Common use of Limitation on Indemnity Clause in Contracts

Limitation on Indemnity. (a) Notwithstanding anything in this Agreement to the contrary: (i) a Parent Indemnified Party shall have no right to indemnification pursuant to Section 9.2(a)(i) unless and until the aggregate amount of all Losses suffered by the Parent Indemnified Parties hereunder exceeds $50,000 (the "Threshold"), whereupon the Parent Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (ii) the aggregate amount of Losses for which the Parent Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(a)(i) shall not exceed $1,000,000 (the "Cap"); provided that the Cap shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the 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 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 Stockholder Indemnified Party shall have no right to indemnification pursuant to Section 9.2(b)(i) unless and until the aggregate amount of all Losses suffered by the Stockholder Indemnified Parties hereunder exceeds the Threshold, whereupon the Stockholder Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (v) the aggregate amount of Losses for which the Stockholder Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(b)(i) shall not exceed the Cap; provided that the Cap shall not apply to any claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the 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 in this Agreement to the contrary, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the "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 this Agreement to the extent that any such Indemnified Party or 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 "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth in such representations and warranties or any certificate related thereto shall be disregarded for purposes of determining the amount of Losses resulting therefrom, but not for purposes of determining whether there has been a misrepresentation or breach of warranty in such representations and warranties 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 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 ARTICLE IX that are special or punitive damages, except to the extent that such Losses have been awarded to a third party.

Limitation on Indemnity. (ai) Stockholder Indemnified Parties may not recover Damages from the Stockholders pursuant to 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 9.2(b) hereof exceeds the Deductible. (iii) Notwithstanding anything the foregoing, the 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: contrary (iexcept as otherwise set forth in this Section 9.2(d)(iv)), the aggregate liability (including amounts paid to DTS under the Escrow Agreement) a Parent Indemnified Party shall have no right to indemnification of each Stockholder pursuant to Section 9.2(a)(ithis Agreement (including its indemnity obligations under this Article IX) unless and until the aggregate amount of all Losses suffered by the Parent Indemnified Parties hereunder exceeds $50,000 (the "Threshold"), whereupon the Parent Indemnified Parties shall be indemnified for only those Losses in excess of limited to the Threshold; provided that the Threshold amounts set forth opposite such Stockholder’s name on Schedule 9.2 attached hereto. The foregoing limitation shall not apply to claims for indemnification in respect any breach 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 inaccuracy covenant or obligation. (v) In the event that the Surviving Company is able to utilize any Tax carryforwards in or breach existence as of the Fundamental Representations or, for Closing Date against income generated by the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (ii) the aggregate amount of Losses for which the Parent Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(a)(i) shall not exceed $1,000,000 (the "Cap"); provided that the Cap shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (iii) the maximum liability of the Stockholders Surviving Company subsequent to the Parent Indemnified Parties in connection with or arising from any breach or inaccuracy of the Fundamental Representations or pursuant to Section 9.2(a)(ii)-(v) shall notClosing Date, in any event, exceed then an amount equal to the Final Merger Consideration; value to the Surviving Company of such utilization shall reduce any Damages (ivbut not below zero) a Stockholder Indemnified Party shall have no right to indemnification pursuant to Section 9.2(b)(i) unless and until the aggregate amount of all Losses suffered incurred by the Stockholder Indemnified Parties hereunder exceeds the Threshold, whereupon the Stockholder Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (v) the aggregate amount of Losses for which the Stockholder Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(b)(i) shall not exceed the Cap; provided that the Cap shall not apply to any claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the 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 ConsiderationParties. (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 in this Agreement to the contrary, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the "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 this Agreement to the extent that any such Indemnified Party or 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 "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth in such representations and warranties or any certificate related thereto shall be disregarded for purposes of determining the amount of Losses resulting therefrom, but not for purposes of determining whether there has been a misrepresentation or breach of warranty in such representations and warranties 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 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 ARTICLE IX that are special or punitive damages, except to the extent that such Losses have been awarded to a third party.

Limitation on Indemnity. (a) Notwithstanding anything Section 8.2(a), except in this Agreement the case of Damages arising out of or in connection with a breach of the provisions of Section 2.13, the Equityholders shall not have any obligation to the contrary: (i) indemnify a Parent Kenexa Indemnified Party shall have no right to indemnification pursuant to under Section 9.2(a)(i8.2(a) unless and until the aggregate amount of all Losses Damages suffered by the Parent all such Kenexa Indemnified Parties hereunder exceeds $50,000 150,000 (the "“Aggregate Loss Threshold"”), whereupon whereupon, the Parent Equityholders shall be liable to indemnify the Kenexa Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations orall Damages, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (ii) the aggregate amount of Losses for which the Parent Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(a)(i) shall not exceed $1,000,000 (the "Cap"); provided that the Cap shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (iii) the maximum liability of the Stockholders without regard to the Parent Indemnified Parties in connection with 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 Stockholder Indemnified Party shall have no right to indemnification pursuant to Section 9.2(b)(i) unless and until the aggregate amount of all Losses suffered by the Stockholder Indemnified Parties hereunder exceeds the Aggregate Loss Threshold, whereupon the Stockholder Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (v) the aggregate amount of Losses for which the Stockholder Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(b)(i) shall not exceed the Cap; provided that the Cap shall not apply to any claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the 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 in this Agreement Article VIII to the contrary, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the "Indemnified Party") its successors or assigns shall have any right or entitlement to indemnification from any party obligated to provide indemnification (the "Indemnitor") Indemnitor for any Losses Damages relating to any matter arising under the provisions of this Agreement Agreement, to the extent that any such Indemnified Party or its successors and assigns had already recovered Losses Damages with respect to the same matter pursuant to any other provision of this Agreement. (d) The parties hereto hereby acknowledge , and agree that such Indemnified Parties shall be deemed to have waived and released any claims for purposes such Damages and shall not be entitled to assert any such claim for indemnification for such Damages. Without limiting the generality of this ARTICLE IX the foregoing, the operation of Section 2.13 is an exclusive remedy in respect of the Company's representations assets and warrantiesliabilities and related items taken into account in connection with the determination of the Closing Working Capital, any and all "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth in such representations and warranties or any certificate related thereto no Kenexa Indemnified Party shall be disregarded for purposes of determining the amount of Losses resulting therefromentitled to any additional recourse in respect thereof, but not for purposes of determining whether there has been arising from a misrepresentation or breach of representation or warranty in such representations and warranties or any certificate related theretootherwise other than for breaches of Section 2.13. (ec) No right of indemnification under Any payments made pursuant to this ARTICLE IX Article VIII shall constitute an adjustment to the Total Merger Consideration for Tax purposes and shall be limited treated as such 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 AffiliatesKenexa Technology, agents or representativesthe Company, to rely fully on the representations, warranties, covenants and agreements of the Company Acquisition Sub 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 ARTICLE IX that are special or punitive damages, except Surviving Corporation on their Tax Returns to the extent that such Losses have been awarded to a third partypermitted by law.

Limitation on Indemnity. (a) Notwithstanding anything in this Agreement to the contrary: foregoing, (i) a Parent Indemnified Party Seller shall have no right obligation to indemnification pursuant to indemnify the Buyer Indemnified Parties under Section 9.2(a)(i8.2(a) unless and until the aggregate amount of all Losses Damages suffered by the Parent such Buyer Indemnified Parties hereunder exceeds $50,000 200,000 (the "ThresholdDeductible"), whereupon whereupon, provided the Parent other requirements of this Article 8 have been complied with, Seller shall be liable to indemnify the Buyer Indemnified Parties shall be indemnified for only those Losses all amounts of Damages in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations orDeductible, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; and (ii) the aggregate amount of Losses for which Damages recoverable pursuant to this Article 8 by the Parent Buyer Indemnified Parties from Seller shall be entitled limited to indemnity pursuant to Section 9.2(a)(itwenty percent (20%) shall not exceed $1,000,000 of the Total Purchase Price (the "CapMaximum Indemnification"); provided that no such limitations shall be applicable, and neither the Cap Deductible nor the Maximum Indemnification shall apply, 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 3.1, 3.2 and 3.9 of this Agreement or (B) any Excluded Liability. Notwithstanding anything to the contrary in this Agreement or any Related Document, the Deductible shall not apply to claims for indemnification in respect any Damages arising out of, or related to, any matter covered by Section 8.2(a)(v) of any inaccuracy in or breach this Agreement; provided, further, however, that the Maximum Indemnification shall not apply to Seller's product liability obligations arising under Section 7 of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation;Transition Agreement. (iiib) Notwithstanding the maximum liability of the Stockholders to the Parent Indemnified Parties in connection with or arising from any breach or inaccuracy of the Fundamental Representations or pursuant to Section 9.2(a)(ii)-(vforegoing, (i) shall not, in any event, exceed an amount equal to the Final Merger Consideration; (iv) a Stockholder Indemnified Party Buyer shall have no right obligation to indemnification pursuant to indemnify the Seller Indemnified Parties under Section 9.2(b)(i8.2(b) unless and until the aggregate amount of all Losses Damages suffered by the Stockholder such Seller Indemnified Parties hereunder exceeds the ThresholdDeductible, whereupon whereupon, provided the Stockholder other requirements of this Article 8 have been complied with, Buyer shall be liable to indemnify the Seller Indemnified Parties shall be indemnified for only those Losses all amounts of Damages in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations orDeductible, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; and (vii) the aggregate amount of Losses for which Damages recoverable pursuant to this Article 8 by the Stockholder Seller Indemnified Parties from Seller shall be entitled limited to indemnity pursuant to Section 9.2(b)(i) shall not exceed the CapMaximum Indemnification; provided that the Cap shall not apply to any claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the 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 no such limitations shall be no maximum liability applicable, and neither the Deductible nor the Maximum Indemnification shall apply, with respect to claims based on fraud or intentional misrepresentation. (c) Notwithstanding anything in this Agreement to the contrary, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the "Indemnified Party") shall have any right or entitlement to indemnification from any party obligated to provide indemnification (the "Indemnitor") for any Losses Damages relating to or arising out of (A) any matter arising under misrepresentation, breach or inaccuracy of representations or warranties made by the provisions Seller in Sections 4.1 and 4.2 of this Agreement to the extent that or (B) any such Indemnified Party or 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 "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth in such representations and warranties or any certificate related thereto shall be disregarded for purposes of determining the amount of Losses resulting therefrom, but not for purposes of determining whether there has been a misrepresentation or breach of warranty in such representations and warranties 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 ClosingAssumed Liability. Notwithstanding anything to the contrary hereinin this Agreement or any Related Document, Parent the Deductible 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 and agreements of the Company and the Rollover Stockholders contained herein. (f) In no event shall any Indemnitor be liable not apply to any Indemnified Party for Damages arising out of, or related to, any Losses or other amounts under matter covered by Section 8.2(b)(iv) of this ARTICLE IX that are special or punitive damages, except to the extent that such Losses have been awarded to a third partyAgreement.

Limitation on Indemnity. (a) Notwithstanding anything in this Agreement to the contrary: foregoing, (i) a Parent Indemnified Party SDI shall have no right obligation to indemnification pursuant to Section 9.2(a)(iindemnify a Surviving Corporation Indemnified Party under Sections 8.2(a) unless and until the aggregate amount of all Losses Damages suffered by the Parent such Indemnified Parties hereunder exceeds $50,000 250,000 (the "ThresholdDeductible"), whereupon whereupon, provided the Parent other requirements of this Article 8 have been complied with, SDI shall be liable to indemnify the Indemnified Parties for all 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 indemnified for only those Losses taken into account in excess of determining whether or the Threshold; provided that extent to which the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in Deductible has been met or breach of the Fundamental Representations orexceeded, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; and (iiiii) the aggregate amount of Losses for which Damages recoverable pursuant to this Article 8 by the Parent Surviving Corporation Indemnified Parties shall be entitled limited to indemnity pursuant to Section 9.2(a)(iten percent (10%) shall not exceed $1,000,000 (the "Cap"); provided that the Cap shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the 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 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 Stockholder Indemnified Party shall have no right to indemnification pursuant to Section 9.2(b)(i) unless and until . Notwithstanding the aggregate amount of all Losses suffered by foregoing, the Stockholder Indemnified Parties hereunder exceeds the Threshold, whereupon the Stockholder Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (v) the aggregate amount of Losses for which the Stockholder Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(b)(i) shall not exceed the Cap; provided that the Cap limitations set forth above shall not apply to any claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on (w) fraud or intentional fraudulent misrepresentation; and , (vix) Taxes, (y) the maximum liability of Parent SDI Plans, or (z) the Xxxx, Inc. Thrift 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 ConsiderationProfit Sharing Plan and Trust. (b) For Notwithstanding any other provisions of this Agreement, the avoidance amount of doubt, there any Damages for which SDI shall be no maximum liability liable to indemnify the Surviving Corporation with respect to claims based on fraud or intentional misrepresentation. (c) Notwithstanding anything in this Agreement to the contrary, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the "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 this Agreement to the extent that any such Indemnified Party or 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 "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth in such representations and warranties or any certificate related thereto shall be disregarded for purposes of determining the amount of Losses resulting therefrom, but not for purposes of determining whether there has been a misrepresentation or breach of warranty in such representations and warranties or any certificate related thereto. (e) No right of indemnification under this ARTICLE IX Taxes shall be limited by reason to any liability 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 and agreements Surviving Corporation for Taxes of the Company and for tax periods or portions of tax periods ending on or before the Rollover Stockholders contained hereinClosing Date. (f) In no event shall any Indemnitor be liable to any Indemnified Party for any Losses or other amounts under this ARTICLE IX that are special or punitive damages, except to the extent that such Losses have been awarded to a third party.

Limitation on Indemnity. (a) Notwithstanding anything in this Agreement the foregoing, an Indemnitor shall not be obligated to the contrary: (i) a Parent indemnify an Indemnified Party shall have no right to indemnification pursuant to Section 9.2(a)(iunder SECTIONS 9.2(a) or (b) unless and until the aggregate of all Damages suffered by such Indemnified Parties hereunder exceeds $350,000 (the "THRESHOLD AMOUNT"), whereupon, provided the other requirements of this ARTICLE IX have been complied with, the full amount of such Damages, and all Losses subsequent Damages, shall become due and payable. Notwithstanding the foregoing, (a) no Threshold Amount shall apply to the Company's representations and warranties set forth in SECTIONS 4.3, 4.4, 4.12 and 4.26 hereof, (b) no Threshold Amount shall apply to Parent's representations and warranties set forth in SECTION 5.9 hereof and (c) 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. In addition, 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 case there shall be no Threshold Amount. (b) 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 Effective Time, as reflected on SCHEDULE I hereto. Parent shall have the right to offset any Damages suffered by the Parent Indemnified Parties hereunder exceeds $50,000 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 breaches by the Shareholders or the Company of the representations and warranties set forth in 4.3 (the "ThresholdAuthorization"), whereupon the Parent Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; 4.4 (ii) the aggregate amount of Losses for which the Parent Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(a)(i) shall not exceed $1,000,000 (the "CapCapitalization"); provided that the Cap shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; 4.12 (iii"Taxes") the maximum liability of the Stockholders to the Parent Indemnified Parties in connection with 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; and 4.26 (iv) a Stockholder Indemnified Party shall have no right to indemnification pursuant to Section 9.2(b)(i) unless and until the aggregate amount of all Losses suffered by the Stockholder Indemnified Parties hereunder exceeds the Threshold, whereupon the Stockholder Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (v) the aggregate amount of Losses for which the Stockholder Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(b)(i) shall not exceed the Cap; provided that the Cap shall not apply to any claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the 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"No Brokers"). (c) Notwithstanding anything Except as provided in this Agreement SECTION 9.5(a), the Threshold Amount and Cap shall apply to the contrary, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the "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 all Damages regardless of whether asserted as a breach under the provisions of this Agreement to the extent that any such Indemnified Party or its successors and assigns had already recovered Losses with respect to the same matter pursuant to under any other provision theory or cause of this Agreementaction. (d) The parties hereto hereby acknowledge and agree that for purposes of this ARTICLE IX Shareholders, at their election, shall be entitled to pay any indemnification obligations hereunder in respect of the Company's representations and warranties, any and all "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth in such representations and warranties cash or Parent Shares or any certificate related thereto combination thereof, and if in Parent Shares, such Parent Shares shall be disregarded for purposes of determining valued at the Average Stock Price on the date that is two Business Days prior to the date the amount of Losses resulting therefromdue is finally determined; PROVIDED, but not for purposes of determining whether there has been a misrepresentation or breach of warranty HOWEVER, that in such representations and warranties 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 and agreements of the Company and the Rollover Stockholders contained herein. (f) In no event shall any Indemnitor the Parent Shares be liable to any Indemnified Party for any Losses valued at more than $50.45 (representing a stock price 50 increase of 20% of the Initial Stock Price) or other amounts under this ARTICLE IX that are special or punitive damages, except to less than $29.43 (representing a stock price decrease of 30% of the extent that such Losses have been awarded to a third partyInitial Stock Price).

Limitation on Indemnity. (a) Notwithstanding anything in this Agreement the foregoing, an Indemnitor shall not be obligated to the contrary: (i) a Parent indemnify an Indemnified Party shall have no right to indemnification pursuant to Section 9.2(a)(iunder SECTIONS 9.2(a) or (b) unless and until the aggregate amount of all Losses Damages suffered by the Parent such Indemnified Parties hereunder exceeds $50,000 200,000 (the "ThresholdTHRESHOLD AMOUNT"), whereupon whereupon, provided the Parent Indemnified Parties shall be indemnified for only those Losses other requirements of this ARTICLE IX have been complied with, the full amount of Damages in excess of such Threshold Amount, and all subsequent Damages, shall become due and payable. Notwithstanding the Threshold; provided that the foregoing, no Threshold Amount shall not apply to claims for indemnification in respect (i) the obligations of any inaccuracy in or party hereto to the extent a breach of the Fundamental Representations orresults from fraud, for the avoidance of doubt, any claims based on fraud intentional misrepresentation or intentional misrepresentation; concealment or (ii) the aggregate amount of Losses for which the Parent Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(a)(i) shall not exceed $1,000,000 (the "Cap"); provided that the Cap shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (iii) the maximum liability several obligations of the Stockholders to the Parent Indemnified Parties provided in connection with or arising from any breach or inaccuracy Section 5 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 each Stockholder Indemnified Party shall have no right to indemnification pursuant to Section 9.2(b)(i) unless and until the aggregate amount of all Losses suffered by the Stockholder Indemnified Parties hereunder exceeds the Threshold, whereupon the Stockholder Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (v) the aggregate amount of Losses for which the Stockholder Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(b)(i) shall not exceed the Cap; provided that the Cap shall not apply to any claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the 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 ConsiderationSupport Agreement. (b) For Notwithstanding anything to the avoidance contrary contained in this Agreement or in any other agreement or document delivered pursuant hereto, the indemnification obligations of doubt, there the Stockholders pursuant to this ARTICLE IX or otherwise shall be no maximum liability limited to the amount and assets deposited and present in the Escrow Account and, in the case of indemnification claims pursuant to clauses (iii) and (iv) of SECTION 9.2(a) relating to breaches by an individual Stockholder of the representations, warranties and covenants in his, her or its Stockholder Support Agreement or Release, shall be limited to the number of Escrowed Shares held in the Escrow Account on behalf of such breaching Stockholder; PROVIDED, HOWEVER, that with respect to claims based on fraud breaches by an individual Stockholder of the representations, warranties and covenants in his, her or intentional misrepresentation. (c) Notwithstanding anything in this Agreement to the contraryits Release, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the "Indemnified Party") shall have any right or entitlement be entitled to indemnification from all Escrowed Shares. Parent shall not be entitled to pursue any party obligated to provide indemnification (the "Indemnitor") claims for any Losses relating to any matter arising under the provisions of this Agreement to the extent that any such Indemnified Party or 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 "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth in such representations and warranties or any certificate related thereto shall be disregarded for purposes of determining the amount of Losses resulting therefrom, but not for purposes of determining whether there has been a misrepresentation or breach of warranty in such representations and warranties or any certificate related thereto. (e) No right of indemnification under this ARTICLE IX or otherwise against the Stockholders directly or personally, and the sole and exclusive recourse of Parent shall be limited by reason to make claims against the Escrow Account in accordance with the terms 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 and agreements of the Company this Agreement 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 ARTICLE IX that are special or punitive damagesEscrow Agreement, except claims for Damages with respect to (i) breaches resulting from fraud, intentional misrepresentation or intentional concealment, which claims, to the extent they exceed the amount of the Escrow Account (or in the case of a breaching Stockholder, such breaching Stockholder's portion of the Escrow Account), may be pursued by Parent only against the party or parties that are determined to have committed such Losses have been awarded breaches and (ii) breaches by an individual Stockholder of the obligations set forth in Section 5 of his, her or its Stockholder Support Agreement, which claims, to a third partythe extent they exceed the amount of the breaching Stockholder's portion of the Escrow Account, may be pursued by Parent only against such breaching Stockholder. The total indemnity obligations of Parent shall not exceed $7,000,000.

Limitation on Indemnity. (a) Notwithstanding anything in any other provision of this Agreement to the contrary: (i) a Parent Section 11, except as set forth below, an Indemnified Party shall have no right not be entitled to indemnification pursuant to Section 9.2(a)(i11.1.1(a), 11.1.1(f) or 11.2.1 (a) (other than in connection with a breach or breaches of the representation and warranty set forth in Section 5.5 hereof) (as the case may be), unless and until the aggregate amount of all Losses suffered by the Parent Damages to such Indemnified Parties hereunder Party exceeds Two Hundred Thousand Dollars ($50,000 200,000) (the "ThresholdDeductible Amount"), whereupon the Parent ) and then such Indemnified Parties Party shall be indemnified entitled to indemnification for only those Losses all of its Damages in excess of the ThresholdDeductible Amount; provided however, that the Threshold shall not apply to claims for indemnification Damages in respect of any inaccuracy in a breach or breach breaches of the Fundamental Representations orrepresentations and/or warranties set forth in the Cash Certificate shall not be limited by or otherwise subject to the Deductible Amount. In addition, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (ii) the aggregate amount of Losses for which the Parent no Indemnified Parties SCT Party shall be entitled to indemnity indemnification pursuant to Section 9.2(a)(i11.1.1(a), arising out of a claimed breach (or breaches) of Section 4.12(b) hereof (insofar as such claim relates to the collectibility of any particular Account Receivable) unless SCT has first used its commercially reasonable efforts to collect in full such Account Receivable. (b) Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount of any Stockholder's indemnification obligation pursuant to this Agreement shall not be limited to and in no event exceed $1,000,000 such Stockholder's Pro-Rata Share of the Escrow Amount. The maximum aggregate amount of SCT's, Acquisition Sub's and the Surviving Company's indemnification obligation pursuant to this Agreement shall be limited to and in no event exceed an amount equal to the Escrow Amount (the "Cap"); provided that the Cap shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the 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 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 Stockholder Indemnified Party shall have no right to indemnification pursuant to Section 9.2(b)(i) unless and until the aggregate amount of all Losses suffered by the Stockholder Indemnified Parties hereunder exceeds the Threshold, whereupon the Stockholder Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (v) the aggregate amount of Losses for which the Stockholder Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(b)(i) shall not exceed the Cap; provided that the Cap shall not apply to any claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the 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 in this Agreement to the contraryIn addition, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the "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 this Agreement to the extent that any such Indemnified Party or 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 "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth in such representations and warranties or any certificate related thereto shall be disregarded for purposes of determining the amount of Losses resulting therefrom, but not for purposes of determining whether there has been a misrepresentation or breach of warranty in such representations and warranties 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 notwithstanding anything to the contrary hereincontained in this Agreement, Parent the indemnification provided by this Section 11.10 shall have be the rightsole and exclusive remedy available to the Company, irrespective of any knowledge or investigation of Parentthe Stockholders, its AffiliatesSCT, agents or representatives, to rely fully on the representations, warranties, covenants and agreements of the Company Acquisition Sub and the Rollover Stockholders contained herein. (f) In no event shall any Indemnitor be liable to any Indemnified Party Surviving Company for any Losses claim related to this Agreement or other amounts under this ARTICLE IX that are special or punitive damages, except to the extent that such Losses have been awarded to a third partytransactions contemplated hereby.

Limitation on Indemnity. Purchaser and Seller agree, for themselves and on behalf of the Purchaser Indemnitees and Seller Indemnitees, respectively: (a) Notwithstanding anything The amount of any and all Losses indemnifiable pursuant to Section 11.2 or Section 11.3 shall be determined net of 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. In any case where an Indemnified Party 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 Agreement to the contrary: (i) a Parent Section 11.4(a), such Indemnified Party shall have no right promptly pay over to the applicable Indemnifying Party the amount so 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. (b) Purchaser Indemnitees shall not be entitled to indemnification pursuant to Section 9.2(a)(i11.2 or otherwise under this Agreement for any Loss to the extent (i) unless and until the aggregate amount attributable to any breach by Purchaser of all Losses suffered by the Parent Indemnified Parties hereunder exceeds $50,000 (the "Threshold")this Agreement, whereupon the Parent Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (ii) attributable to any Pre-Closing Taxes resulting from any action taken by Purchaser or any of its Affiliates (including the aggregate amount Transferred Entities) after the Closing but on the Closing Date outside of Losses the Ordinary Course of Business not otherwise contemplated by this Agreement or (iii) 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 relating to Taxes, or (iv) relating to Taxes for which any Post-Closing Tax Period (except as specifically included in the Parent definition of Pre-Closing Taxes). No Indemnified Parties Party shall be entitled to indemnity pursuant to Section 9.2(a)(i) shall not exceed $1,000,000 (the "Cap"); provided that the Cap shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the 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 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 Stockholder Indemnified Party shall have no right to indemnification pursuant to Section 9.2(b)(i11.2 or Section 11.3 for any Loss to the extent that such Loss (or any matter giving rise to such Loss) unless and until was taken into account in the aggregate Final Purchase Price as finally determined pursuant to Sections 2.6 through 2.8 or the relevant amount of all Losses suffered was paid by the Stockholder Indemnified Parties hereunder exceeds the Threshold, whereupon the Stockholder Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (v) the aggregate amount of Losses for which the Stockholder Indemnified Parties shall be entitled to indemnity Indemnifying Party pursuant to Section 9.2(b)(i) 8.3. In no event shall not exceed the Cap; provided that the Cap shall not apply to any claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; and (vix) the maximum liability indemnification obligations of Parent Seller under Section 11.2(g) exceed five million dollars ($5,000,000) 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 cumulative indemnification obligation of doubt, there shall be no maximum liability with respect to claims based on fraud Seller or intentional misrepresentationPurchaser under this Article XI exceed the Final Purchase Price. (c) Notwithstanding anything Neither Purchaser Indemnitees nor the Seller Indemnitees shall be entitled to recover for the same Loss more than once under this Article XI or otherwise under this Agreement or any Ancillary Agreement even if a claim for indemnification or otherwise in respect of such Loss has been made as a result of a breach of more than one covenant, agreement or representation or warranty contained in this Agreement to the contrary, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the "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 this Agreement to the extent that any such Indemnified Party or its successors and assigns had already recovered Losses with respect to the same matter pursuant to any other provision of this Ancillary 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 "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth in such representations and warranties or any certificate related thereto shall be disregarded for purposes of determining the amount of Losses resulting therefrom, but not for purposes of determining whether there has been a misrepresentation or breach of warranty in such representations and warranties 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 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 ARTICLE IX that are special or punitive damages, except to the extent that such Losses have been awarded to a third party.

Limitation on Indemnity. (a) Notwithstanding anything expressed or implied in this Agreement Article VIII to the contrary: (i) a Parent Indemnified , no Covered Party shall have no right be entitled to make a claim for indemnification pursuant to Section 9.2(a)(i) this Article VIII unless and until the aggregate amount of all Losses Damages suffered by the Parent Indemnified Parties such Covered Party hereunder exceeds $50,000 1,500,000 (the "Threshold"“Basket Amount”), whereupon all Damages (including the Parent Indemnified Parties Basket Amount) shall be indemnified for only those Losses in excess of become due and payable. Notwithstanding the Threshold; provided that the Threshold foregoing, no Basket Amount shall not apply to claims (i) a claim for indemnification in respect of any inaccuracy in or a breach of the a Fundamental Representations orRep, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (ii) the aggregate amount of Losses for which the Parent Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(a)(i) shall not exceed $1,000,000 (the "Cap"); provided that the Cap shall not apply to claims a Covered Party’s claim for indemnification in respect of any inaccuracy in hereunder to the extent a breach results from fraud, intentional misrepresentation or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud active concealment or intentional misrepresentation; (iii) the maximum liability of the Stockholders a claim for indemnification under Sections 8.2(a)(ii) through 8.2(a)(vii) or Section 8.2(b)(ii). Notwithstanding anything herein to the Parent Indemnified Parties in connection with or arising from any breach or inaccuracy of the Fundamental Representations or pursuant to Section 9.2(a)(ii)-(v) shall notcontrary, in any event, exceed an amount equal to determining the Final Merger Consideration; (iv) a Stockholder Indemnified Party shall have no right to indemnification pursuant to Section 9.2(b)(i) unless and until the aggregate amount of all Losses suffered by the Stockholder Indemnified Parties hereunder exceeds the Thresholdany Damages with respect to such breach, whereupon the Stockholder Indemnified Parties such representations, warranties and covenants, agreements and obligations shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (v) the aggregate amount of Losses for which the Stockholder Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(b)(i) shall not exceed the Cap; provided that the Cap shall not apply read without regard to any claims for indemnification in respect of materiality qualifier (including any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; and (vireference to Material Adverse Effect) 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 Considerationcontained therein. (b) For Any indemnification payments required to be made by the avoidance of doubt, there Equityholders shall be no maximum liability 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 limitations set forth in this Section 8.4, 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 based on fraud for (i) fraud, intentional misrepresentation or intentional misrepresentationactive 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) Notwithstanding anything in this Agreement to the contrary, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the "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 this Agreement to the extent that any such Indemnified Party or its successors and assigns had already recovered Losses with respect to the same matter pursuant to any other provision of this AgreementIN 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) The parties hereto hereby acknowledge and agree that for purposes of this ARTICLE IX in respect of To the Company's representations and warrantiesextent permitted by Regulations, any and all "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth in such representations and warranties or any certificate related thereto payment made by a Person indemnifying a Covered Party pursuant to this Article VIII shall be disregarded for purposes of determining treated on the amount of Losses resulting therefrom, but not for purposes of determining whether there has been a misrepresentation or breach of warranty in such representations and warranties 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 Parties’ Tax Returns as an adjustment 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 and agreements of the Company and the Rollover Stockholders contained hereinSale Consideration for all Tax purposes. (f) In no event shall any Indemnitor be liable to any Indemnified Party for any Losses or other amounts under this ARTICLE IX that are special or punitive damages, except to the extent that such Losses have been awarded to a third party.

Limitation on Indemnity. (a) Notwithstanding anything in this Agreement to the contrary: (i) a Parent Indemnified Party There shall have be no right to indemnification amount payable by the Company Stockholders from the Escrow Account pursuant to the indemnification obligations under Section 9.2(a)(i) 10.2(a)(i), unless and until the aggregate cumulative amount of all Losses suffered Damages determined to have been incurred by the Parent Indemnified Parties hereunder as a result of all such breaches exceeds $50,000 1,500,000 (the "Threshold"“Deductible”); (and then only for those Damages in excess of such amount), whereupon provided that individual claims involving Damages of $15,000 or less shall not be subject to indemnity hereunder or included in the Deductible or in the calculation of Damages for any reason. (ii) Notwithstanding anything else to the contrary contained in this Agreement, the maximum aggregate amount of Damages for which indemnity may be recovered from the Company Stockholders arising out of or resulting from the causes enumerated in Section 10.2(a)(i) shall be an amount equal to the Escrow Amount (i.e., $10,000,000) (the “Cap”), and the Parent Indemnified Parties shall be indemnified for only those Losses in excess have no recourse against any assets of the Threshold; provided that Company Stockholders or any of their respective Affiliates for Damages for which indemnity may be recovered pursuant to Section 10.2(a)(i) other than the Threshold shall funds held in the Escrow Account in an amount not apply to claims for indemnification in respect exceed the Cap (i.e., $10,000,000). (iii) The amount of any inaccuracy Damages claimed by any Parent Indemnified Party hereunder shall be net of any allowances and reserves provided in the Financial Statements or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation;notes thereto that are identified with respect thereto. (iiiv) the aggregate The amount of Losses any Damages claimed by any Parent Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Parent Indemnified Party shall reimburse the Escrow Account for such reduction in Damages for which such Parent Indemnified Party was indemnified prior to the realization of such reductions of Damages). Parent shall use its reasonable best efforts to (i) cause the Parent Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(a)(i) shall not exceed $1,000,000 (seek the "Cap"); provided that the Cap shall not apply to claims for indemnification in respect benefits of any inaccuracy in insurance, indemnity, contribution or breach other payments or recoveries of a like nature applicable to such Damages and (ii) otherwise mitigate the 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 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 Stockholder Indemnified Party shall have no right to indemnification pursuant to Section 9.2(b)(i) unless and until the aggregate amount of all Losses suffered by the Stockholder Indemnified Parties hereunder exceeds the Threshold, whereupon the Stockholder Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation;Damages. (v) In the aggregate amount event that an Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or before the Closing, of Losses for which the Stockholder Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(b)(i) shall not exceed the Cap; provided that the Cap shall not apply to any claims for indemnification in respect of any inaccuracy in or a breach of the Fundamental Representations or, for the 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 in this Agreement to the contrary, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the "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 this Agreement to the extent that any such Indemnified Party or 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 "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth in such representations and warranties or any certificate related thereto shall be disregarded for purposes of determining the amount of Losses resulting therefrom, but not for purposes of determining whether there has been a misrepresentation or breach of warranty in such representations and warranties 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 of the Indemnifying Party upon which a claim for indemnification by another party at any timethe Indemnified Party is based, or then the decision of any party to complete the Closing. Notwithstanding anything to the contrary herein, Parent Indemnifying Party shall have the right, irrespective no liability for any Damages resulting from or arising out of any knowledge or investigation of Parent, its Affiliates, agents or representatives, to rely fully on the representations, warranties, covenants and agreements of the Company and the Rollover Stockholders contained hereinsuch claim. (fvi) An Indemnified Party shall not be entitled to multiple recovery for the same Damages. (vii) In no event shall any Indemnitor be liable to any Indemnified Party for any Losses or other amounts determining the amount of indemnification due under this ARTICLE IX 10, (i) all payments shall be net of any actual Tax benefit that are special or punitive damagesmay be available to the Indemnified Party and (ii) all payments for claims relating to Taxes with respect to periods prior to the Closing Date shall be net of any actual Tax benefits that may be available in periods following the Closing Date attributable to the carryover of any net operating loss from a pre-Closing Date period to a post-Closing Date period. (viii) If an Indemnified Party recovers Damages from an Indemnifying Party under this ARTICLE 10, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party with respect to such recovered Damages subject to the subrogation rights of any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that such Losses have been awarded the grant of subrogation rights to a third partythe Indemnifying Party is prohibited by the terms of the applicable insurance policy.

Limitation on Indemnity. Purchaser and Seller agree, for themselves and on behalf of the Purchaser Indemnitees and Seller Indemnitees, respectively: (a) Notwithstanding anything in this Agreement The amount of any and all Losses indemnifiable pursuant to the contrary: 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 Parent 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 have no right 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 9.2(a)(i11.2 or otherwise under this Agreement for any Loss to the extent (i) unless and until that such matter is disclosed on the aggregate amount of all Losses suffered by Seller Disclosure Schedule or recorded as a reserve or otherwise reflected in the Parent Indemnified Parties hereunder exceeds $50,000 (the "Threshold")Business Financial Statements, whereupon the Parent Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (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 aggregate amount Transferred Entities) on the Closing Date and after the Closing outside of Losses for which the Parent 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 Indemnified Parties Party shall be entitled to indemnity pursuant to Section 9.2(a)(i) shall not exceed $1,000,000 (the "Cap"); provided that the Cap shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the 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 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 Stockholder Indemnified Party shall have no right to indemnification pursuant to Section 9.2(b)(i) unless and until 11.2 or Section 11.3 for any Loss to the aggregate amount of all Losses suffered by extent that such Loss was taken into account in the Stockholder Indemnified Parties hereunder exceeds the Threshold, whereupon the Stockholder Indemnified Parties shall be indemnified for only those Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (v) the aggregate amount of Losses for which the Stockholder Indemnified Parties shall be entitled to indemnity Final Purchase Price as finally determined pursuant to Section 9.2(b)(i) shall not exceed the Cap; provided that the Cap shall not apply to any claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the 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 misrepresentation2.6. (c) Notwithstanding anything contained in this Agreement to the contrary, no Parent Indemnifying Party shall be obligated to indemnify any Indemnified Party or Stockholder Indemnified Party seeking unless and until the aggregate amount of Losses from a single claim of indemnification hereunder (exceeds $100,000. In no event shall the "Indemnified Party") shall have any right or entitlement to cumulative indemnification from any party obligated to provide indemnification (obligation of Seller under this Article XI exceed the "Indemnitor") for any Losses relating to any matter arising under the provisions of this Agreement to the extent that any such Indemnified Party or its successors and assigns had already recovered Losses with respect to the same matter pursuant to any other provision of this AgreementFinal Purchase Price. (d) The parties hereto hereby acknowledge and agree that Neither Purchaser Indemnitees nor the Seller Indemnitees shall be entitled to recover for purposes of the same Loss more than once under this ARTICLE IX Article XI or otherwise under this Agreement or any Ancillary Agreement even if a claim for indemnification or otherwise in respect of the Company's representations and warrantiessuch Loss has been made as a result of a breach of more than one covenant, any and all "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth agreement or representation or warranty contained in such representations and warranties this Agreement or any certificate related thereto shall be disregarded for purposes of determining the amount of Losses resulting therefrom, but not for purposes of determining whether there has been a misrepresentation or breach of warranty in such representations and warranties or any certificate related theretoAncillary Agreement. (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 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 ARTICLE IX that are special or punitive damages, except to the extent that such Losses have been awarded to a third party.

Limitation on Indemnity. (a) Notwithstanding anything The indemnification provided in this Agreement Section 2.1 shall not cover any Losses to the contraryextent resulting from: (i) a Parent Indemnified Party shall have no right to indemnification pursuant to Section 9.2(a)(i) unless and until breach after the aggregate amount Closing Date by FSA or any of all Losses suffered by its Affiliates of a representation, warranty, certification, covenant or other obligation under the Parent Indemnified Parties hereunder exceeds $50,000 (GIC Business Transaction Agreements, the "Threshold"), whereupon the Parent Indemnified Parties shall be indemnified for only those Losses in excess Purchase Agreement or any of the Threshold; provided that the Threshold shall not apply to claims for indemnification agreements entered into in respect of any inaccuracy in or breach of the Fundamental Representations or, for the avoidance of doubt, any claims based on fraud or intentional misrepresentationconnection therewith; (ii) after the aggregate amount Closing Date (A) a failure by FSA, its Affiliates or any of Losses for their respective directors, officers or employees to comply with a reasonable standard of care with respect to their exercise of rights as Secured Party Representative under the Pledge and Administration Agreement or (B) any instruction or direction of FSA or its Affiliates with respect to their exercise of rights as Secured Party Representative under the Pledge and Administration Agreement, or any other action (including a failure to take action permitted to be taken by the Secured Party Representative under the GIC Business Transaction Agreements), which (x) fails to comply (or which directs a third party to take any action that fails to comply) with the Parent Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(a)(i) shall not exceed $1,000,000 (the "Cap"); provided that the Cap shall not apply to claims for indemnification in respect of any inaccuracy in or breach provisions of the Fundamental Representations orGIC Business Transaction Agreements or (y) violates or conflicts with any applicable law, for the avoidance of doubt, any claims based on fraud rule or intentional misrepresentationregulation; (iii) after the maximum liability Closing Date any bad faith, fraud, negligence or willful misconduct of the Stockholders to the Parent Indemnified Parties in connection with FSA, its Affiliates or arising from any breach of their respective directors, officers 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;employees; or (iv) a Stockholder Indemnified Party shall have no right any failure of FSA or its Affiliates after the Closing Date to indemnification pursuant take, and to Section 9.2(b)(i) unless and until the aggregate amount of all Losses suffered by the Stockholder cause any Indemnified Parties hereunder exceeds to take, all actions reasonably necessary under the Threshold, whereupon the Stockholder Indemnified Parties shall be indemnified for only those applicable circumstances to mitigate any Losses in excess of the Threshold; provided that the Threshold shall not apply to claims for indemnification in respect of which FSA or any inaccuracy in other Indemnified Party may seek indemnification hereunder during such period as FSA or breach such other Indemnified Party is aware or should reasonably have been aware of the Fundamental Representations or, for claim or circumstances or events giving rise to the avoidance of doubt, any claims based on fraud or intentional misrepresentation; (v) the aggregate amount of Losses for which the Stockholder Indemnified Parties shall be entitled to indemnity pursuant to Section 9.2(b)(i) shall not exceed the Cap; provided Loss. Any determination that the Cap shall indemnification provided in Section 2.1 is not apply to any claims for indemnification in respect of any inaccuracy in or breach of the Fundamental Representations or, for the 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 available with respect to claims based on fraud or intentional misrepresentation. (c) Notwithstanding anything in this Agreement to the contrary, no Parent Indemnified Party or Stockholder Indemnified Party seeking indemnification hereunder (the "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 as a result of the provisions application of this Agreement to the extent that any such Indemnified Party or its successors and assigns had already recovered Losses Section 2.2 shall not be deemed a determination with respect to the same matter pursuant to any other provision of this Agreement. (d) The parties hereto hereby acknowledge Losses and agree that for purposes of this ARTICLE IX in respect shall not otherwise affect the availability of the Company's representations and warranties, any and all "Material Adverse Effect," "materiality," "material" and similar exceptions and qualifiers and any similar thresholds set forth in such representations and warranties or any certificate related thereto shall be disregarded for purposes of determining the amount of Losses resulting therefrom, but not for purposes of determining whether there has been a misrepresentation or breach of warranty in such representations and warranties 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 and agreements of the Company and the Rollover Stockholders contained hereinSection 2.1 for other Losses. (f) In no event shall any Indemnitor be liable to any Indemnified Party for any Losses or other amounts under this ARTICLE IX that are special or punitive damages, except to the extent that such Losses have been awarded to a third party.