered by Buyer which forms the basis of Sellers' liability hereunder; PROVIDED, HOWEVER, that Buyer shall have no obligation to pursue any benefits described in clause (iii) above but shall be required to pursue benefits described in clause (ii) above, in each case before making a claim against the Sellers pursuant to the terms of this Section 9.3; (v) Buyer's liability under the indemnification provisions of Section 9.3(b) hereof or otherwise under this Agreement shall be subject to reduction in an amount equal to the value of any (i) net tax benefit any Seller (giving effect to the time value of money at a discounting rate of 10%) realized (by reason of a tax deduction, basis adjustment, shifting of income, credits and/or deductions or otherwise from one or more fiscal periods to another); (ii) insurance benefit realized by any Seller in connection with the loss or damage suffered by such Seller which forms the basis of Buyer's liability hereunder and (iii) third party (i.e., non- Buyer) indemnified benefit realized by Buyer in connection with the loss or damage suffered by the Sellers which forms the basis of Buyer's liability hereunder; PROVIDED, HOWEVER, that the Sellers shall have no obligation to pursue any benefits described in clause (iii) above but shall be required to pursue benefits described in clause (ii) above, in each case before making a claim against Buyer pursuant to the terms of this Section 9.3; (vi) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person in respect of any Claim made by such Person received by the indemnifying party prior to the expiration of the applicable survival period provided herein; (vii) It is specifically understood and agreed that in the event a misrepresentation made herein or pursuant hereto or a breach of any representation, warranty or covenant contained herein is discovered by any party hereto and asserted by it after the Closing, the remedy of such party shall be limited to indemnification as set forth in Section 9.3(a) (in the case of Buyer) and Section 9.3(b) (in the case of the Sellers) hereof (as limited by the provisions set forth in this Section or elsewhere in this Agreement), and such party shall not be entitled to the rescission of this Agreement, nor shall a multiplier be used in the computation of Damages as the amount of a Claim, nor shall such party otherwise be entitled to any consequential damages including, without limitation, lost profits.

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto indemnifying party and the Purchaser with respect to any breach Breach of any representation or warranty pursuant to Sections 8.3(aSection 10.2(a)(i), (a)(iii) or (bb)(i) shall be limited to Claims for Damages made prior to the last date of survival thereof referred to in Section 8.210.1. The indemnification obligation of the parties hereto indemnifying party with respect to any breach Breach of any covenant or agreement pursuant to Sections 8.3(aSection 10.2(a)(ii), (b)(ii) or (bb)(iii) shall survive indefinitely subject to the terms of this Agreement. (ii) Buyer Except as provided in Section 10.2(e)(iii), the Seller Indemnified Parties may not recover Damages from the Sellers indemnifying party pursuant to Section 8.3(a)(i10.2(a)(i) and (iii) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking the Seller Indemnified Parties, in the aggregate, are entitled to indemnification under Section 10.2(a)(i) and (iii) exceeds two hundred fifty thousand dollars One Hundred Thousand Dollars ($250,000100,000) (the "Threshold"); PROVIDEDprovided, HOWEVERhowever, in the event that the aggregate amount of Damages for which Buyer is the Seller Indemnified Parties are seeking indemnification under Section 10.2(a)(i) exceeds such amount, Buyer the Seller Indemnified Parties may recover the full amount of such Damages less $250,000. Notwithstanding the foregoingDamages; provided, further, however, that the maximum aggregate amount of damages such Damages for which the Sellers shall be liable pursuant shall not exceed Three Million Dollars ($3,000,000). The Seller Indemnified Parties shall have the right to this make a Claim hereunder prior to the time at which the Threshold that is applicable to Claims under Section 8.3 shall be $10,000,00010.2(a)(i) and (iii) has been surpassed for the purpose of asserting such Claim within the relevant survival period of the applicable indemnification obligation and any such Claim made within such period shall, plus or minus to the amount of any post-Closing adjustment as set forth in Section 2.3 hereofextent such Threshold ultimately is met, survive until its final resolution. (iii) No Seller The Threshold and maximum damages limitations in Section 10.2(e)(ii) shall not apply to any Damages incurred in connection with, arising out of or resulting from any Breach of any representation or warranty made by the Sellers in Section 5.3, 5.9, 5.11 with respect to ERISA plans, and 5.17. (iv) The Purchaser Indemnified Parties may not recover damages Damages from Buyer the Purchaser pursuant to Section 8.3(b)(i10.2(b)(i) until the aggregate amount of Damages relating to such Claims for which such Seller is seeking the Purchaser Indemnified Parties, in the aggregate, are entitled to indemnification under Section 10.2(b)(i) exceeds two hundred and fifty thousand dollars (250,000)the Threshold; PROVIDEDprovided, HOWEVERhowever, in the event that the aggregate amount of Damages for which such Seller is the Purchaser Indemnified Parties are seeking indemnification under Section 10.2(b)(i) exceeds such amount, such Seller the Purchaser Indemnified Parties may recover the full amount of such Damages less $250,000. Notwithstanding the foregoingDamages; provided, further, however, that the maximum aggregate amount of damages Damages for which Buyer the Purchaser shall be liable pursuant to this Section 8.3 10.2(b)(i) shall be not exceed Two Million Dollars ($10,000,0002,000,000). The Purchaser Indemnified Parties shall have the right to make a Claim hereunder prior to the time at which the Threshold that is applicable to Claims under Section 10.2(b)(i) has been surpassed for the purpose of asserting such Claim within the relevant survival period of the applicable indemnification obligation and any such Claim made within such period shall, plus or minus to the amount of any post-Closing adjustment as set forth in Section 2.3 hereofextent such Threshold ultimately is met, survive until its final resolution. (ivv) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person an indemnified party in respect of any Claim made by such Person indemnified party received by the indemnifying party Sellers prior to the expiration of the applicable survival period provided herein.

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto Surviving Corporation with respect to any breach Breach of any representation or warranty pursuant to under Sections 8.3(a10.2(a)(i) or (band 10.2(b)(i) hereof shall be limited to Claims for Damages made prior to the last date of survival thereof referred to in Section 8.2. The indemnification obligation of the parties hereto with respect to any breach of any covenant or agreement pursuant to Sections 8.3(a) or (b) shall survive indefinitely subject to the terms of this Agreementthereof. (ii) Buyer The MFSC Indemnified Parties may not recover Damages from the Sellers pursuant to seek indemnification under Section 8.3(a)(i10.2(a)(i) or (iii) until the aggregate amount of Damages relating to such Claims for which Buyer is the MFSC Indemnified Parties are seeking indemnification exceeds two hundred fifty thousand dollars Five Hundred Thousand Dollars ($250,000500,000); PROVIDEDprovided, HOWEVERhowever, in the event that the aggregate amount of Damages for which Buyer is the MFSC Indemnified Parties are seeking indemnification exceeds such amount, Buyer the MFSC Indemnified Parties may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which the Sellers shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereofDamages. (iii) No Seller The CSR Indemnified Parties may recover damages from Buyer pursuant to not seek indemnification under Section 8.3(b)(i10.2(b)(i) or (iii) until the aggregate amount of Damages for which such Seller is the CSR Indemnified Parties are seeking indemnification exceeds two hundred and fifty thousand dollars Five Hundred Thousand Dollars (250,000$500,000); PROVIDEDprovided, HOWEVERhowever, in the event that the aggregate amount of Damages for which such Seller is the CSR Indemnified Parties are seeking indemnification exceeds such amount, such Seller the CSR Indemnified Parties may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which Buyer shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereofDamages. (iv) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person in respect of any Claim made by such Person received by the indemnifying party Party prior to the expiration of the applicable survival period provided herein.

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto with respect to any breach of any representation or warranty pursuant to Sections 8.3(a) or (b) shall be limited to Claims for Damages made prior to last date of survival thereof referred to in Section 8.2. The indemnification obligation of the parties hereto with respect to any breach of any covenant or agreement pursuant to Sections 8.3(a) or (b) shall survive indefinitely subject to the terms of this Agreement. (ii) Buyer Shareholders' Indemnified Parties may not recover Damages from the Sellers Shareholders pursuant to Section 8.3(a)(i10.2(a)(i) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking indemnification exceeds two hundred fifty thousand dollars ($250,000); PROVIDED, HOWEVERthe Shareholders Indemnified Parties, in the aggregate, are seeking, or have sought, indemnification under Section 10.2(a)(i) exceeds Fifty Thousand Dollars ($50,000) (the "Threshold"); provided, however, that in the event that the aggregate amount of Damages for which Buyer is seeking the Shareholders' Indemnified Parties are seeking, or have sought, indemnification pursuant to Section 10.2(a)(i) exceeds such amountthe Threshold, Buyer the Shareholders' Indemnified Parties may recover the full amount of such Damages less $250,000and provided, further, that (A) Claims for Damages pursuant to Section 10.2(a)(i) resulting from a Breach of the representations and warranties contained in Sections 5.3 or 5.6 and indemnification for Taxes pursuant to Section 10.3, (B) Claims for Damages pursuant to Section 10.2(a)(ii) resulting from a Breach of any of the payment obligations contained in Article III, and (C) Claims for Damages pursuant to Section 10.2(a)(vi) (such claims in (A), (B) and (C), "Excluded Claims") shall not be subject to the Threshold. Notwithstanding The Shareholders' Indemnified Parties shall have the foregoing, right to make a Claim hereunder prior to the maximum amount of damages for time at which the Sellers shall be liable pursuant Threshold that is applicable to this Section 8.3 shall be $10,000,000such Claim has been surpassed for the purpose of asserting such Claim within the relevant survival period of the applicable indemnification obligation and any such Claim made within such period shall, plus or minus to the amount of any post-Closing adjustment as set forth in Section 2.3 hereofextent such Threshold ultimately is met, survive until its final resolution. (iiiii) No Seller The Parent Indemnified Parties may not recover damages Damages from Buyer the Parent pursuant to Section 8.3(b)(i10.2(b)(i) until the aggregate amount of Damages for which such Seller is seeking indemnification exceeds two hundred and fifty thousand dollars (250,000); PROVIDED, HOWEVERthe Parent Indemnified Parties, in the aggregate, are seeking indemnification pursuant to Section 10.2(b)(i) exceeds the Threshold; provided, however, that in the event that the aggregate amount of Damages for which such Seller is the Parent Indemnified Parties are seeking indemnification pursuant to Section 10.2(b)(i) exceeds such amountthe Threshold, such Seller the Parent Indemnified Parties may recover the full amount of such Damages less $250,000Damages. Notwithstanding The Parent Indemnified Parties shall have the foregoingright to make a Claim hereunder prior to the time at which the Threshold that is applicable to such Claim has been surpassed for the purpose of asserting such Claim within the relevant survival period of the applicable indemnification obligation and any such Claim made within such period shall, to the maximum amount of damages for which Buyer shall be liable pursuant to this Section 8.3 shall be $10,000,000extent such Threshold ultimately is met, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereofsurvive until its final resolution. (iviii) Neither (a) Notwithstanding anything to the termination contrary in this Agreement, the liability of the representations or warranties contained herein, nor (bShareholders for Damages pursuant to Section 10.2(a) and the expiration liability of the indemnification obligations described aboveParent for Damages pursuant to Section 10.2(b) shall not exceed the aggregate Merger Consideration actually paid to the Shareholders (including any amounts or shares held in escrow); provided that shares of Parent Common Stock included in the Merger Consideration and issued pursuant to a specific Section of the Agreement (including, will affect without limitation, Sections 2.4(b)(i), 2.4(b)(ii), 2.7(a)(i) and 2.7(a)(ii)) shall be valued at an amount equal to the rights number of a Person shares issued pursuant to such Section multiplied by the price per share attributed to such shares pursuant to such Section; and provided further the liability of the Shareholders for Damages in respect of any Claim made by such Person received by the indemnifying party prior to the expiration of the applicable survival period provided hereinExcluded Claims shall be unlimited.

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto Sellers and the Purchaser with respect to any breach Breach of any representation or warranty pursuant to Sections 8.3(aSection 10.2(a)(i) or (bb)(i) shall be limited to Claims for Damages made prior to the last date of survival thereof referred to in Section 8.210.1. The indemnification obligation of the parties hereto Sellers and the Purchaser with respect to any breach Breach of any covenant or agreement pursuant to Sections 8.3(aSection 10.2(a)(ii) or (bb)(ii) shall survive indefinitely subject to the terms of this Agreement. (ii) Buyer The Seller Indemnified Parties may not recover Damages from the Sellers pursuant to Section 8.3(a)(i10.2(a)(i) or 10.3(a)(iii) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking the Indemnified Parties, in the aggregate, are entitled to indemnification under Section 10.2(a)(i) or 10.3(a)(iii) exceeds two hundred fifty thousand dollars One Hundred Thousand Dollars ($250,000100,000) (the "Threshold"); PROVIDEDprovided, HOWEVERhowever, in the event that the aggregate amount of Damages for which Buyer is the Indemnified Parties are seeking indemnification under Section 10.2(a)(i) or 10.3(a)(iii) exceeds such amount, Buyer the Indemnified Parties may recover the full amount of such Damages less $250,000Damages. Notwithstanding the foregoingExcept as provided in Section 10.2(e)(iii), the maximum amount of damages Damages for which the Sellers shall be liable pursuant to this Section 8.3 10.2 shall be Two Million Dollars ($10,000,0002,000,000). The Indemnified Parties shall have the right to make a Claim hereunder prior to the time at which the Threshold that is applicable to such Claim has been surpassed for the purpose of asserting such Claim within the relevant survival period of the applicable indemnification obligation and any such Claim made within such period shall, plus or minus to the amount of any post-Closing adjustment as set forth in Section 2.3 hereofextent such Threshold ultimately is met, survive until its final resolution. (iii) No Seller The maximum damages limitations in Section 10.2(f) (ii) shall not apply to any Damages incurred in connection with, arising out of, or resulting from any Breach of any representation or warranty made by the Sellers in Sections 5.3, 5.10, 5.11, 5.12 and 5.18. (iv) The Purchaser Indemnified Parties may not recover damages Damages from Buyer the Purchaser pursuant to Section 8.3(b)(i10.2(b)(i) until the aggregate amount of Damages for which such Seller is seeking the Purchaser Indemnified Parties, in the aggregate, are entitled to indemnification exceeds two hundred and fifty thousand dollars (250,000)the Threshold; PROVIDEDprovided, HOWEVERhowever, in the event that the aggregate amount of Damages for which such Seller is the Purchaser Indemnified Parties are seeking indemnification under Section 10.2(b)(i) exceeds such amount, such Seller the Purchaser Indemnified Parties may recover the full amount of such Damages less $250,000Damages. Notwithstanding the foregoing, the maximum aggregate amount of damages Damages for which Buyer the Purchaser 57 59 shall be liable pursuant to this Section 8.3 10.2 shall be an amount equal to Two Million Dollars ($10,000,0002,000,000). The Purchaser Indemnified Parties shall have the right to make a Claim hereunder prior to the time at which the Threshold that is applicable to such Claim has been surpassed for the purpose of asserting such Claim within the relevant survival period of the applicable indemnification obligation and any such Claim made within such period shall, plus or minus to the amount of any post-Closing adjustment as set forth in Section 2.3 hereofextent such Threshold ultimately is met, survive until its final resolution. (ivv) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person an indemnified party in respect of any Claim made by such Person indemnified party received by the indemnifying party Sellers prior to the expiration of the applicable survival period provided herein.

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto with respect to any breach of any representation or warranty pursuant to Sections 8.3(a) or (b) shall be limited to Claims for Damages made prior to last date of survival thereof referred to in Section 8.2. The indemnification obligation of the parties hereto with respect to any breach of any covenant or agreement pursuant to Sections 8.3(a) or (b) shall survive indefinitely subject to the terms of this Agreement. (ii) Buyer may not recover Damages from the Sellers pursuant to Section 8.3(a)(i) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking indemnification exceeds two hundred and fifty thousand dollars ($250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which Buyer is seeking indemnification exceeds such amount, Buyer may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which the Sellers shall be liable pursuant to this Section 8.3 shall be twenty-eight million dollars ($10,000,00028,000,000), plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iii) No Seller may recover damages Damages from Buyer pursuant to Section 8.3(b)(i) until the aggregate amount of Damages for which such Seller is seeking indemnification exceeds two hundred and fifty thousand dollars ($250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which such Seller is seeking indemnification exceeds such amount, such Seller may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which Buyer shall be liable pursuant to this Section 8.3 shall be twenty- eight million dollars ($10,000,00028,000,000), plus or minus the amount of any post-post- Closing adjustment as set forth in Section 2.3 hereof. (iv) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person in respect of any Claim made by such Person received by the indemnifying party prior to the expiration of the applicable survival period provided herein.

Limitation on Indemnity/Commitments. (i) The indemnification obligation obligations of Seller with respect to any breach of any representation or warranty pursuant to Section 7.2(a)(i) shall be limited to Claims made on or prior to the last date of survival thereof referred to in Section 7.1. The indemnification obligations of Seller with respect to any other bases for indemnification obligations of Seller pursuant to clauses (ii), (iii) and (iv) of Section 7.2(a) shall survive until the expiration of the parties hereto applicable statutes of limitations, subject to the terms of this Agreement. (ii) The indemnification obligations of Buyer with respect to any breach of any representation or warranty pursuant to Sections 8.3(a) or (b7.2(b)(i) shall be limited to Claims for Damages made on or prior to the last date of survival thereof referred to in Section 8.27.1. The indemnification obligation obligations of the parties hereto Buyer with respect to any breach other bases for indemnification obligations of any covenant or agreement Buyer pursuant to Sections 8.3(aclauses (ii), (iii) or and (biv) of Section 7.2(b) shall survive indefinitely until the expiration of the applicable statutes of limitations, subject to the terms of this Agreement. (iiiii) Buyer The Seller Indemnified Parties may not recover Damages from the Sellers Seller pursuant to Section 8.3(a)(i7.2(a)(i) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking indemnification exceeds two hundred fifty thousand dollars ($250,000); PROVIDED, HOWEVERthe Seller Indemnified Parties, in the event that the aggregate amount of Damages for which Buyer is aggregate, are seeking indemnification under Section 7.2(a)(i) exceeds such amountan amount equal to Six Hundred Thousand Dollars ($600,000) (the “Threshold”), Buyer may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for at which the Sellers point Seller shall be liable for, and the Seller Indemnified Parties shall be entitled to recover only the Damages in excess of the Threshold; provided, however, that Claims for Damages pursuant to this Section 8.3 shall be $10,000,0007.2(a)(i) resulting from common law fraud, plus intentional misrepresentation or minus a breach of the amount of any post-Closing adjustment as representations and warranties set forth in Section 2.3 hereof. 3.2 (Authority; No Conflict), Section 3.8 (Taxes), and Section 3.14 (Environmental Matters) shall not be subject to the Threshold, and shall be recoverable from the first dollar. The Seller Indemnified Parties shall have the right to make a Claim under Section 7.2(a)(i) prior to the time the Threshold has been surpassed for the purpose of asserting such Claim within the relevant survival period and any such Claim made within such period shall, to the extent the Threshold ultimately is met, survive until its final resolution. This Section 7.2(g)(ii) shall not apply to Claims for indemnification made pursuant to clauses (ii) or (iii) No Seller may recover damages from Buyer pursuant to of Section 8.3(b)(i) until the aggregate amount of Damages for which such Seller is seeking indemnification exceeds two hundred and fifty thousand dollars (250,0007.2(a); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which such Seller is seeking indemnification exceeds such amount, such Seller may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which Buyer shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iv) The aggregate amount of Damages that may be recovered by the Seller Indemnified Parties pursuant to Section 7.2(a)(i) shall not exceed Fifteen Million Dollars ($15,000,000); provided, however, that this limitation shall not apply to Claims for Damages pursuant to Section 7.2(a)(i) resulting from common law fraud, intentional misrepresentation or a breach of the representations and warranties set forth in Section 3.2 (Authority; No Conflict), Section 3.8 (Taxes), and Section 3.14 (Environmental Matters). This Section 7.2(f)(iii) shall not apply to Claims for indemnification made pursuant to clauses (ii) or (iii) of Section 7.2(a). (v) For purposes of (x) determining, from and after the Closing Date, whether Seller has breached any representation or warranty set forth in Article III hereof and (y) calculating the amount of Damages that is subject to indemnification under this Agreement in connection with the breach of any such representation or warranty, the determination of such breach and the calculation of the amount of such Damages (as the case may be) shall be determined without regard to any “material,” “Seller Material Adverse Effect,” “Buyer Material Adverse Effect” or like materiality qualifier set forth in any such representation or warranty. (vi) Neither (aA) the termination of the representations or warranties contained herein, nor (bB) the expiration of the indemnification obligations described above, will affect the rights of a Person in respect of any Claim made by such Person received by the indemnifying party prior to the expiration of the applicable survival period provided herein. (vii) To the extent that any Liability that is subject to indemnification under this Agreement is covered by insurance, the amount of any indemnity payment shall be net of the Net Proceeds of any insurance policy paid to the indemnified party with respect to such Liability. For purposes of this Section, “Net Proceeds” shall mean the insurance proceeds actually received, from any insurance source, less any expenses of recovery, deductibles, and/or co-payments. If any amounts are reimbursed under insurance coverage from any insurance source subsequent to indemnification under this Article, the indemnified party shall reimburse the indemnifying party in an amount equal to the amounts subsequently received under insurance coverage (net of the expenses of recovery). (viii) Notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained herein will give rise to any right on the part of Buyer or Seller, after the Closing, to rescind this Agreement or any of the transactions contemplated hereby, and any and such rescission rights are hereby waived. (ix) In addition to the limitations set forth in Section 11.17 and elsewhere in this Agreement, in no event shall an indemnifying party be liable for punitive damages sustained or claimed by an indemnified party except to the extent such damages arise from a third-party Claim. An indemnified party shall use reasonable efforts to mitigate any Damages. Damages shall be determined after taking into account any indemnity, contribution or other similar payment received by the indemnified party from any third-party with respect thereto.

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto indemnifying party with respect to any breach Breach of any representation or warranty pursuant to Sections 8.3(aSection 10.2(a)(i), (a)(iii) or (bb)(i) shall be limited to Claims for Damages made prior to the last date of survival thereof referred to in Section 8.210.1. The indemnification obligation of the parties hereto indemnifying party with respect to any breach Breach of any covenant or agreement pursuant to Sections 8.3(aSection 10.2(a)(ii) or (bb)(ii) shall survive indefinitely subject to the terms of this Agreement. (ii) Buyer The Seller Indemnified Parties may not recover Damages from the Sellers indemnifying party pursuant to Section 8.3(a)(i10.2(a)(i) and (iii) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking the Seller Indemnified Parties, in the aggregate, are entitled to indemnification under Section 10.2(a)(i) and (iii) exceeds two hundred fifty thousand dollars One Hundred Thousand Dollars ($250,000100,000) (the "Threshold"); PROVIDEDprovided, HOWEVERhowever, in the event that the aggregate amount of Damages for which Buyer is the Seller Indemnified Parties are seeking indemnification under Section 10.2(a)(i) exceeds such amount, Buyer the Seller Indemnified Parties may recover the full amount of such Damages less $250,000. Notwithstanding the foregoingDamages; provided, further, however, that the maximum aggregate amount of damages such Damages for which the Sellers shall be liable pursuant shall not exceed an amount equal to this the Closing Payment. The Seller Indemnified Parties shall have the right to make a Claim hereunder prior to the time at which the Threshold that is applicable to Claims under Section 8.3 shall be $10,000,00010.2(a)(i) and (iii) has been surpassed for the purpose of asserting such Claim within the relevant survival period of the applicable indemnification obligation and any such Claim made within such period shall, plus or minus to the amount of any post-Closing adjustment as set forth in Section 2.3 hereofextent such Threshold ultimately is met, survive until its final resolution. (iii) No Seller The Purchaser Indemnified Parties may not recover damages Damages from Buyer the Purchaser pursuant to Section 8.3(b)(i10.2(b)(i) until the aggregate amount of Damages relating to such Claims for which such Seller is seeking the Purchaser Indemnified Parties, in the aggregate, are entitled to indemnification under Section 10.2(b)(i) exceeds two hundred and fifty thousand dollars (250,000)the Threshold; PROVIDEDprovided, HOWEVERhowever, in the event that the aggregate amount of Damages for which such Seller is the Purchaser Indemnified Parties are seeking indemnification under Section 10.2(b)(i) exceeds such amount, such Seller the Purchaser Indemnified Parties may recover the full amount of such Damages less $250,000. Notwithstanding the foregoingDamages; provided, further, however, that the maximum aggregate amount of damages Damages for which Buyer the Purchaser shall be liable pursuant to this Section 8.3 10.2(b)(i) shall be not exceed Two Million Dollars ($10,000,0002,000,000). The Purchaser Indemnified Parties shall have the right to make a Claim hereunder prior to the time at which the Threshold that is applicable to Claims under Section 10.2(b)(i) has been surpassed for the purpose of asserting such Claim within the relevant survival period of the applicable indemnification obligation and any such Claim made within such period shall, plus or minus to the amount of any post-Closing adjustment as set forth in Section 2.3 hereofextent such Threshold ultimately is met, survive until its final resolution. (iv) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person an indemnified party in respect of any Claim made by such Person indemnified party received by the indemnifying party Sellers prior to the expiration of the applicable survival period provided herein.

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto Company Stockholders and Buyer pursuant to Sections 10.2(a) or (b), respectively, with respect to any breach Breach of any representation or warranty pursuant to Sections 8.3(a) or (b) shall be limited to Claims for Damages made prior to the last date of survival thereof referred to in Section 8.210.1. The indemnification obligation of the parties hereto Company Stockholders and Buyer with respect to any breach Breach of any covenant or agreement pursuant to Sections 8.3(a10.2(a) or (b) 10.2(b), respectively, shall survive indefinitely for the applicable statute of limitations, subject to the terms of this Agreement. (ii) Buyer may not recover Damages from the Sellers pursuant to Section 8.3(a)(i) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking indemnification exceeds two hundred fifty thousand dollars ($250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which Buyer is seeking indemnification exceeds such amount, Buyer may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which the Sellers shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iii) No Seller may recover damages from Buyer pursuant to Section 8.3(b)(i) until the aggregate amount of Damages for which such Seller is seeking indemnification exceeds two hundred and fifty thousand dollars (250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which such Seller is seeking indemnification exceeds such amount, such Seller may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which Buyer shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iv) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person in respect of any Claim made by such Person received by the indemnifying party prior to the expiration of the applicable survival period provided hereinset forth in Section 10.1. (iii) Notwithstanding any other provision herein to the contrary, neither the Company Stockholders nor Buyer shall be required to indemnify any Person under this Article X in connection with Damages related to the failure to be true and correct of any representations or warranties of the Designated Stockholders and the Company, on the one hand, or Buyer, on the other hand, in Articles V and VI, respectively, (i) until the aggregate amount of Damages sustained, suffered or incurred pursuant by reason of or arising from breaches of such representations and warranties exceeds $35,000 in the aggregate (the "Deductible"), in which case the indemnifying party shall be responsible for all Damages in excess of the Deductible, and (ii) for an aggregate amount of Damages exceeding an amount equal to 40% of the aggregate Merger Consideration actually paid or due and payable by Buyer pursuant to this Agreement (the "Cap"); provided, that there shall be no Deductible or Cap with respect to Damages related to the failure to be true and correct of any of the representations and warranties in Sections 5.2(a), 5.3, 5.10, and 5.26 or 6.4, the matters set forth on Schedule 10.2(a) or for any Damages arising as a result of fraud or willful breach on the part of the indemnifying party. (iv) For purposes of determining the Breach or failure of any representations or warranties to be true and correct, the Breach of any covenants and agreements, and calculating Damages hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (v) The indemnity obligations of the Company Stockholders (including the obligation of Xx. Xxxxxxxx individually pursuant to Section 10.2(c)) hereunder may be satisfied through payment of cash or forfeiture to Buyer of shares of restricted Buyer Common Stock valued at the Stock Price per share as determined at the election of the Stockholder Representative. (vi) Following the Closing, except with respect to claims for fraud or willful breach, the rights of the Indemnified Parties under this Article X shall be the sole and exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation or any Breach of any representation, warranty, covenant, agreement or other provision of this Agreement, any certificate, instrument, or other document delivered in connection herewith.