Common use of Limitation on Indemnity Clause in Contracts

Limitation on Indemnity. (a) No Covered Party shall be entitled to make a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement unless and until the aggregate of all Damages suffered by the Purchaser Indemnified Parties in the case of Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), exceeds $750,000 (the “Basket Amount”), provided the other requirements of this Article X have been complied with, all subsequent Damages (and the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the Basket Amount shall not apply to Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentation, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such Damages. (b) Notwithstanding anything express or implied in this Article X to the contrary, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representation or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable), shall not exceed an aggregate amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representations and warranties and any breach of the covenants set forth in this Agreement, including Article VI and Article VIII shall not exceed the Purchase Price.

Limitation on Indemnity. (a) No Covered Notwithstanding anything in this Agreement to the contrary, no Indemnified Party shall be entitled to make a claim indemnification for indemnification pursuant Losses with respect to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement any particular matter unless and until the aggregate of all Damages suffered by Losses applicable to such matter exceed $175,000; provided, that, if the Purchaser Indemnified Parties in Losses applicable to such matter exceed $175,000, then the case of Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), exceeds $750,000 party obligated to provide indemnification (the “Basket AmountIndemnitor”)) shall be liable for all Losses applicable to such matter, provided subject to the other requirements provisions of this Article X have been complied withVIII; provided further, all subsequent Damages (and the Basket Amount) shall become due and payable. Notwithstanding the foregoingthat in each case, the Basket Amount shall not apply to Damages arising from any Losses or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentation, as to each series of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims Losses arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages occurrences shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating considered Losses applicable to the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such Damagessame matter. (b) Notwithstanding anything express or implied in this Article X Agreement to the contrary, (i) a Parent Indemnified Party shall have no right to indemnification pursuant to Section 8.2(a)(i) and an Equityholder Indemnified Party shall have no right to indemnification pursuant to Section 8.2(b)(i) unless and until the aggregate amount of all Losses suffered by such Parent Indemnified Party hereunder exceeds an amount equal to $4,000,000 (the “Deductible”), and then, subject to Sections 8.3(b)(ii) and 8.3(b)(iv) below, only to the extent of the excess; provided, that, the Deductible shall not be applicable to (A) claims for indemnification pursuant to Section 8.2(a)(i) with respect to claims of misrepresentation or breach of warranty set forth in Sections 3.1, 3.2, 3.3 and 3.4 or (B) claims for indemnification pursuant to Section 8.2(b)(i) with respect to claims of misrepresentation or breach of warranty set forth in Sections 4.1, 4.2 and 4.8, provided further, for the avoidance of doubt, that Losses not recoverable as a result of the operation of Section 8.3(a) or Section 8.3(b) shall not be included for purposes of determining whether the Deductible has been met or exceeded nor shall such Losses be otherwise recoverable under this Agreement; (ii) the sole source from which the Parent Indemnified Parties shall be entitled to indemnity is the Indemnity Escrow Parent Shares; (iii) the Parent Indemnified Parties’ rights to indemnification will be reduced by all insurance proceeds actually received by, net of all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and disbursements) incurred by, the Parent Indemnified Parties pursuant to insurance policies issued for the benefit of the Company or any of its Subsidiaries that are in effect as of the date hereof (or renewals (the total cost of which has been paid in full) of such policies in the ordinary course of business prior to the Closing Date), and the Parent Indemnified Parties shall use commercially reasonable efforts to claim and recover any Losses suffered by the Parent Indemnified Parties under any such insurance policies. In addition, if any of the Parent Indemnified Parties are entitled to indemnification for any Losses regarding Environmental Laws or Hazardous Substances pursuant to that certain Stock Purchase Agreement, dated as of December 6, 2006, by and among The Timken Company, Latrobe Steel Company, Timken Alloy Steel Europe Limited, Toolrock Holdings, Inc. and Toolrock Acquisition LLC (the “Timken Agreement”), then Parent shall make an indemnity claim with respect to such Losses under the Timken Agreement as further specified on Annex A; and (iv) the aggregate amount of Losses for which the Equityholder Indemnified Parties shall be entitled to indemnity pursuant to Section 8.2(b) shall not exceed $50,000,000. (c) Notwithstanding anything in this Agreement to the contrary, no Indemnified Party shall have any right or entitlement to indemnification from any Indemnitor for any Losses relating to any matter arising under the aggregate liability provisions of Seller this Agreement to the extent that any such Indemnified Party or Purchaser, as the case may be, to all Covered Parties its successors and assigns had already recovered Losses with respect to the same matter pursuant to any other provision of this Agreement, and such Indemnified Parties and its successors and assigns shall be deemed to have waived and released any claims for such Losses and shall not be entitled to assert any such claim for indemnification for such Losses. (d) The parties hereto hereby acknowledge and agree that in connection with the obligation under this Article VIII to indemnify for a misrepresentation or breach of the Company’s representations and warranties, the representations and warranties shall be read and construed as if each of the following qualifiers were not set forth in such representations and warranties: “Company Material Adverse Effect;” “material adverse effect;” “materiality;” “material” and words of similar meaning. (e) Notwithstanding the provisions of subsection (b)(i) above, to the extent the Surviving Corporation actually receives a final (as opposed to a provisional) refund with respect to the Fiscal 2010 Tax Return (“Received Refund”), a Parent Indemnified Party shall have no right to indemnification pursuant to Section 8.2(a)(i) with respect to claims of misrepresentation or breach of warranty set forth in Sections 3.10 unless and until the aggregate amount of all Damages arising Losses suffered by such Parent Indemnified Party hereunder exceeds an amount equal to the Received Refund (less any amount attributable to the Fiscal 2010 Tax Return included in the calculation of Net Working Capital) then, subject to Section 8.3(b)(ii), only to the extent of the excess. For the avoidance of doubt, in the event a refund with respect to the Fiscal 2010 Tax Return is received by the Company prior to the Closing, this Section 8.3(e) shall be void and have no effect. (f) No party shall be liable under this Article VIII for any Losses resulting from a or relating to any inaccuracy in or breach of any representation or warranty in this Agreement if the party seeking indemnification for such Losses had Knowledge of such Party breach as a result of having conducted (other than the representations and warranties set forth in Sections 4.2whether through a third party or otherwise) any environmental assessment or investigation or, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable), shall not exceed an aggregate amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties solely with respect to the condition of Assets, environmental matters and Regulations directly related to health and safety of employees, any and all Damages arising from a breach of any representations and warranties and any breach site visit or inspection of the covenants set forth in this Agreement, including Article VI and Article VIII shall not exceed facilities or assets of the Purchase PriceCompany or any of its Subsidiaries.

Limitation on Indemnity. (a) No Covered Party Notwithstanding anything to the contrary set forth herein, but subject to Section 8.5(c) and 8.5(d) hereof, the Buyer Indemnified Parties shall be entitled to not make a claim against 45 Green Plains for indemnification pursuant to for Buyer Losses, and the Company Indemnified Parties may not make a claim against a Buyer for Company Losses, as the case may be, under Section 10.2(a)(i)(A8.1(a)(i) or 10.2(a)(ii)(ASection 8.2(a)(i), respectively, for any single claim (or series of related clams or claims arising from similar facts and circumstances) of this Agreement unless and until the aggregate amount of all Damages suffered by the Purchaser Indemnified Parties in Buyer Losses or Company Losses from such single claim (or series of related claims or claims arising from similar facts and circumstances), as the case of Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A)may be, exceeds $750,000 200,000 (the “Basket AmountDe Minimis Threshold”), provided in which event the applicable Indemnified Party may claim indemnification for all such Losses (and not merely the excess of such Losses over the De Minimis Threshold), as the case may be and in each case subject to the other requirements of limitations set forth in this Article X have been complied with8, all subsequent Damages (and including, without limitation, Section 8.5(b); provided, however, that the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the Basket Amount De Minimis Threshold shall not apply to Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentation, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties Losses with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) the Fundamental Representations or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such DamagesSpecial Representations. (b) Notwithstanding anything express or implied in this Article X to the contrarycontrary set forth herein, but subject to Section 8.5(c) and 8.5(d) hereof, the aggregate liability of Seller or PurchaserBuyer Indemnified Parties shall not make a claim against Green Plains for indemnification for Buyer Losses, and the Company Indemnified Parties may not make a claim against a Buyer for Company Losses, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representation under Section 8.1(a)(i) or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicableSection 8.2(a)(i), shall not exceed an respectively, unless and until the aggregate amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller Buyer Losses or PurchaserCompany Losses, as the case may be, when aggregated with the amount of all other Losses which such Indemnified Party is entitled to recover, exceeds $1,000,000 (the “Basket”) in which event such applicable Indemnified Party may claim indemnification for all Covered Losses (and not merely the excess of such Losses over the Basket), as the case may be; provided, however, that the Basket shall not apply to Losses with respect to the Fundamental Representations or the Special Representations. (c) Subject in all cases to Section 8.5(d) hereof: (i) the sum of all Buyer Losses pursuant to which indemnification is payable by Green Plains pursuant to Section 8.1(a)(i) hereof (except for Fundamental Representations and Special Representations, for which there shall be no cap) shall not exceed, in the aggregate, $7,400,000 (the “Cap Amount”); and (ii) the Company Losses pursuant to which indemnification is payable by a Buyer pursuant to Section 8.2(a)(i) hereof (except Buyer Fundamental Representations) shall not exceed such Buyer’s Pro Rata Share of the Cap Amount, and the sum of all Company Losses pursuant to which indemnification is payable by the Buyers, in the aggregate, shall not exceed the Cap Amount. (d) In no event shall the De Minimis Threshold, Basket and Cap Amount set forth in Sections 8.5(a), (b) and (c) hereof apply to the rights of any Indemnified Parties to be indemnified pursuant to Section 8.1(a) or Section 8.2(a) hereof for all Losses suffered, sustained or incurred that arise from, in connection with, or as a result of fraud or willful or intentional breach. (e) Notwithstanding anything contained herein to the contrary, except for Losses suffered, sustained or incurred that arise from, in connection with, or as a result of fraud, willful misconduct or intentional misrepresentation, in no event shall any Indemnifying Party have any liability for any Buyer Losses or Company Losses, as the case may be, payable pursuant to Section 8.1(a)(i) or Section 8.2(a)(i) hereof with respect to Fundamental Representations or Sections 8.1 (a)(ii), 8.1(a)(iv), or 8.2(b)(ii) in excess of the Purchase Price, or with respect to any and all Damages arising from a individual Buyer, such Buyer’s Pro Rata Share of the Purchase Price. (f) For purposes of (i) determining any inaccuracy in or breach of any representations representation or warranty and warranties and (ii) calculating the amount of Losses incurred arising out of or relating to any breach of a representation or warranty, the covenants references to “Material Adverse Effect” or other materiality qualifiers (or correlative terms), including as expressed in accounting concepts, shall be disregarded. (g) Any amount payable pursuant to this Article 8 shall (retroactively if necessary, resulting in a prompt refund to the Indemnifying Party): (i) be decreased to the extent of any insurance proceeds actually received by the Indemnified Party in respect of an indemnifiable Loss, as applicable, and (ii) be reduced by any actual recoveries from third Persons pursuant to indemnification or otherwise in respect thereto, in each case, net of any costs and Taxes incurred by the Indemnified Parties in connection with the receipt of such insurance proceeds or actual recoveries. (h) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive damages, except, however, with respect to any of the foregoing paid or owing to a Third Party with respect to a Third Party Claim, which damages shall be considered part of damages and shall be covered by the indemnifications set forth in this AgreementArticle 8. (i) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Losses, to the extent required by any Law, for which such Indemnified Party seeks indemnification under this Agreement upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including Article VI and Article VIII incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Losses. (j) An Indemnified Party shall not exceed be entitled to indemnification for Losses in respect of any matter to the extent the same Losses were already included in Purchase Price.Price adjustments determined pursuant to Section 2.4 or would otherwise result in duplicative recovery

Limitation on Indemnity. (ai) No Covered Party The indemnification obligation of the M-Flex Indemnified Parties, on the one hand, and the iSucceed and Xxxxxxxxxx.xxx Indemnified Parties, on the other hand, with respect to any Breach of any representation or warranty pursuant to Sections 9.2(a) or (b), respectively, shall be entitled limited to make a claim Claims for indemnification Damages made prior to the last date of survival thereof referred to in Section 9.1. (ii) The M-Flex Indemnified Parties may not recover Damages from M-Flex pursuant to Section 10.2(a)(i)(A9.2(a) or 10.2(a)(ii)(A) of this Agreement unless and until the aggregate amount of all Damages suffered by relating to such Claims for which the Purchaser M-Flex Indemnified Parties Parties, in the case of aggregate, are seeking indemnification under Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), 9.2(a) exceeds Fifty Thousand Dollars ($750,000 50,000) (the “Basket Amount”)"M-FLEX DEDUCTIBLE") and, provided thereafter, only to the other requirements extent of this Article X have been complied with, all subsequent Damages (and the Basket Amount) shall become due and payablesuch excess. Notwithstanding the foregoing, the Basket Amount maximum amount of Damages for which M-Flex shall be liable pursuant to Section 9.2(a) shall be an amount equal to ten percent (10%) of the Fair Market Value of the EntrePort Stock owned by all Persons immediately prior to the Closing (the "M-FLEX CAP"). The M-Flex Indemnified Parties shall have the right to notify M-Flex of the existence of a potential Claim or to make a Claim hereunder prior to the time at which the M-Flex Deductible that is applicable to such Claim has been surpassed for the purpose of asserting that such Claim arose within the relevant survival period of the applicable indemnification obligation. Any such Claim so noticed or made within such period shall, to the extent such M-Flex Deductible ultimately is met, survives until its final resolution. The sole method of payment by M-Flex to the M-Flex Indemnified Parties of all costs and expenses of any Damages suffered by any of such M-Flex Indemnified Parties, inclusive of payment of relevant defense costs, as provided in Section 9.2(d), shall be in cash. (iii) The iSucceed and Xxxxxxxxxx.xxx Indemnified Parties may not apply recover Damages from either of iSucceed or Xxxxxxxxxx.xxx pursuant to Section 9.2(b) until the aggregate amount of Damages arising from or for which the iSucceed and Xxxxxxxxxx.xxx Indemnified Parties, in connection with the aggregate, are seeking indemnification pursuant to Section 9.2(b) exceeds Fifty Thousand Dollars (i$50,000) Seller’s representations (the "ISUCCEED AND XXXXXXXXXX.XXX DEDUCTIBLE") and, thereafter, only to the extent of such excess; PROVIDED, HOWEVER, that in the event the aggregate amount of Damages for which the iSucceed and warranties set forth in Xxxxxxxxxx.xxx Indemnified Parties are seeking pursuant to Sections 4.2, 4.34.3(a), 4.4, 4.8, 4.104.9, 4.11(b) or 4.16 hereof4.12, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.74.25, or Article VI (iii) with the sole exception of Section 6.9(c), exceeds the iSucceed and Xxxxxxxxxx.xxx Deductible, the iSucceed and Xxxxxxxxxx.xxx Indemnified Parties may recover the full amount of such Damages from the first dollar; PROVIDED, FURTHER, that in the event the iSucceed and Xxxxxxxxxx.xxx Indemnified Parties seek any Damages pursuant to Section 4.10 or 6.9(c), the iSucceed and Xxxxxxxxxx.xxx Indemnified Parties may recover the full amount of such Damages from the first dollar. The iSucceed and Xxxxxxxxxx.xxx Indemnified Parties shall have the right to notify EntrePort of the existence of a Covered Party’s claim potential Claim or to make a Claim hereunder prior to the time at which the iSucceed and Xxxxxxxxxx.xxx Deductible that is applicable to such Claim has been surpassed for the purpose of asserting that such Claim arose within the relevant survival period of the applicable indemnification hereunder obligation. Any such Claim made within such period shall, to the extent a breach results from fraud or intentional misrepresentationsuch iSucceed and Xxxxxxxxxx.xxx Deductible ultimately is met, survive until its final resolution. Methods of payment by iSucceed and Xxxxxxxxxx.xxx to the iSucceed and Xxxxxxxxxx.xxx Indemnified Parties of all costs and expenses of any Damages suffered by any of such iSucceed and Xxxxxxxxxx.xxx Indemnified Parties, inclusive of payment of relevant defense costs, as provided in Section 9.2(d), shall be (A) the sale of any or all of the shares of EntrePort Stock and iSucceed Stock to each be deposited into the Escrow at the Closing or (B) any or all of the assets of either or both of iSucceed or Xxxxxxxxxx.xxx. The determination of which the limitations set forth herein of such methods shall be inapplicable. In calculating utilized for any such payment shall be subject to the amount commercially reasonable discretion of Damages M-Flex on behalf of the Covered Parties with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (iSucceed and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such DamagesXxxxxxxxxx.xxx Indemnified Parties. (biv) Notwithstanding anything express Neither (A) the termination of the representations or implied warranties contained herein, nor (B) the expiration of the indemnification obligations described above, will affect the rights of a Person in this Article X respect of any Claim made by such Person received by the indemnifying party prior to the contrary, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representation or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable), shall not exceed an aggregate amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representations and warranties and any breach expiration of the covenants set forth in this Agreement, including Article VI and Article VIII shall not exceed the Purchase Priceapplicable survival period provided herein.

Limitation on Indemnity. Section 11.4.1 Subject to the provisions of Section 11.4.2, with respect to any claims for indemnification (i) by any Buyer Indemnified Party under Section 11.2.1, Section 11.2.2(a) or Section 11.2.3(a) or (c) (other than claims under Section 11.2.2(a) related to any of the Extended Duration Representations defined under Sections 11.1.1(a) or (b), or claims under Section 11.2.3(a) or (c) related to any of the “Extended Duration Representations” defined under Section 11.1.1(a) or (b) of the Theken Disc Purchase Agreement or Section 11.1.1(a) or (b) of the Therics Purchase Agreement, respectively), or (ii) by any Seller Indemnified Party under Section 11.2.4(a) (other than claims under Section 11.2.4(a) related to any of the Extended Duration Representations defined under Section 11.1.1(a)), the Parties agree that the following limitations shall apply: (a) No Covered no such Indemnified Party shall be entitled to make a any such claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement unless and until the aggregate amount of all Damages suffered by the Purchaser such Indemnified Parties in the case of Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), Party exceeds Four Hundred Thousand Dollars ($750,000 400,000) (the “Basket Threshold Amount”), provided whereupon, such Indemnified Party shall be entitled to recover any Damages in excess of Two Hundred Thousand Dollars ($200,000) (the other requirements of this Article X have been complied with“Deductible”); provided, all subsequent Damages (and the Basket Amount) shall become due and payable. Notwithstanding the foregoinghowever, the Basket Amount shall not apply to Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered that if an Indemnified Party’s claim for indemnification hereunder recovery of Damages relates to the extent Company’s Intellectual Property Rights which are the subject matter of a breach results from fraud or intentional misrepresentationDelivered Opinion, as to each of which the limitations set forth herein Deductible shall be inapplicable. In calculating increased by the amount of Damages of legal fees actually paid by the Covered Parties with respect Company to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreementobtain the Delivered Opinions, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (and such items which amount shall not be aggregated for purposes exceed One Hundred Fifty Thousand Dollars ($150,000) (i.e., a maximum Deductible of calculating the Basket AmountThree Hundred Fifty Thousand Dollars ($350,000), and a Covered Party shall not have any recourse against the Indemnifying Party for such Damages.); (b) Notwithstanding the aggregate cumulative liability of the Sellers with respect to any such claims brought by any Buyer Indemnified Party shall not exceed the amount equal to thirty percent (30%) of the sum of (i) the Purchase Price, plus (ii) the Theken Disc Adjusted Purchase Price, plus (iii) the Therics Adjusted Purchase Price; provided, however, that notwithstanding anything express or implied in this Article X Agreement, the Theken Disc Purchase Agreement or the Therics Purchase Agreement to the contrary, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representation or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable), amount shall not exceed an aggregate amount of Sixty Million Dollars ($30,000,000 60,000,000) (the amount calculated in this Section 11.4.1(b), the “Indemnification LimitCap”). Notwithstanding the foregoing; provided, further, that the aggregate cumulative liability of each Seller (other than RRT) under the Cap shall not exceed thirty percent (30.00%) of the product of the Purchase Price multiplied by such Seller’s “Percentage” as set forth on the Allocation Schedule, attached as Exhibit A to this Agreement hereto; provided, further, that the aggregate cumulative liability of RRT under the Cap shall not exceed the sum of (i) thirty percent (30.00%) of the product of the Purchase Price multiplied by 90.85% (i.e., RRT’s and the Appreciation Rights Holders aggregate “Percentage” as set forth on the Allocation Schedule, attached as Exhibit A to this Agreement hereto), plus (ii) Five Million Seven Hundred Twenty Thousand Three Hundred Sixteen Dollars ($5,720,316); provided, further, that the aggregate cumulative liability with respect to such indemnification claims pursuant to Sections 11.2.3(a) (other than claims under Section 11.2.3(a) related to any of the “Extended Duration Representations” defined under Section 11.1.1(a) or Purchaser(b) of the Theken Disc Purchase Agreement) shall not exceed Six Million Dollars ($6,000,000); provided, as further, that the case may be, aggregate cumulative liability with respect to all Covered Parties such indemnification claims pursuant to Sections 11.2.3(c) (other than claims under Section 11.2.3(c) related to any of the “Extended Duration Representations” defined under Section 11.1.1(a) or (b) of the Therics Purchase Agreement) shall not exceed Two Million Four Hundred Thousand Dollars ($2,400,000); and (c) the aggregate cumulative liability of the Buyer with respect to any such claims brought by any Seller Indemnified Party shall not exceed an amount equal to the Cap. Section 11.4.2 Notwithstanding anything in this Agreement to the contrary and all Damages arising from for the avoidance of doubt, the limitations under Section 11.4.1, including the Threshold Amount, the Deductible and the Cap, shall not apply to (a) any payments (whether Purchase Price, adjustments to the Purchase Price based upon the Final Working Capital Amount or Earn-Out Payments (including any credits to Earn-Out Payments as a breach result of any representations Earn-Out Acceleration Payments or otherwise)) owed by the Buyer to the Sellers pursuant to Article II of this Agreement and warranties Section 11.6.2, or (b) any other claims for indemnification by any Indemnified Party not specifically limited pursuant to Section 11.4.1, or (c) any claims for indemnification by any Indemnified Party that arise out of or relate to, whether directly or indirectly, fraud or intentional misrepresentation by the Party against whom such claims for indemnification are made (including any claims for indemnification related to any Extended Duration Representations of such Party defined under Section 11.1.1(e)). Section 11.4.3 Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, no Buyer Indemnified Party shall be entitled to indemnification hereunder for any breach claims which such Buyer Indemnified Party has already been fully indemnified pursuant to the terms of the covenants set forth in Theken Disc Purchase Agreement or Therics Purchase Agreement. Section 11.4.4 With respect to any claims for indemnification by any Buyer Indemnified Party under Sections 11.2.2 or 11.5, the aggregate cumulative liability of each Seller (other than RRT) under this Agreement, including Article VI and Article VIII Agreement shall not exceed the amount of Purchase PricePrice actually received by such Seller; provided, however, that the limitations under this Section 11.4.4 shall not apply to any claims for indemnification by any Buyer Indemnified Party under Sections 11.2.2(b) or 11.5 against any Seller relating to any breach or non-performance by such Seller of its covenants or agreements contained in this Agreement or in any agreement, certificate or other instrument delivered by such Seller pursuant to this Agreement.

Limitation on Indemnity. (a) No Section 10.4.1 Except as set forth in Sections 10.4.3 and 10.4.4, no Covered Party shall be entitled to make a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement for a breach of a representation or warranty unless and until the aggregate of all Indemnified Damages suffered by such Covered Party hereunder exceeds $300,000 (the Purchaser Indemnified Parties in the case of Section 10.2(a)(i)(A"Threshold Amount"), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), exceeds $750,000 (the “Basket Amount”)whereupon, provided the other requirements of this Article X have been complied with, one hundred and fifty thousand ($150,000) of such Indemnified Damages from the Threshold Amount, and all subsequent Damages (and the Basket Amount) Indemnified Damages, shall become due and payable. Notwithstanding the foregoing, the Basket Amount shall not apply to Damages arising from or in connection with (i) Seller’s representations and warranties . Section 10.4.2 Except as set forth in Sections 4.210.4.3 and 10.4.4, 4.3, 4.4, 4.8, 4.10, 4.11(bthe aggregate cumulative liability (i) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentation, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties Residual Holders, with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(Abrought by Parent, and (ii) of this AgreementParent with respect to a claim for indemnification brought by the Shareholders Representative on behalf of the Shareholders and Optionholders, in each case, for Indemnified Damages arising out of a breach of a representation or warranty, shall not exceed ten percent (10%) of the sum of the Closing Amount and the Total Earn-Out Payments; provided, however, if the Damages for such claim, together with all other Damages for any other claims arising out Total Earn-Out Payments are less than an amount equal to ten percent (10%) of the same or similar eventssum of the Closing Amount and the Total Earn-Out Payments, facts or circumstances or series then the aggregate cumulative liability of related eventsthe Residual Holders, facts or circumstanceswith respect to such a claim for indemnification brought by Parent, total less than $25,000, and of Parent with respect to such Damages shall be excluded in their entirety (a claim for indemnification brought by the Shareholders Representative on behalf of the Shareholders and such items Optionholders shall not be aggregated for purposes exceed the amount of calculating the Basket AmountTotal Earn-Out Payments (the "Cap"), and a Covered Party shall not have any recourse against the Indemnifying Party for such Damages. (b) Section 10.4.3 Notwithstanding anything express expressed or implied in this Article X to the contrary, the aggregate liability of Seller or Purchaser, as Threshold Amount and the case may be, Cap shall not apply to all Covered Parties with respect to any and all Indemnified Damages arising from out of a breach of any representation or warranty of such Party (other than the representations and or warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.84.9.14, 4.10, 5.24.13 and 4.16 or the Residual Holders indemnification obligation under Section 10.5. Instead, the aggregate cumulative liability of (i) the Residual Holders for Indemnified Damages arising out of a breach of the representations or 5.3, as to which the cap warranties set forth herein shall be inapplicable)in Section 4.2, 4.10, 4.13 and 4.16 shall not exceed an aggregate amount the Total Earn-Out Payments and (ii) the Residual Holders and Special Indemnifying Shareholders for Indemnified Damages arising out of $30,000,000 a breach of the representations or warranties set forth in Sections 4.9.14 shall not exceed the sum of the Total Earn-Out Payments plus the Special Shareholder Indemnity Amount. Section 10.4.4 Notwithstanding anything expressed or implied in this Article X to the contrary, (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties A) with respect to any and all Damages arising from claims brought by (i) Parent based on non-compliance or a breach of any representations covenant or agreement by the Company or (ii) the Shareholders Representative on behalf of the Stockholders and warranties and any Optionholders based on non-compliance or breach of the covenants set forth any covenant or agreement of Parent or Merger Sub, in each case, contained in this Agreement, including Article VI the Ancillary Agreements or any agreement, certification or other instrument delivered by the Company, Parent or Merger Sub, respectively, pursuant to this Agreement or (B) with respect to claims based on actual fraud, intentional misrepresentation or criminal activity on the part of (x) the Company, the Shareholders or the Optionholders with respect to claims for indemnification brought by Parent, or (y) Parent or Merger Sub with respect to claims for indemnification brought by the Shareholders Representative on behalf of the Residual Holders, the Indemnifying Party shall be liable for all Indemnified Damages with respect to such matters and Article VIII neither the Threshold Amount, the Cap nor the limitation provided in the last sentence of Section 10.4.3 shall not exceed the Purchase Priceapply with respect to such claims.

Limitation on Indemnity. (a) No Covered Party shall be entitled to make a claim for indemnification pursuant Except with regard to Section 10.2(a)(i)(A7.2(g), Seller shall not be required to indemnify any Buyer Indemnified Party: (i) or 10.2(a)(ii)(A) of this Agreement unless and until the aggregate of all Damages suffered by Losses for which Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis an amount equal to $250,000, and then only to the Purchaser Indemnified Parties extent of any such excess; provided, however, that this clause (i) shall not apply to any indemnity obligation arising out of Section 7.2(d), (e) or (f) or indemnity obligations related to Assumed Contracts identified on Schedule 3.17B; (ii) in excess of $4 million in the aggregate for indemnity obligations arising out of Section 7.2(a), (b) or (c); provided, however, that this clause (ii) shall not apply to any indemnity obligation arising out of Section 7.2(d), (e) or (f); (iii) in the case of indemnity obligations arising out of Section 10.2(a)(i)(A7.2(d), (e) and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A(f), exceeds $750,000 (the “Basket Amount”), provided the other requirements of this Article X have been complied with, all subsequent Damages (and the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the Basket Amount shall not apply limited to Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentation, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect to a claim for Purchase Price actually received by Seller in the aggregate (less all prior indemnification payments made pursuant to any subsection of Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket Amount7.2), and a Covered Party shall not have any recourse against the Indemnifying Party for such Damages. (b) Notwithstanding anything express or implied Seller’s indemnity obligation limitation of $4 million specified in this Article X Section 7.4(ii) above shall be further limited to a recovery by Buyer from Seller of $2 million in cash and $2 million of Numerex Stock. Buyer shall be entitled to first recover cash from Seller and thereafter recover Numerex Stock delivered to Seller. (c) For purposes of indemnity recoveries against the contrary, NMRX Stock received shall be valued at $10.50 per share regardless of the aggregate liability actual value on the date of settlement of the indemnity obligation. (d) Buyer and Seller or Purchaser, as the case may be, to all Covered Parties agree and acknowledge that with respect to any indemnity claims under Section 7.2(a), (b) and all Damages arising from a (c), Buyer will be under no obligation to prove knowledge of Seller, materiality of the breach or reliance by Buyer; provided, however, that this subsection (e) shall not result in “reading out” of any representation or warranty of such Party (other than the representations and warranties set forth of the Seller subject to Section 7.2(a) any knowledge or materiality qualifiers contained in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein text of those representations and warranties. (e) Any liability for indemnification hereunder shall be inapplicable), shall not exceed an aggregate amount determined without duplication of $30,000,000 (recovery by reason of the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate state of facts giving rise to such liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from constituting a breach of any representations and warranties and any breach of the one or more representations, covenants set forth in this Agreement, including Article VI and Article VIII shall not exceed the Purchase Priceor agreements.

Limitation on Indemnity. (a) No Covered Notwithstanding anything in this Agreement to the contrary: (i) a Parent Indemnified Party shall be entitled have no right to make a claim for indemnification pursuant to Section 10.2(a)(i)(A9.2(a)(i) or 10.2(a)(ii)(A) of this Agreement unless and until the aggregate amount of all Damages Losses suffered by the Purchaser Parent Indemnified Parties in hereunder exceeds $50,000 (the case of Section 10.2(a)(i)(A"Threshold"), and whereupon the Seller Parent Indemnified Parties shall be indemnified for only those Losses in excess of the case of Section 10.2(a)(ii)(A), exceeds $750,000 (Threshold; provided that the “Basket Amount”), provided the other requirements of this Article X have been complied with, all subsequent Damages (and the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the Basket Amount Threshold shall not apply to Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim claims for indemnification hereunder to in respect of any inaccuracy in or breach of the extent a breach results from Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation, as to each ; (ii) the aggregate amount of Losses for which the limitations set forth herein Parent Indemnified Parties shall be inapplicable. In calculating entitled to indemnity pursuant to Section 9.2(a)(i) shall not exceed $1,000,000 (the amount "Cap"); provided that the Cap shall not apply to claims for indemnification in respect of Damages any inaccuracy in or breach of the Covered Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (iii) the maximum liability of the Stockholders to the Parent Indemnified Parties in connection with respect or arising from any breach or inaccuracy of the Fundamental Representations or pursuant to Section 9.2(a)(ii)-(v) shall not, in any event, exceed an amount equal to the Final Merger Consideration; (iv) a claim for Stockholder Indemnified Party shall have no right to indemnification pursuant to Section 10.2(a)(i)(A9.2(b)(i) or 10.2(a)(ii)(A) unless and until the aggregate amount of this Agreementall Losses suffered by the Stockholder Indemnified Parties hereunder exceeds the Threshold, if whereupon the Damages Stockholder Indemnified Parties shall be indemnified for such claim, together with all other Damages for any other claims arising out only those Losses in excess of the same Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or similar eventsbreach of the Fundamental Representations or, facts for the avoidance of doubt, any claims based on fraud or circumstances or series intentional misrepresentation; (v) the aggregate amount of related events, facts or circumstances, total less than $25,000, such Damages Losses for which the Stockholder Indemnified Parties shall be excluded in their entirety (and such items entitled to indemnity pursuant to Section 9.2(b)(i) shall not be aggregated for purposes of calculating exceed the Basket Amount), and a Covered Party Cap; provided that the Cap shall not have apply to any recourse against claims for indemnification in respect of any inaccuracy in or breach of the Indemnifying Party Fundamental Representations or, for such Damagesthe avoidance of doubt, any claims based on fraud or intentional misrepresentation; and (vi) the maximum liability of Parent and the Surviving Corporation to the Stockholder Indemnified Parties pursuant to Section 9.2(b)(ii) shall not, in any event, exceed an amount equal to the Final Merger Consideration. (b) For the avoidance of doubt, there shall be no maximum liability with respect to claims based on fraud or intentional misrepresentation. (c) Notwithstanding anything express or implied in this Article X Agreement to the contrary, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the aggregate liability "Indemnified Party") shall have any right or entitlement to indemnification from any party obligated to provide indemnification (the "Indemnitor") for any Losses relating to any matter arising under the provisions of Seller this Agreement to the extent that any such Indemnified Party or Purchaser, as the case may be, to all Covered Parties its successors and assigns had already recovered Losses with respect to the same matter pursuant to any other provision of this Agreement. (d) The parties hereto hereby acknowledge and agree that for purposes of this ARTICLE IX in respect of the Company's representations and warranties, any and all Damages arising from a breach of "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any representation or warranty of similar thresholds set forth in such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein any certificate related thereto shall be inapplicable), shall not exceed an aggregate disregarded for purposes of determining the amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoingLosses resulting therefrom, the aggregate liability but not for purposes of Seller determining whether there has been a misrepresentation or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any warranty in such representations and warranties and or any certificate related thereto. (e) No right of indemnification under this ARTICLE IX shall be limited by reason of any investigation or audit conducted before or after the Closing or the knowledge of any party of any breach of representation, warranty, covenant or agreement by another party at any time, or the decision of any party to complete the Closing. Notwithstanding anything to the contrary herein, Parent shall have the right, irrespective of any knowledge or investigation of Parent, its Affiliates, agents or representatives, to rely fully on the representations, warranties, covenants set forth in and agreements of the Company and the Rollover Stockholders contained herein. (f) In no event shall any Indemnitor be liable to any Indemnified Party for any Losses or other amounts under this AgreementARTICLE IX that are special or punitive damages, including Article VI and Article VIII shall not exceed except to the Purchase Priceextent that such Losses have been awarded to a third party.

Limitation on Indemnity. (a) No Covered Notwithstanding the foregoing, (i) SDI shall have no obligation to indemnify a Surviving Corporation Indemnified Party shall be entitled to make a claim for indemnification pursuant to Section 10.2(a)(i)(Aunder Sections 8.2(a) or 10.2(a)(ii)(A) of this Agreement unless and until the aggregate of all Damages suffered by the Purchaser such Indemnified Parties in hereunder exceeds $250,000 (the case of Section 10.2(a)(i)(A"Deductible"), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), exceeds $750,000 (the “Basket Amount”)whereupon, provided the other requirements of this Article X 8 have been complied with, SDI shall be liable to indemnify the Indemnified Parties for all subsequent amounts of Damages over the Deductible, (ii) no Surviving Corporation Indemnified Party shall have any right to indemnification with respect to any individual Damage which is less than $10,000 and no such Damage shall be taken into account in determining whether or the Basket Amountextent to which the Deductible has been met or exceeded, and (iii) the aggregate amount of Damages recoverable pursuant to this Article 8 by the Surviving Corporation Indemnified Parties shall become due and payablebe limited to ten percent (10%) of the Merger Consideration. Notwithstanding the foregoing, the Basket Amount limitations set forth above shall not apply to Damages arising from any claims based on (w) fraud or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereoffraudulent misrepresentation, (iix) Purchaser’s representations and warranties set forth in Sections 5.2Taxes, 5.3 or 5.7(y) the SDI Plans, or (iiiz) a Covered Party’s claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentationXxxx, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (Inc. Thrift and such items shall not be aggregated for purposes of calculating the Basket Amount), Profit Sharing Plan and a Covered Party shall not have any recourse against the Indemnifying Party for such DamagesTrust. (b) Notwithstanding anything express or implied in any other provisions of this Article X to the contraryAgreement, the aggregate liability amount of Seller or Purchaser, as any Damages for which SDI shall be liable to indemnify the case may be, to all Covered Parties Surviving Corporation with respect to any and all Damages arising from a breach of any representation or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein Taxes shall be inapplicable), shall not exceed an aggregate amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate limited to any liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representations and warranties and any breach Surviving Corporation for Taxes of the covenants set forth in this Agreement, including Article VI and Article VIII shall not exceed Company for tax periods or portions of tax periods ending on or before the Purchase PriceClosing Date.

Limitation on Indemnity. (a) No Covered Party Notwithstanding anything to the contrary set forth herein, but subject to Section 8.5(c) and 8.5(d) hereof, the Buyer Indemnified Parties shall be entitled to not make a claim against Green Plains for indemnification pursuant to for Buyer Losses, and the Green Plains Indemnified Parties may not make a claim against a Buyer for Green Plains Losses, as the case may be, under Section 10.2(a)(i)(A8.1(a)(i) or 10.2(a)(ii)(ASection 8.2(a)(i), respectively, for any single claim (or series of related clams or claims arising from similar facts and circumstances) of this Agreement unless and until the aggregate amount of all Damages suffered by the Purchaser Indemnified Parties in Buyer Losses or Green Plains Losses from such single claim (or series of related claims or claims arising from similar facts and circumstances), as the case of Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A)may be, exceeds $750,000 200,000 (the “Basket AmountDe Minimis Threshold”), provided in which event the applicable Indemnified Party may claim indemnification for all such Losses (and not merely the excess of such Losses over the De Minimis Threshold), as the case may be and in each case subject to the other requirements of limitations set forth in this Article X have been complied with8, all subsequent Damages (and including, without limitation, Section 8.5(b); provided, however, that the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the Basket Amount De Minimis Threshold shall not apply to Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentation, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties Losses with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) the Fundamental Representations or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such DamagesSpecial Representations. (b) Notwithstanding anything express or implied in this Article X to the contrarycontrary set forth herein, but subject to Section 8.5(c) and 8.5(d) hereof, the aggregate liability of Seller or PurchaserBuyer Indemnified Parties shall not make a claim against Green Plains for indemnification for Buyer Losses, and the Green Plains Indemnified Parties may not make a claim against a Buyer for Green Plains Losses, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representation under Section 8.1(a)(i) or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicableSection 8.2(a)(i), shall not exceed an respectively, unless and until the aggregate amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller Buyer Losses or PurchaserGreen Plains Losses, as the case may be, when aggregated with the amount of all other Losses which such Indemnified Party is entitled to recover, exceeds $400,000 (the “Basket”) in which event such applicable Indemnified Party may claim indemnification for Losses in excess of the Basket), as the case may be; provided, however, that the Basket shall not apply to Losses with respect to the Fundamental Representations or the Special Representations. (c) Subject in all Covered cases to Section 8.5(d) hereof: (i) the sum of all Buyer Losses pursuant to which indemnification is payable by Green Plains pursuant to Section 8.1(a)(i) hereof shall not exceed, in the aggregate, $400,000 (the “Cap Amount”); provided, however, that (A) with respect to Buyer Losses that both (1) are not covered by the R&W Insurance Policy (whether due to exclusions from coverage, the policy limit being reached or otherwise) and (2) either (i) arise out of or are related to a breach or inaccuracy of a representation and warranty made by Green Plains with respect to the Company as set forth in Article 3 of this Agreement arising out of or related to facts, events, circumstances and/or occurrences occurring prior to and as of the Prior Closing Date, or (ii) arise out of or are related to a breach or inaccuracy of a representation and warranty made by Green Plains as set forth in Article 4 of this Agreement arising out of or related to facts, events, circumstances and/or occurrences occurring prior to and as of the Closing Date, the Cap Amount shall equal $8,000,000 (the “Backstop Cap Amount”), and (B) notwithstanding anything to the contrary, neither the Cap Amount nor the Backstop Cap Amount shall apply (and there will be no cap) for any and all Buyer Losses arising out of breaches or inaccuracies of Fundamental Representations and Special Representations; and (ii) the Green Plains Losses pursuant to which indemnification is payable by a Buyer pursuant to Section 8.2(a)(i) hereof (except for Fundamental Representations of such Buyer) shall not exceed such Buyer’s Pro Rata Share of the Cap Amount, and the sum of all Green Plains Losses pursuant to which indemnification is payable by the Buyers, in the aggregate, shall not exceed the Cap Amount. (d) In no event shall the De Minimis Threshold, Basket, Cap Amount and the Backstop Cap Amount set forth in Sections 8.5(a),(b) and (c) hereof apply to the rights of any Indemnified Parties to be indemnified pursuant to Section 8.1(a) or Section 8.2(a) hereof for all Losses suffered, sustained or incurred that arise from, in connection with, or as a result of fraud or willful or intentional breach. (e) Notwithstanding anything contained herein to the contrary, except for Losses suffered, sustained or incurred that arise from, in connection with, or as a result of fraud, willful misconduct or intentional misrepresentation, in no event shall any Indemnifying Party have any liability for any Buyer Losses or Green Plains Losses, as the case may be, payable pursuant to Section 8.1(a)(i) or Section 8.2(a)(i) hereof with respect to Fundamental Representations or Sections 8.1(a)(ii), 8.1(a)(v), or 8.2(a)(ii) in excess of the Purchase Price, or with respect to any and all Damages arising from a individual Buyer, such Buyer’s Pro Rata Share of the Purchase Price. (f) For purposes of (i) determining any inaccuracy in or breach of any representations representation or warranty and warranties and (ii) calculating the amount of Losses incurred arising out of or relating to any breach of a representation or warranty, the covenants references to “Material Adverse Effect” or other materiality qualifiers (or correlative terms), including as expressed in accounting concepts, shall be disregarded. (g) Any amount payable pursuant to this Article 8 shall (retroactively if necessary, resulting in a prompt refund to the Indemnifying Party): (i) be decreased to the extent of any insurance proceeds actually received by the Indemnified Party in respect of an indemnifiable Loss, as applicable, and (ii) be reduced by any actual recoveries from third Persons pursuant to indemnification or otherwise in respect thereto, in each case, net of any costs and Taxes incurred by the Indemnified Parties in connection with the receipt of such insurance proceeds or actual recoveries. (h) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive damages, except, however, with respect to any of the foregoing paid or owing to a third party with respect to a Third Party Claim, which damages shall be considered part of damages and shall be covered by the indemnifications set forth in this AgreementArticle 8. (i) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Losses, to the extent required by any Law, for which such Indemnified Party seeks indemnification under this Agreement upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including Article VI incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Losses and Article VIII including, once the R&W Retention under the R&W Insurance Policy is satisfied, making claims under the R&W Insurance Policy as appropriate and using commercially reasonable efforts to pursue any such claim under the R&W Insurance Policy and apply any amounts recovered under the R&W Insurance Policy to the applicable Loss. (j) An Indemnified Party shall not exceed be entitled to indemnification for Losses in respect of any matter to the extent the same Losses were already included in Purchase PricePrice adjustments determined pursuant to Section 2.4 or would otherwise result in duplicative recovery.

Limitation on Indemnity. (a) No Notwithstanding anything expressed or implied in this Article IX to the contrary, no Covered Party shall be entitled to make a claim Claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement Article IX unless and until the aggregate of all Damages suffered by the Purchaser Indemnified Parties in the case of Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), such Covered Party hereunder exceeds $750,000 50,000 (the “Basket Amount”), provided the other requirements of this Article X have been complied with, whereupon all subsequent Damages (and including the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the no Basket Amount shall not apply to Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereofa Claim for a breach of a Fundamental Rep, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim Claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentation, as and (iii) any Claim for indemnification under Sections 9.2(a)(ii) though 9.2(a)(iv), Section 9.2(b) or Sections 9.2(c)(ii) through 9.2(c)(iv). Notwithstanding anything herein to each of which the limitations set forth herein shall be inapplicable. In calculating contrary, in determining the amount of any Damages of the Covered Parties with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000breach, such Damages representations, warranties and covenants, agreements and obligations shall be excluded in their entirety read without regard to any materiality qualifier (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have including any recourse against the Indemnifying Party for such Damagesreference to Material Adverse Effect) contained therein. (b) Notwithstanding anything express or implied in this Article X Any indemnification payments required to be made by Seller shall promptly be paid first from the Escrow Amount to the contraryextent available, and second, from Seller by wire transfer of immediately available funds. Seller shall not be liable to any Buyer Indemnified Party under the aggregate liability terms of this Agreement for amounts in excess of $480,000 (the “Cap”), except with respect to Claims for (i) fraud or intentional misrepresentation, in which case there will be no Cap, (ii) a breach of the Fundamental Reps, in which case the “Cap” will be the amount of the Purchase Price paid by Buyer to Seller and (iii) any Damages arising out of or Purchaserrelating to Sections 9.2(a)(ii) though 9.2(a)(iv) or Section 9.2(b), as in which case there will be no Cap. (c) Except with respect to the case may bematters covered in the next succeeding sentence of this Section 9.4(c), to all Covered Parties each party hereto hereby acknowledges and agrees that such party’s sole and exclusive remedy with respect to any and all Damages arising from a breach relating to the subject matter of any representation or warranty of such Party (other than this Agreement shall be pursuant to the representations and warranties indemnification provisions set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable), shall not exceed an aggregate amount of $30,000,000 (the “Indemnification Limit”)this Article IX. Notwithstanding the foregoing, (i) Buyer shall have the aggregate liability right to seek injunctive relief in accordance with Section 6.5(b), (ii) for the avoidance of Seller or Purchaserdoubt, as Pre-Closing Deductions shall not constitute Damages and (iii) in no event shall the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representations and warranties and any breach of the covenants limitations set forth in this Section 9.4(c) apply to Pre-Closing Deductions or Damages that result from fraud or intentional misrepresentation. (d) The amount of any Damages subject to indemnification under this Article IX shall be reduced by the amount, if any, of any insurance or Third Party recovery actually received by the Covered Party, net of any expenses incurred by such Covered Party (including any increase in premiums, reasonable attorney’s fees and other expenses) in insuring against and collecting such amount that the Covered Party may receive or otherwise enjoy with respect to the event that directly or indirectly caused such Damages. The Covered Party shall use commercially reasonable efforts to recover all insurance and Third Party recoveries and benefits that may be available. If the Covered Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to this Article IX and the Covered Party could have recovered all or a part of such Damages from a Third Party (each, a “Potential Contributor”) based on the underlying Claim asserted against the Covered Party, the Covered Party shall assign those of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of that payment. If the Covered Party receives any insurance or third party recoveries after the Indemnifying Party has paid the Covered Party under any indemnification provision of this Agreement in respect of such Damages, the Covered Party must notify the Indemnifying Party and pay to the Indemnifying Party the value of the benefit to the Covered Party of that recovery, net of any expenses incurred by such Covered Party (including any increase in premiums, reasonable attorney’s fees and other expenses) in insuring against and collecting such amount within 15 calendar days after the recovery or benefit has been received. (e) Any Damages hereunder shall be determined without duplication of the amount of recovery by reason of the facts giving rise to such indemnification claim based upon a breach of more than one representation, warranty, covenant or agreement under this Agreement. (f) To the extent permitted by Law, including any payment made by a Person indemnifying a Covered Party pursuant to this Article VI and Article VIII IX shall not exceed be treated on the Purchase Priceparties’ Tax Returns as an adjustment to the Purchased Price for all Tax purposes to the extent permitted by applicable Law.

Limitation on Indemnity. (ai) No Covered Party shall be entitled Stockholder Indemnified Parties may not recover Damages from the Stockholders pursuant to make a claim Section 9.2(a) hereof until the aggregate amount of Damages relating to such claims for which the Stockholder Indemnified Parties, in the aggregate, are seeking indemnification under Section 9.2(a) hereof exceeds Seventy-Five Thousand Dollars ($75,000) (the “Deductible”). (ii) DTS Indemnified Parties may not recover Damages from DTS pursuant to Section 9.2(b) hereof until the aggregate amount of Damages for which DTS Indemnified Parties, in the aggregate, are seeking indemnification pursuant to Section 10.2(a)(i)(A9.2(b) or 10.2(a)(ii)(Ahereof exceeds the Deductible. (iii) of this Agreement unless and until the aggregate of all Damages suffered by the Purchaser Indemnified Parties in the case of Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), exceeds $750,000 (the “Basket Amount”), provided the other requirements of this Article X have been complied with, all subsequent Damages (and the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the Basket Amount provisions of this Section 9.2(d) with respect to any Stockholder will not apply (x) to any breach of any of the Company’s or such Stockholders’ representations and warranties, of which such Stockholder had knowledge at any time prior to the date on which such representation and warranty is made, or any intentional breach by such Stockholder of any covenant or obligation, (y) to any matter for which indemnification is provided for under Section 9.2(a)(ii)(C) or (z) to any breach of Section 6.26 hereof. (iv) Notwithstanding any provision in this Agreement to the contrary (except as otherwise set forth in this Section 9.2(d)(iv)), the aggregate liability (including amounts paid to DTS under the Escrow Agreement) of each Stockholder pursuant to this Agreement (including its indemnity obligations under this Article IX) shall be limited to the amounts set forth opposite such Stockholder’s name on Schedule 9.2 attached hereto. The foregoing limitation shall not apply to Damages arising from or in connection with (i) Seller’s representations any breach of which such Stockholder had knowledge at any time prior to the date on which such representation and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7warranty is made, or (iii) a Covered Party’s claim for indemnification hereunder to the extent a any intentional breach results from fraud by such Stockholder of any covenant or intentional misrepresentation, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such Damagesobligation. (bv) Notwithstanding anything express or implied In the event that the Surviving Company is able to utilize any Tax carryforwards in this Article X existence as of the Closing Date against income generated by the Surviving Company subsequent to the contraryClosing Date, then an amount equal to the aggregate liability of Seller or Purchaser, as value to the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representation or warranty Surviving Company of such Party utilization shall reduce any Damages (other than but not below zero) incurred by the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable), shall not exceed an aggregate amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representations and warranties and any breach of the covenants set forth in this Agreement, including Article VI and Article VIII shall not exceed the Purchase PriceStockholder Indemnified Parties.

Limitation on Indemnity. (a) No Covered Notwithstanding the foregoing, an Indemnitor shall not be obligated to indemnify an Indemnified Party shall be entitled to make a claim for indemnification pursuant to Section 10.2(a)(i)(Aunder SECTIONS 9.2(a) or 10.2(a)(ii)(A(b) of this Agreement unless and until the aggregate of all Damages suffered by the Purchaser such Indemnified Parties in hereunder exceeds $350,000 (the case of Section 10.2(a)(i)(A"THRESHOLD AMOUNT"), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), exceeds $750,000 (the “Basket Amount”)whereupon, provided the other requirements of this Article X ARTICLE IX have been complied with, the full amount of such Damages, and all subsequent Damages (and the Basket Amount) Damages, shall become due and payable. Notwithstanding the foregoing, the Basket (a) no Threshold Amount shall not apply to Damages arising from or in connection with (i) Seller’s the Company's representations and warranties set forth in Sections 4.2, SECTIONS 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 4.12 and 4.26 hereof, (iib) Purchaser’s no Threshold Amount shall apply to Parent's representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or SECTION 5.9 hereof and (iiic) a Covered Party’s claim for indemnification hereunder no Threshold Amount shall apply to the obligations of any party hereto to the extent a breach results from fraud actual fraud, intentional misrepresentation or intentional misrepresentationactive concealment. In addition, as to each notwithstanding any of the foregoing, the Threshold Amount solely for any breaches by Parent and/or Merger Sub of its or their covenants and agreements hereunder (other than representations and warranties contained in ARTICLE V) shall equal $100,000, except in the case of willful breaches of these covenants and agreements, in which the limitations set forth herein case there shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket no Threshold Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such Damages. (b) Notwithstanding anything express or implied in this Article X The total indemnity obligations of the Shareholders shall not exceed the sum of $10,850,000 and all Earn-Out Amounts (the "CAP"). Each Shareholder's maximum individual indemnity obligations shall be the product of the Cap multiplied by such Shareholder's percentage ownership of the Company immediately prior to the contrary, the aggregate liability of Seller or PurchaserEffective Time, as reflected on SCHEDULE I hereto. Parent shall have the case may be, right to all Covered offset any Damages suffered by the Parent Indemnified Parties not previously indemnified by the Shareholders against any Earn-Out Amount to be paid to the Shareholders prior to payment by Parent of such Earn-Out Amount. The Cap shall not limit indemnification with respect to any and all Damages arising from a breach breaches by the Shareholders or the Company of any representation or warranty of such Party (other than the representations and warranties set forth in Sections 4.24.3 ("Authorization"), 4.34.4 ("Capitalization"), 4.44.12 ("Taxes") and 4.26 ("No Brokers"). (c) Except as provided in SECTION 9.5(a), 4.5the Threshold Amount and Cap shall apply to all Damages regardless of whether asserted as a breach under the Agreement or under any other theory or cause of action. (d) The Shareholders, 4.8at their election, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable)entitled to pay any indemnification obligations hereunder in cash or Parent Shares or any combination thereof, and if in Parent Shares, such Parent Shares shall not exceed an aggregate be valued at the Average Stock Price on the date that is two Business Days prior to the date the amount due is finally determined; PROVIDED, HOWEVER, that in no event shall the Parent Shares be valued at more than $50.45 (representing a stock price 50 increase of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representations and warranties and any breach 20% of the covenants set forth in this Agreement, including Article VI and Article VIII shall not exceed Initial Stock Price) or less than $29.43 (representing a stock price decrease of 30% of the Purchase Initial Stock Price).

Limitation on Indemnity. (a) No Covered Party Notwithstanding the foregoing, Sellers shall not be entitled obligated to make a claim for indemnification indemnify Buyer or its officers, directors, employees, agents or assigns pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement 8.1 unless and until the aggregate amount of the Indemnifiable Claims thereunder exceeds $1,000,000, it being understood that after such amount exceeds $1,000,000, the Sellers shall be liable only for all Damages suffered by amounts in excess of $ 1,000,000 of Indemnifiable Claims (subject to the Purchaser Indemnified Parties in the case of Section 10.2(a)(i)(Afollowing sentence), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), exceeds $750,000 (the “Basket Amount”), provided the other requirements of this Article X have been complied with, all subsequent Damages (and the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the Basket Amount shall not apply to Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim for indemnification hereunder it being further understood that to the extent Losses relate to or arise out of any single breach of a breach results from fraud representation, warranty or intentional misrepresentationCovenant, as to each of such Losses shall not result in an Indemnifiable Claim hereunder unless such Losses exceed $50,000. Further, the maximum amount for which the limitations set forth herein Sellers shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect liable to a claim for indemnification Buyer or its officers, directors, employees, agents or assigns, excluding amounts relating to Section 2.2 (Stock), pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages Article shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such Damages$30,000,000. (b) Notwithstanding anything express or implied in this Article X to the contraryforegoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representation or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable), Buyer shall not exceed an be obligated to indemnify Sellers or their respective officers, directors, employees, agents or assigns pursuant to Sections 8.2 unless and until the aggregate amount of the Indemnifiable Claims thereunder exceeds $ 1,000,000, it being understood that after such amount exceeds $30,000,000 1,000,000, Buyer shall be liable only for all amounts in excess of $1,000,000 of Indemnifiable Claims (subject to the “Indemnification Limit”following sentence), it being further understood that to the extent Losses relate to or arise out of any single breach of a representation, warranty or covenant, such Losses shall not result in an Indemnifiable 'Claim hereunder unless such Losses exceed $50,000. Notwithstanding the foregoingFurther, the aggregate liability of Seller maximum amount for which Buyer shall be liable to Sellers or Purchasertheir respective officers, as the case may bedirectors, employees, agents or assigns, excluding amounts relating to all Covered Parties with respect Section 3.2 (Stock), pursuant to any and all Damages arising from a breach of any representations and warranties and any breach of the covenants set forth in this Agreement, including Article VI and Article VIII shall not exceed the Purchase Pricebe $10,100,000.

Limitation on Indemnity. (a) No Covered Party Notwithstanding the foregoing, (i) Seller shall be entitled have no obligation to make a claim for indemnification pursuant to indemnify the Buyer Indemnified Parties under Section 10.2(a)(i)(A8.2(a) or 10.2(a)(ii)(A) of this Agreement unless and until the aggregate of all Damages suffered by the Purchaser such Buyer Indemnified Parties in exceeds $200,000 (the case of Section 10.2(a)(i)(A"Deductible"), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), exceeds $750,000 (the “Basket Amount”)whereupon, provided the other requirements of this Article X 8 have been complied with, Seller shall be liable to indemnify the Buyer Indemnified Parties for all subsequent amounts of Damages in excess of the Deductible, and (ii) the aggregate amount of Damages recoverable pursuant to this Article 8 by the Buyer Indemnified Parties from Seller shall be limited to twenty percent (20%) of the Total Purchase Price (the "Maximum Indemnification"); provided that no such limitations shall be applicable, and neither the Basket AmountDeductible nor the Maximum Indemnification shall apply, with respect to any Damages relating to or arising out of (A) shall become due any misrepresentation, breach or inaccuracy of representations or warranties made by the Seller in Sections 3.1, 3.2 and payable3.9 of this Agreement or (B) any Excluded Liability. Notwithstanding anything to the foregoingcontrary in this Agreement or any Related Document, the Basket Amount Deductible shall not apply to any Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7out of, or (iii) a Covered Party’s claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentationrelated to, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect to a claim for indemnification pursuant to any matter covered by Section 10.2(a)(i)(A) or 10.2(a)(ii)(A8.2(a)(v) of this Agreement; provided, if further, however, that the Damages for such claim, together with all other Damages for any other claims Maximum Indemnification shall not apply to Seller's product liability obligations arising out under Section 7 of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such DamagesTransition Agreement. (b) Notwithstanding anything express or implied in the foregoing, (i) Buyer shall have no obligation to indemnify the Seller Indemnified Parties under Section 8.2(b) unless and until the aggregate of all Damages suffered by such Seller Indemnified Parties exceeds the Deductible, whereupon, provided the other requirements of this Article X 8 have been complied with, Buyer shall be liable to indemnify the Seller Indemnified Parties for all amounts of Damages in excess of the Deductible, and (ii) the aggregate amount of Damages recoverable pursuant to this Article 8 by the Seller Indemnified Parties from Seller shall be limited to the contraryMaximum Indemnification; provided that no such limitations shall be applicable, and neither the aggregate liability of Seller or PurchaserDeductible nor the Maximum Indemnification shall apply, as the case may be, to all Covered Parties with respect to any Damages relating to or arising out of (A) any misrepresentation, breach or inaccuracy of representations or warranties made by the Seller in Sections 4.1 and all 4.2 of this Agreement or (B) any Assumed Liability. Notwithstanding anything to the contrary in this Agreement or any Related Document, the Deductible shall not apply to any Damages arising from a breach of any representation or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2out of, or 5.3related to, as to which the cap set forth herein shall be inapplicable), shall not exceed an aggregate amount any matter covered by Section 8.2(b)(iv) of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representations and warranties and any breach of the covenants set forth in this Agreement, including Article VI and Article VIII shall not exceed the Purchase Price.

Limitation on Indemnity. (a) No Covered Party shall be entitled to make a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement unless and until the aggregate of all Damages suffered by the Purchaser Indemnified Parties in the case of Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), exceeds $750,000 (the “Basket Amount”), provided the other requirements of this Article X have been complied with, all subsequent Damages (and the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the Basket Amount shall Indemnifying Parties will not apply be obligated to Damages arising from indemnify any Indemnified Parties except as follows: (a) If the aggregate Losses related to Claims (other than Claims that are not subject to this Section 10.5(a)) asserted pursuant to a Claim Notice delivered to the Stockholders on or before the first anniversary of the Closing Date (collectively, the “First Year Claims”) exceed $200,000, then the Indemnifying Party will be obligated, subject to the limitations set forth in connection with Section 10.5(e), to indemnify the Indemnified Parties for all First Year Claims up to an amount equal to the greater of (i) Seller’s representations the amount by which the aggregate dollar amount of all Losses related to First Year Claims exceeds $200,000, and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim for indemnification hereunder the aggregate dollar amount of all First Year Claims as to which the extent a breach results from fraud or intentional misrepresentationLoss, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect such First Year Claim, is equal to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less greater than $25,00050,000. If the First Year Claims (other than Claims that are not subject to this Section 10.5(a)) do not exceed $200,000, such Damages shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party will have no obligation to indemnify the Indemnified Parties for such Damagesany First Year Claims, except as may otherwise be required in section 10.5(b). (b) Notwithstanding anything express or implied in this Article X to the contrary, If the aggregate liability of Seller or Purchaser, as the case may be, Losses related to all Covered Parties with respect to any and all Damages arising from a breach of any representation or warranty of such Party Claims (other than Claims that are not subject to this Section 10.5(b), but including Claims in both the first year and the second year after the Closing Date for which compensation is not received) asserted pursuant to a Claim Notice delivered to the Indemnifying Party on or before the second anniversary of the Closing Date which were not indemnifiable under Section 10.5(a) (collectively, the “Second Year Claims”) exceed $400,000, then the Indemnifying Party will be obligated, subject to the limitations set forth in Section 10.5(e), to indemnify the Indemnified Parties for all Second Year Claims up to an amount equal to the greater of (i) the amount by which the aggregate dollar amount of all Losses related to Second Year Claims exceeds $400,000, and (ii) the aggregate dollar amount of all Second Year Claims as to which the Loss, as to each such Second Year Claim, is equal to or greater than $50,000 individually. If the Second Year Claims (other than Claims that are not subject to this Section 10.5(b)) do not exceed $400,000, the Indemnifying Party will have no obligation to indemnify the Indemnified Parties for any Second Year Claims. (c) Subject to Sections 10.5(a) and 10.5(b), the Stockholders will be obligated to indemnify Buyer Indemnified Parties for any Claim for breach of the representations and warranties set forth contained in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as Section 4.18 (Intellectual Property) that is first asserted pursuant to which a Claim Notice delivered to the cap set forth herein shall be inapplicable), shall not exceed an aggregate amount Stockholders after the second anniversary of $30,000,000 (the “Indemnification Limit”). Notwithstanding Closing Date only if the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties Loss with respect to such Claim exceeds $50,000. The Stockholders will have no obligation to indemnify Buyer Indemnified Parties for any and all Damages arising from a single Claim for breach of the representation and warranties contained in Section 4.18 which is asserted after the second anniversary of the Closing Date if the Loss with respect to such Claim is less than or equal to $50,000. (d) Subject to Sections 10.5(a) and 10.5(b), the Stockholders will be obligated to indemnify Buyer Indemnified Parties for any Claim for breach of the representations and warranties and relating to sales or use Taxes that is first asserted pursuant to a Claim Notice delivered to the Stockholders after the second anniversary of the Closing Date only if the Losses with respect to such Claim exceed $50,000. The Stockholders will have no obligation to indemnify Buyer Indemnified Parties for any single Claim for breach of the covenants set forth representation and warranties related to sales or use Taxes alleged by a Taxing Authority which is asserted after the second anniversary of the Closing Date if the Loss with respect to such Claim is less than or equal to $50,000. (e) Notwithstanding anything to the contrary contained in this Agreement, including Article VI and Article VIII shall the maximum aggregate liability of the Stockholders collectively under this Agreement, including, without limitation, any amounts payable from the Holdback, will not exceed 60% of the Purchase PricePrice (the “Cap”); and the maximum aggregate liability of any Stockholder under this Agreement, including, without limitation, any amounts payable from the Holdback, will not exceed such Stockholder’s Pro Rata Share of such collective liability. (f) The limitation provisions of Sections 10.5(a) and 10.5(b) will not apply to indemnification based on: (i) representations and warranties made in Section 4.17 (Environmental Matters), (ii) representations and warranties made in Section 4.19 (Tax Matters) other than to the extent such representations and warranties relates to sales or use Taxes, and (iii) damages in connection with fraud.

Limitation on Indemnity. (a) No Notwithstanding anything expressed or implied in this Article IX to the contrary, no Covered Party shall will be entitled to make a claim Claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement Article IX unless and until the aggregate of all Damages suffered by the Purchaser Indemnified Parties in the case of Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), such Covered Party hereunder exceeds $750,000 50,000 (the “Basket Amount”), provided the other requirements of this Article X have been complied with, whereupon all subsequent Damages (and including the Basket Amount) shall will become due and payable. Notwithstanding the foregoing, the no Basket Amount shall not will apply to Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereofa Claim for a breach of a Fundamental Rep, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim Claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentation, as (iii) any Claim for indemnification under Sections 9.2(a)(ii) though 9.2(a)(v), Section 9.2(b) or Sections 9.2(c)(ii) through 9.2(c)(iv), and (iv) any Claim under Section 9.2(a)(v). Notwithstanding anything herein to each of which the limitations set forth herein shall be inapplicable. In calculating contrary, in determining the amount of any Damages of the Covered Parties with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000breach, such Damages shall representations, warranties and covenants, agreements and obligations will be excluded in their entirety read without regard to any materiality qualifier (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have including any recourse against the Indemnifying Party for such Damagesreference to Material Adverse Effect) contained therein. (b) Notwithstanding anything express or implied in this Article X Any indemnification payments required to be made by Seller will promptly be paid first from the Escrow Amount to the contraryextent available, and second, from Seller by wire transfer of immediately available funds. Seller will not be liable to any Buyer Indemnified Party under the aggregate liability terms of Seller this Agreement for amounts in excess of $1,500,000 (the “Cap”), except with respect to Claims for (i) fraud or Purchaserintentional misrepresentation, as in which case there will be no Cap, (ii) a breach of the Fundamental Reps or damages arising out of or relating to Section 9.2(b), in which case may bethe “Cap” will be the amount of the Purchase Price paid by Buyer to Seller, (iii) any Damages arising out of or relating to all Covered Parties Sections 9.2(a)(ii) though 9.2(a)(v), in which case there will be no Cap. (c) Except with respect to the matters covered in the next succeeding sentence of this Section 9.4(c), each party hereto hereby acknowledges and agrees that such party’s sole and exclusive remedy with respect to any and all Damages arising from a breach relating to the subject matter of any representation or warranty of such Party (other than this Agreement will be pursuant to the representations and warranties indemnification provisions set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable), shall not exceed an aggregate amount of $30,000,000 (the “Indemnification Limit”)this Article IX. Notwithstanding the foregoing, (i) Buyer will have the aggregate liability right to seek injunctive relief in accordance with Section 6.5(b), (ii) for the avoidance of Seller or Purchaserdoubt, as Pre-Closing Deductions will not constitute Damages and (iii) in no event will the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representations and warranties and any breach of the covenants limitations set forth in this Section 9.4(c) apply to Pre-Closing Deductions or Damages that result from fraud or intentional misrepresentation. (d) The amount of any Damages subject to indemnification under this Article IX will be reduced by the amount, if any, of any insurance or Third Party recovery actually received by the Covered Party, net of any expenses incurred by such Covered Party (including any increase in premiums, reasonable attorney’s fees and other expenses) in collecting such amount that the Covered Party may receive or otherwise enjoy with respect to the event that directly or indirectly caused such Damages. The Covered Party will use commercially reasonable efforts to recover all insurance and Third Party recoveries and benefits that may be available. If the Covered Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to this Article IX and the Covered Party could have recovered all or a part of such Damages from a Third Party (each, a “Potential Contributor”) based on the underlying Claim asserted against the Covered Party, the Covered Party will assign those of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of that payment. If the Covered Party receives any insurance or Third Party recoveries after the Indemnifying Party has paid the Covered Party under any indemnification provision of this Agreement in respect of such Damages, the Covered Party must notify the Indemnifying Party and pay to the Indemnifying Party the value of the benefit to the Covered Party of that recovery, net of any expenses incurred by such Covered Party (including reasonable attorney’s fees but excluding any increases in insurance premiums) in insuring against and collecting such amount within 15 calendar days after the recovery or benefit has been received. (e) Any Damages hereunder will be determined without duplication of the amount of recovery by reason of the facts giving rise to such indemnification claim based on a breach of more than one representation, warranty, covenant or agreement under this Agreement. (f) To the extent permitted by Law, including any payment made by a Person indemnifying a Covered Party pursuant to this Article VI and Article VIII shall not exceed IX will be treated on the Purchase Priceparties’ Tax Returns as an adjustment to the Purchased Price for all Tax purposes to the extent permitted by applicable Law.

Limitation on Indemnity. (a) No Covered Notwithstanding the foregoing, an Indemnitor shall not be obligated to indemnify an Indemnified Party shall be entitled to make a claim for indemnification pursuant to Section 10.2(a)(i)(Aunder Sections 9.2(a)(i) or 10.2(a)(ii)(A(b)(i) of this Agreement unless and until the aggregate of all Damages suffered by the Purchaser such Indemnified Parties in hereunder exceeds CAN$75,000 (the case of Section 10.2(a)(i)(A"Threshold Amount"), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), exceeds $750,000 (the “Basket Amount”)whereupon, provided the other requirements of this Article X IX have been complied with, the Indemnitor shall only be responsible for the amount of Damages in excess of such Threshold Amount, and all subsequent Damages Damages. Notwithstanding the foregoing, no Threshold Amount shall apply to the obligations of any party hereto to the extent a breach results from actual fraud, intentional misrepresentation or active concealment. (b) Subject to the provisions and limitations on indemnity contained in Section 9.6 hereof, the Basket Amounttotal aggregate indemnity obligations of the Shareholders under Section 9.2(a)(i) shall become due not exceed CAN$5,000,000 (the "Cap"). The total aggregate indemnity obligations of the CalAmp and payableAcquisition Sub under Section 9.2(b)(i) shall not exceed the Cap. Notwithstanding the foregoing, the Basket Amount Cap shall not apply to Damages arising from or in connection with (ia) Seller’s Dataradio's and Shareholders' representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.84.15, 4.10, 4.11(b4.27 and 4.30 hereof and (b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim for indemnification hereunder the obligations of any party hereto to the extent a breach results from fraud actual fraud, intentional misrepresentation or intentional misrepresentationactive concealment. (c) Notwithstanding anything to the contrary contained herein, as all amounts due to each of which CalAmp pursuant to the limitations Purchase Price Adjustments set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect to a claim for indemnification pursuant to in Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (and such items 2.3 hereof shall not be aggregated for purposes subject to the provisions of calculating the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such Damages. (b) Notwithstanding anything express or implied in this Article X to the contrary, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representation or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable), shall not exceed an aggregate amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representations and warranties and any breach of the covenants set forth in this Agreement, including Article VI and Article VIII shall not exceed the Purchase PriceIX.

Limitation on Indemnity. (a) No Covered Notwithstanding the foregoing, an Indemnitor shall not be obligated to indemnify an Indemnified Party shall be entitled to make a claim for indemnification pursuant to Section 10.2(a)(i)(Aunder SECTIONS 9.2(a) or 10.2(a)(ii)(A(b) of this Agreement unless and until the aggregate of all Damages suffered by the Purchaser such Indemnified Parties in hereunder exceeds U.S.$200,000 (the case of Section 10.2(a)(i)(A"THRESHOLD AMOUNT"), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), exceeds $750,000 (the “Basket Amount”)whereupon, provided the other requirements of this Article X ARTICLE IX have been complied with, the full amount of such Damages, and all subsequent Damages (and the Basket Amount) Damages, shall become due and payable. Notwithstanding the foregoing, the Basket (a) no Threshold Amount shall not apply to Damages arising from or in connection with (i) Seller’s the Company's representations and warranties set forth in Sections SECTIONS 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 4.19 and 4.28 hereof, (iib) no Threshold Amount shall apply to Parent's and Purchaser’s 's representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or SECTION 5.6 hereof and (iiic) a Covered Party’s claim for indemnification hereunder no Threshold Amount shall apply to the obligations of any party hereto to the extent a breach results from fraud actual fraud, intentional misrepresentation or intentional misrepresentation, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such Damagesactive concealment. (b) Notwithstanding anything express or implied in this Article X The total indemnity obligations of the Shareholders shall not exceed the sum of U.S.$5,000,000 and all Earn-Out Amounts (the "CAP"). With respect to indemnification pursuant to SECTION 9.2(a), each Named Shareholder's maximum individual indemnity obligations shall be the product of the Cap multiplied by such Named Shareholder's percentage ownership of the Company immediately prior to the contrary, the aggregate liability of Seller or PurchaserClosing Date, as reflected on SCHEDULE I attached hereto, as amended immediately prior to the case may beClosing, grossed up such that the total individual indemnity obligations of the Named Shareholders shall be equal to all Covered Parties 100% of the Cap. The Cap shall not limit indemnification with respect to any and all Damages arising from a breach breaches by the Shareholders or the Company of any representation or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.54.19, 4.84.28, 4.10, 5.2, or 5.3, 4.33 and 4.34. (c) Except as to which the cap set forth herein shall be inapplicableprovided in SECTION 9.5(a), the Threshold Amount and Cap shall not exceed an aggregate amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, apply to all Covered Parties with respect to any and all Damages arising from regardless of whether asserted as a breach under the Agreement or under any other theory or cause of any representations and warranties and any breach of the covenants set forth in this Agreement, including Article VI and Article VIII shall not exceed the Purchase Priceaction.

Limitation on Indemnity. Purchaser and Seller agree, for themselves and on behalf of the Purchaser Indemnitees and Seller Indemnitees, respectively: (a) The amount of any and all Losses indemnifiable pursuant to Section 11.2 or Section 11.3 shall be determined net of (i) any amounts recovered by an Indemnified Party under insurance policies or any other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement) with respect to such Losses, in each case, net of costs of collection and any increase to premiums resulting from making any claim thereunder and (ii) an amount equal to any net Tax benefit actually realized by the applicable Indemnified Party (or any of its Affiliates, including, in the case of Purchaser, the Transferred Entities) as a result of the incurrence of such Loss. In any case where an Indemnified Party realizes such Tax benefits or so recovers, under insurance policies or from any other collateral source, any amount in respect of a matter for which such Indemnified Party was indemnified pursuant to Section 11.2 or Section 11.3, as applicable, not already taken into account pursuant to this Section 11.4(a), such Indemnified Party shall promptly pay over to the applicable Indemnifying Party the amount so realized or recovered (after deducting therefrom the amount of the expenses incurred by such Indemnified Party in procuring such recovery), but not in excess of the sum of (A) any amount previously so paid to such Indemnified Party by the Indemnifying Party in respect of such matter and (B) any amount expended by the applicable Indemnifying Party in pursuing or defending any claim arising out of such matter. The Indemnified Party shall use reasonable best efforts (including through litigation) to recover any such insurance or other proceeds from third parties to the same extent such Indemnified Party would recover such proceeds if such Losses were not subject to indemnification hereunder. (b) Purchaser Indemnitees shall not be entitled to indemnification pursuant to Section 11.2 or otherwise under this Agreement for any Loss to the extent (i) that such matter is disclosed on the Seller Disclosure Schedule or recorded as a reserve or otherwise reflected in the Business Financial Statements, (ii) relating to Taxes for any Post-Closing Tax Period, (iii) resulting from any action taken by Purchaser or any of its Affiliates (including the Transferred Entities) on the Closing Date and after the Closing outside of the Ordinary Course of Business, (iv) attributable to any breach by Purchaser of this Agreement, (v) included in the Final Closing Statement or (vi) relating to the amount, sufficiency or usability in any taxable period of any net operating loss, capital loss, Tax basis or other Tax asset or other attribute. No Covered Indemnified Party shall be entitled to make a claim for indemnification pursuant to Section 10.2(a)(i)(A11.2 or Section 11.3 for any Loss to the extent that such Loss was taken into account in the Final Purchase Price as finally determined pursuant to Section 2.6. (c) or 10.2(a)(ii)(A) of Notwithstanding anything contained in this Agreement to the contrary, no Indemnifying Party shall be obligated to indemnify any Indemnified Party unless and until the aggregate amount of all Damages suffered by Losses from a single claim of indemnification exceeds $100,000. In no event shall the cumulative indemnification obligation of Seller under this Article XI exceed the Final Purchase Price. (d) Neither Purchaser Indemnified Parties in the case of Section 10.2(a)(i)(A), and Indemnitees nor the Seller Indemnified Parties in Indemnitees shall be entitled to recover for the case of Section 10.2(a)(ii)(A), exceeds $750,000 (the “Basket Amount”), provided the other requirements of same Loss more than once under this Article X have been complied with, all subsequent Damages (and the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the Basket Amount shall not apply to Damages arising from XI or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) otherwise under this Agreement or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentation, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect to any Ancillary Agreement even if a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) otherwise in respect of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out Loss has been made as a result of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such Damages. (b) Notwithstanding anything express or implied in this Article X to the contrary, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any more than one covenant, agreement or representation or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable), shall not exceed an aggregate amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representations and warranties and any breach of the covenants set forth contained in this Agreement or any Ancillary Agreement, including Article VI and Article VIII shall not exceed the Purchase Price.

Limitation on Indemnity. (a) No Notwithstanding anything expressed or implied in this Article VIII to the contrary, no Covered Party shall be entitled to make a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement Article VIII unless and until the aggregate of all Damages suffered by the Purchaser Indemnified Parties in the case of Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), such Covered Party hereunder exceeds $750,000 1,500,000 (the “Basket Amount”), provided the other requirements of this Article X have been complied with, whereupon all subsequent Damages (and including the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the no Basket Amount shall not apply to Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereofa claim for a breach of a Fundamental Rep, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim for indemnification hereunder to the extent a breach results from fraud fraud, intentional misrepresentation or intentional misrepresentation, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect to active concealment or (iii) a claim for indemnification pursuant to Section 10.2(a)(i)(Aunder Sections 8.2(a)(ii) through 8.2(a)(vii) or 10.2(a)(ii)(A) Section 8.2(b)(ii). Notwithstanding anything herein to the contrary, in determining the amount of this Agreement, if the any Damages for with respect to such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000breach, such Damages representations, warranties and covenants, agreements and obligations shall be excluded in their entirety read without regard to any materiality qualifier (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have including any recourse against the Indemnifying Party for such Damagesreference to Material Adverse Effect) contained therein. (b) Notwithstanding anything express or implied in this Article X Any indemnification payments required to be made by the Equityholders shall be paid (i) first, from the General Indemnity Escrow Amount (except for such matters set forth on Schedule 8.2(a)(v), which shall be paid first from the Determined Escrow Amount) and (ii) second, from the Equityholders directly. Subject to Section 8.7, all claims for Damages by a Purchaser Indemnified Party shall be, subject to the contrary, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representation or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable), shall not exceed an aggregate amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representations and warranties and any breach of the covenants limitations set forth in this AgreementSection 8.4, including Article VI against the Equityholders jointly and severally; provided, however, but subject to Section 8.7, the Equityholders shall not be liable to any Purchaser Indemnified Party under the terms of this Agreement for amounts in excess of 20% of the Sale Consideration paid by the Purchaser (the “Cap”), except with respect to claims for (i) fraud, intentional misrepresentation or active concealment, in which case there will be no Cap, (ii) indemnification under Sections 8.2(a)(ii) through 8.2(a)(vii), in which case there will be no Cap or (iii) a breach of the Fundamental Reps, in which case the “Cap” will be the amount of the Sale Consideration paid by the Purchaser to the Equityholders from time to time. (c) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY FOLLOWING THE CLOSING PURSUANT TO THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE PURCHASE OF THE UNITS OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT FOR ANY PUNITIVE DAMAGES EXCEPT FOR ANY SUCH DAMAGES THAT ARE CLAIMED BY THIRD PERSONS. (d) To the extent permitted by Regulations, any payment made by a Person indemnifying a Covered Party pursuant to this Article VIII shall not exceed be treated on the Purchase PriceParties’ Tax Returns as an adjustment to the Sale Consideration for all Tax purposes.

Limitation on Indemnity. (a) No Covered Notwithstanding anything expressed or implied in this ARTICLE XI to the contrary, no Indemnified Party shall be entitled to make a claim for indemnification pursuant to Section 10.2(a)(i)(ASections 11.2(a)(i)(A) or 10.2(a)(ii)(A11.2(a)(ii)(A) of this Agreement unless and until the aggregate of all Damages suffered by the Purchaser such Indemnified Party and its applicable Covered Parties in the case of Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), hereunder exceeds $750,000 150,000 (the “Basket Amount”), whereupon, provided the other requirements of this Article X ARTICLE XI have been complied with, all subsequent Damages (and not including the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the no Basket Amount shall not apply to Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered any Indemnified Party’s claim for indemnification hereunder to the extent a breach such claim results from fraud (a) any breach of a representation or intentional misrepresentation, as to each warranty of which the limitations Seller set forth herein shall be inapplicablein Section 4.3 (Capitalization), 5.1 (Organization; Due Authorization), 5.2 (No Conflicts; Enforceability), 5.5 (Brokers’ Fees), or 5.6 (Shares), (b) any breach of any representation or warranty of Purchaser set forth in Sections 6.1 (Organization; Due Authorization) or 6.2 (No Conflicts; Enforceability), or (c) any intentional or willful misrepresentation or fraud. In calculating the amount of Damages of the Covered Parties with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this AgreementParties, if the Damages for such a claim, together with all other Damages for any other claims claim(s) arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,00020,000, such Damages shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered no Indemnified Party shall not have any recourse against the any Indemnifying Party for such Damages. (b) . Notwithstanding anything express or implied in this Article X ARTICLE XI to the contrary, (1) the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties an Indemnified Party with respect to any and all Damages arising from a under any breach of any representation or warranty of such Party (other than the representations and warranties as set forth in Sections 4.2Section 4.8 (Taxes), 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as with respect to which the cap set forth herein following clause (2) shall be inapplicableapply, or in Sections 4.3 (Capitalization), 5.1 (Organization; Due Authorization), 5.2 (No Conflicts; Enforceability), 5.5 (Brokers’ Fees), 5.6 (Shares), 6.1 (Organization; Due Authorization) or 6.2 (No Conflicts; Enforceability) or any intentional or willful misrepresentation, with respect to which the following clause (3) shall apply or any fraud, with respect to which the following clause (4) shall apply) made by Seller or Purchaser, as the case may be, in this Agreement or in any certificate delivered to Purchaser or Seller, as the case may be, at Closing shall not exceed an aggregate ten percent (10%) of the amount actually paid to Seller pursuant to Sections 2.2(b) and 2.2(c) of $30,000,000 this Agreement (the “Indemnification Limit10% Indemnity Cap”). Notwithstanding , (2) the foregoingaggregate liability of Seller to an Indemnified Party with respect to any and all Damages arising under any breach of any representation or warranty set forth in Section 4.8 (Taxes) made by Seller in this Agreement shall not exceed fifteen percent (15%) of the amount actually paid to Seller pursuant to Sections 2.2(b) and 2.2(c) of this Agreement (the “15% Indemnity Cap”), (3) the aggregate liability of Seller or Purchaser, as the case may be, to an Indemnified Party with respect to any and all Covered Parties Damages arising under any breach of any representation or warranty set forth in Sections 4.3 (Capitalization), 5.1 (Organization; Due Authorization), 5.2 (No Conflicts; Enforceability), 5.5 (Brokers’ Fees), 5.6 (Shares), 6.1 (Organization; Due Authorization) or 6.2 (No Conflicts; Enforceability) made by Seller or Purchaser, as the case may be, in this Agreement or any intentional or willful misrepresentation shall be limited to the amount actually paid to Seller pursuant to Sections 2.2(b) and 2.2(c) of this Agreement and (4) the aggregate liability of Seller or Purchaser, as the case may be, to an Indemnified Party with respect to any and all Damages arising from a fraud shall not be limited. The 10% Indemnity Cap and 15% Indemnity Cap shall be cumulative, such that to the extent Damages are paid under the 10% Indemnity Cap, the 15% Indemnity Cap shall be reduced by the amount of such Damages, so that in no event shall the amount of Damages paid with respect to any breach of any representations and warranties and any breach of the covenants representation or warranty set forth in Section 4.8 (Taxes) made by Seller in this Agreement, including Article VI when aggregated with Damages paid with respect to any breach of any representation or warranty set forth in ARTICLE IV or ARTICLE V (other than Sections 4.3 (Capitalization), 5.1 (Organization; Due Authorization), 5.2 (No Conflicts; Enforceability), 5.5 (Brokers’ Fees), 5.6 (Shares)) or any intentional or willful misrepresentation or fraud), exceed fifteen percent (15%) of the amount actually paid to Seller pursuant to Sections 2.2(b) and Article VIII shall not exceed the Purchase Price2.2(c) of this Agreement.