Common use of Limitation on Sellers’ Indemnification Obligations Clause in Contracts

Limitation on Sellers’ Indemnification Obligations. Seller’s obligations pursuant to the provisions of Section 10.2 are subject to the following limitations: (a) The Purchaser Indemnitees will not be entitled to recover under Section 10.2 on any individual claim unless and until the Damages associated with such claim exceed $25,000, at which point an indemnification claim can be made for the entire amount of such individual claim, subject to the other terms of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward the calculation of the Deductible. The limitations set forth in this Section 10.3(a) shall not apply to or otherwise affect the ability of the Purchaser Indemnitees to make claims or recover Damages with respect to Fundamental Representation Claims. (b) The Purchaser Indemnitees will not be entitled to recover under Section 10.2(a) until the total amount of Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds $500,000 (the “Deductible”). Once the total amount of Damages that the Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will be entitled to recover only the amount of such Damages in excess of the Deductible. The limitations set forth in this Section 10.3(b) shall not apply to or otherwise affect the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether the Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceed the Deductible. (c) The Purchaser Indemnitees will not be entitled to recover Damages pursuant to Section 10.2: (i) in the case of any claim pursuant to Section 10.2(a), other than a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $18,000,000, or (ii) in the case of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b) or 10.2(d), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $100,000,000. (d) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the present value of any refund of Taxes paid or reduction in the amount of Taxes due (except to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the facts that entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, Purchaser Indemnitees will not be entitled to recover under Section 10.2: (i) to the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves or liabilities with respect to such matters that are reflected in the Closing Balance Sheet and taken into account in the calculation of the Purchase Price and (ii) with respect to any matter arising under a provision of this Agreement to the extent that the Purchaser Indemnitees have already recovered Damages with respect to such matter pursuant to another provision of this Agreement. (i) Notwithstanding any provision of this Agreement to the contrary, the Purchaser Indemnitees must first exhaust the Escrow Funds before seeking any cash payment from Seller as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. Purchaser may, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any representation or warranty (but not for purposes of determining the existence of any breach (including any inaccuracy) of any representation, warranty, covenant or agreement), any materiality or material adverse effect qualifications in the representations or warranties shall be ignored. (k) Notwithstanding the above, the limitations set forth in this Section 10.3 shall not apply with respect to claims or Damages arising from the Company’s or Seller’s fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement or any other Transaction Document.

Limitation on Sellers’ Indemnification Obligations. (a) Seller’s 's indemnification obligations pursuant to the provisions of Section 10.2 are subject to 10.3 shall continue following the following limitations: (a) The Purchaser Indemnitees will not be entitled to recover under Section 10.2 on any individual claim unless and until Closing Date for the Damages associated with applicable statute of limitations period, PROVIDED THAT if such claim exceed $25,000, at which point an indemnification or Third Party Claim for Damages relates to either (i) a claim can be made for the entire amount breach of such individual claim, subject to the other terms of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward the calculation of the Deductible. The limitations set forth in this Seller's representations or warranties arising under Section 10.3(a) shall not apply to or otherwise affect hereof ("Representation and Warranty Claims"), (ii) the ability dollar value of the inventory described in Section 1.2(a) (an "Inventory Claim") or (iii) the dollar value of the rental fleet described in Section 1.2(f) (a "Rental Fleet Claim"), a Purchaser Indemnitees Indemnitee must assert such claim prior to make claims or recover Damages with respect to Fundamental the expiration of (x) the one (1) year anniversary of the Closing Date for Representation and Warranty Claims, (y) sixty (60) days following the Closing Date for Inventory Claims and (z) ninety (90) days following the Closing Date for Rental Fleet Claims. (b) The Purchaser Indemnitees will shall not be entitled to recover under Section 10.2(afor Representation and Warranty Claims (including Inventory Claims and Rental Fleet Claims) until the total amount of Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds $500,000 (the “Deductible”). Once the total amount of Damages that the Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will be entitled to recover only the amount of such Damages in excess of the Deductible. The limitations set forth in this Section 10.3(b) shall not apply to or otherwise affect the ability to make claims or recover Damages with respect to Fundamental Representation Claims, $1,000,000; provided, however, that Damages with respect to Fundamental Representations will not be included such limitation shall in determining whether the Damages that no event prevent such Purchaser Indemnitees would recover under from bringing or recovering for any claim for any amount that might also apply to any other provision of Section 10.2(a10.3, regardless of whether such claim might also be considered to be a Representation and Warranty Claim (or an Inventory Claim or Rental Fleet Claim), but for this Section 10.3(b), exceed the Deductible. (c) The Purchaser Indemnitees will not be entitled to recover Damages pursuant to Section 10.2: (i) in the case of any claim pursuant to Section 10.2(a), other than a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $18,000,000, or (ii) in the case of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b) or 10.2(d), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $100,000,000. (d) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the present value of any refund of Taxes paid or reduction in the amount of Taxes due (except to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the facts that entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, Purchaser Indemnitees will shall not be entitled to recover under Section 10.210.3: (i) with respect to the nonassignability or nontransferability of any of the contracts or agreements listed on SCHEDULE 1.2(I), SCHEDULE 1.2(J), and SCHEDULE 1.2(L), or the failure to obtain any consent required in connection with the assignment or transfer of any such contracts or agreements; provided, however, that the Seller shall use its best efforts following the Closing to assign or transfer all such contracts or agreements to Purchaser and to obtain any consent required in connection with such assignment or transfer; (ii) to the extent the matter in questionthat such Damages are actually paid for by insurance proceeds, taken together with all similar matters, does not exceed the amount net of any reserves and all direct or liabilities indirect costs incurred by Purchaser in connection with respect to such matters that are reflected in the Closing Balance Sheet and taken into account in the calculation of the Purchase Price and payment, including but not limited to, subsequent insurance premium increases; or (iiiii) with respect to any matter arising under a provision of this Agreement claim to the extent it relates to the value of or the collection of the Purchased Receivables, which shall be governed by Section 3.3(c); provided, however, that Purchaser may set-off the Purchaser Indemnitees have already recovered Damages amount of any Representation and Warranty Claim against any Contingent Payment Amount due to Seller. (d) With respect to claims arising under, in connection with, or with respect to such matter this Agreement, Purchaser Indemnitees shall only be entitled to seek indemnification from Seller pursuant to another provision provisions of this Agreement. (i) Notwithstanding any provision of this Agreement to the contraryArticle X, the Purchaser Indemnitees must first exhaust the Escrow Funds before seeking any cash payment from Seller as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. Purchaser may, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any representation or warranty (but not for purposes of determining the existence of any breach (including any inaccuracy) of any representation, warranty, covenant or agreement), any materiality or material adverse effect qualifications in the representations or warranties shall be ignored. (k) Notwithstanding the above, the limitations set forth in this Section 10.3 shall not apply except with respect to claims or Damages arising from the Company’s actions for equitable or Seller’s injunctive relief or specific performance or for fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement or any other Transaction Documentsimilar claims.

Limitation on Sellers’ Indemnification Obligations. Seller’s Sellers’ obligations pursuant to the provisions of Section 10.2 9.2 are subject to the following limitations: (a) The Other than for Damages resulting from claims brought on the basis of Fraud, the Purchaser Indemnitees will Indemnified Parties shall not be entitled to recover under Section 10.2 on any individual claim unless and until the Damages associated with such claim exceed $25,000, at which point an indemnification claim can be made for the entire amount of such individual claim, subject to the other terms of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward the calculation of the Deductible. The limitations set forth in this Section 10.3(a) shall not apply to or otherwise affect the ability of the Purchaser Indemnitees to make claims or recover Damages with respect to Fundamental Representation Claims. (b) The Purchaser Indemnitees will not be entitled to recover under Section 10.2(a9.2(a)(i) until the total amount of Damages that which the Purchaser Indemnitees Indemnified Parties would recover under Section 10.2(a), but for this Section 10.3(b), 9.2(a)(i) exceeds an aggregate amount equal to $500,000 800,000.00 (the “DeductibleThreshold”). Once the total amount of Damages that , in which case the Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will Indemnified Parties shall be entitled to recover only such Damages that exceed the Threshold. (b) Other than for Damages resulting from claims brought on the basis of Fraud, the aggregate amount of such Damages in excess of indemnification that the Deductible. The limitations set forth in this Purchaser Indemnified Parties may receive to satisfy claims under Section 10.3(b9.2(a)(i) shall not apply to or otherwise affect be $800,000.00 (the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether the Damages that Purchaser Indemnitees would recover under Section 10.2(a“Cap”), but for this Section 10.3(b), exceed the Deductible. (c) The Purchaser Indemnitees will not be entitled to recover Damages aggregate liability of the Sellers pursuant to Section 10.2: (i) 9.2 shall in no event exceed the case amount of any claim pursuant to Section 10.2(a)the cash proceeds actually received by the LLC Seller under this Agreement, other than a claim for indemnification provided that the aggregate liability under Section 10.2(a9.2(a)(i) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”shall be as set forth in Sections 9.3(a)-(b), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $18,000,000, or (ii) in the case of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b) or 10.2(d), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $100,000,000. (d) The amount of With respect to Damages for which a Purchaser Indemnified Party is entitled to indemnification under Section 9.2(a) such Damages shall be paid (i) first from any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the present value of any refund of Taxes paid or reduction then-remaining funds in the amount Indemnity Escrow Account, (ii) second, from the R&W Insurance Policy to the extent of Taxes due the coverage limits under the R&W Insurance Policy, and (iii) third, from the Sellers (in each case subject to the limitations in this Section 9). For the sake of clarity, to the extent any facts giving rise to any indemnifiable Damages constitute a breach of a representation or warranty, and except in the case of Fraud, to the extent that such Damages are covered under the R&W Insurance Policy and the limit of liability under the R&W Insurance Policy has not been exhausted, the Purchaser or Company has paid such amount shall first be required to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled use Reasonable Best Efforts to recover from Seller pursuant and exhaust the R&W Insurance Policy before seeking recovery directly from the Sellers under clause (iii) above. In addition, the Sellers shall not be required to indemnify any Purchaser Indemnified Party for any Damages under Section 10.2, computed at the highest marginal tax rates applicable 9.2(a) to the recipient extent that coverage for such Damages would otherwise have been available under the R&W Insurance Policy, but the amount of such refund of or reduction coverage was reduced by an “Offsetting Benefit” (as defined in Taxesthe R&W Insurance Policy). (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the facts that entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, with respect to Damages for which a Purchaser Indemnitees will not be Indemnified Party is entitled to recover indemnification under Section 10.2: 9.2(a)(ix) (regardless of whether such Damage is covered in the definition of “Pre-Closing Taxes”) such Damages shall be paid, to the extent excluded from the R&W Insurance Policy (i) to the extent the matter in question, taken together with all similar matters, does not exceed the amount of first from any reserves or liabilities with respect to such matters that are reflected then-remaining funds in the Closing Balance Sheet and taken into account in the calculation of the Purchase Price Special Indemnity Escrow Account, and (ii) with respect to any matter arising under a provision of this Agreement second, from the Sellers (in each case subject to the extent that the Purchaser Indemnitees have already recovered Damages with respect to such matter pursuant to another provision of this Agreement. (i) Notwithstanding any provision of this Agreement to the contrary, the Purchaser Indemnitees must first exhaust the Escrow Funds before seeking any cash payment from Seller as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. Purchaser may, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any representation or warranty (but not for purposes of determining the existence of any breach (including any inaccuracy) of any representation, warranty, covenant or agreement), any materiality or material adverse effect qualifications in the representations or warranties shall be ignored. (k) Notwithstanding the above, the limitations set forth in this Section 10.3 shall not apply with respect to claims or Damages arising from the Company’s or Seller’s fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement or any other Transaction Document9).

Limitation on Sellers’ Indemnification Obligations. Seller’s 's obligations pursuant to the provisions of Section 10.2 11.3 are subject to the following limitations: (a) The the Purchaser Indemnitees will shall not be entitled to recover under Section 10.2 on any individual claim unless 11.3(a) (and Section 11.3(e), to the extent related to claims under Section 11.3(a)) (until the Damages associated with such claim exceed total amount which Purchaser would recover under Section 11.3(a) (and Section 11.3(e), to the extent related to claims under Section 11.3(a)), but for this Section 11.4(a), exceeds $25,000, at which point an indemnification claim can be made 50,000 and then only for the entire amount of such individual claim, subject to the other terms of this Article X. Any individual claim that does not have Damages in excess of over $25,000 will not count toward the calculation of the Deductible. The limitations set forth in this Section 10.3(a) shall not apply to or otherwise affect the ability of the Purchaser Indemnitees to make claims or recover Damages with respect to Fundamental Representation Claims.50,000; (b) The the Purchaser Indemnitees will shall not be entitled to recover under Section 10.2(a11.3(a) until (and Section 11.3(e), to the total amount of Damages that Purchaser Indemnitees would recover extent related to claims under Section 10.2(a11.3(a)) unless a claim has been asserted by written notice, but for this Section 10.3(b), exceeds $500,000 (specifying the “Deductible”). Once the total amount of Damages that the Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will be entitled to recover only the amount of such Damages in excess details of the Deductible. The limitations set forth in this Section 10.3(b) shall not apply alleged misrepresentation or breach of warranty, delivered to Seller on or otherwise affect prior to the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether 15 month anniversary of the Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceed the Deductible.Closing Date; (c) The Purchaser Indemnitees will not be entitled to recover Damages pursuant to Section 10.2: (i) in the case of any claim pursuant to Section 10.2(a), other than a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $18,000,000, or (ii) in the case of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b) or 10.2(d), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $100,000,000. (d) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the present value of any refund of Taxes paid or reduction in the amount of Taxes due (except to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the facts that entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, Purchaser Indemnitees will shall not be entitled to recover under Section 10.2: 11.3(b), 11.3(c) or Section 11.3(e) (to the extent related to claims under Section 11.3(a)) hereof if indemnification is also available to the Purchaser Indemnitees under Section 11.3(a) hereof (it being understood that the Purchaser Indemnitees' exclusive remedy in such case shall be pursuant to Section 11.3(a) hereof); (d) the Purchaser Indemnitees shall not be entitled to recover under Section 11.3: (i) with respect to the Leased Premises; (ii) WITH RESPECT TO CONSEQUENTIAL DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES CONSISTING OF BUSINESS INTERRUPTION OR LOST PROFITS, OR WITH RESPECT TO PUNITIVE DAMAGES; (iii) subject to Seller's compliance with Section 9.8 hereof, with respect to the nonassignability or nontransferability of any of the Purchased Assets or Assumed Liabilities or the failure to obtain any consent, or to satisfy any conditions imposed incident to the giving of any consent, required in connection with, or as a consequence of, the transfer of any of the Purchased Assets to, or the assumption of the Assumed Liabilities by, Purchaser; (iv) to the extent the aggregate claims under Section 11.3(a) of the Purchaser Indemnitees exceed the Escrowed Amount; (v) to the extent the subject matter of the claim is covered by insurance (including title insurance) held by Purchaser; (vi) with respect to any claim by or liability to any employee employed in the conduct of the Business arising as the result of the termination of such employee's employment with Purchaser or any other action by Purchaser subsequent to the Closing; or (vii) without limiting the foregoing, to the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves or liabilities with respect to such matters that which are reflected in on the Closing Balance Sheet Sheet; (e) the amount of any recovery by the Purchaser Indemnitees pursuant to Section 11.3 shall be net of any foreign, federal, state and/or local income tax benefits actually recognized by the Purchaser Indemnitees as a direct result of the state of facts which entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 11.3; (f) any amounts recoverable under Section 11.3 shall first be applied against the Escrowed Amount, or remainder thereof, and taken into account disbursed from the Escrow Account pursuant to the Escrow Agreement; and (g) the maximum amount of all recoveries, in the calculation of aggregate, by the Purchase Price Purchaser Indemnitees pursuant to Section 11.3(b) (and (ii) with respect to any matter arising under a provision of this Agreement Section 11.3(e), to the extent that the Purchaser Indemnitees have already recovered Damages with respect related to such matter pursuant to another provision of this Agreement. (iclaims under Section 11.3(b)) Notwithstanding any provision of this Agreement shall be limited solely to the contrary, the Purchaser Indemnitees must first exhaust the Escrow Funds before seeking any cash payment from Seller as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. Purchaser may, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any representation or warranty (but not for purposes of determining the existence of any breach (including any inaccuracy) of any representation, warranty, covenant or agreement), any materiality or material adverse effect qualifications in the representations or warranties shall be ignoredPurchase Price. (k) Notwithstanding the above, the limitations set forth in this Section 10.3 shall not apply with respect to claims or Damages arising from the Company’s or Seller’s fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement or any other Transaction Document.

Limitation on Sellers’ Indemnification Obligations. Seller’s 's obligations pursuant to the provisions of Section 10.2 9.2 are subject to the following limitations: (a) The the Purchaser Indemnitees will shall not be entitled to recover under Section 10.2 on any individual claim unless and 9.2(a): (i) until the Damages associated with such claim exceed total amount which Purchaser would recover under Section 9.2(a), but for this Section 9.3(a), exceeds $25,00010,000.00, at which point an indemnification claim can be made and then only for the entire amount excess over $10,000.00; (ii) unless a claim for Damages has been asserted by written notice, specifying the details of such individual claimthe alleged misrepresentation or breach of warranty, subject delivered to Seller on or prior to the other terms date which is sixty (60) days after the Closing Date; or (iii) if at or before the time of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward the calculation Closing Purchaser had actual knowledge of the Deductible. The limitations set forth in this Section 10.3(a) shall not apply to misrepresentation or otherwise affect the ability breach of the Purchaser Indemnitees to make claims or recover Damages with respect to Fundamental Representation Claims.warranty; (b) The the Purchaser Indemnitees will shall not be entitled to recover under Section 10.2(a9.2(b) until the total amount of Damages that Purchaser Indemnitees would recover or (c) hereof if indemnification is also available under Section 10.2(a), but for this Section 10.3(b), exceeds $500,000 (the “Deductible”). Once the total amount of Damages that the Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will be entitled to recover only the amount of such Damages in excess of the Deductible. The limitations set forth in this Section 10.3(b9.2(a) shall not apply to or otherwise affect the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether the Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceed the Deductible.hereof; (c) The the Purchaser Indemnitees will shall not be entitled to recover Damages pursuant to under Section 10.2: 9.2: (i) in the case of any claim pursuant to Section 10.2(a)WITH RESPECT TO CONSEQUENTIAL DAMAGES, other than a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (eachINCLUDING CONSEQUENTIAL DAMAGES CONSISTING OF BUSINESS INTERRUPTION OR LOST PROFITS, a “Fundamental Representation Claim”), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $18,000,000, or OR WITH RESPECT TO PUNITIVE DAMAGES; (ii) in to the case extent aggregate Damages under Section 9.3(a) exceed $50,000.00; (iii) to the extent the Damages are covered by insurance (including title insurance) held by Purchaser; or (iv) with respect to the nonassignability or nontransferability of any Fundamental Representation Claim of the Purchased Assets or Assumed Liabilities or the failure to obtain any claim pursuant consent, or conditions imposed incident to Section 10.2(b) the giving of any consent, required in connection with, or 10.2(d)as a consequence of, for the transfer of any amount of Damagesthe Purchased Assets to, when aggregated with any amounts previously paid or to be paid pursuant to this Article Xthe assumption of the Assumed Liabilities by, in excess of $100,000,000.Purchaser; (d) The the amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will 9.2 shall be reduced by the present value net of any refund of Taxes paid or reduction in the amount of Taxes due (except income tax benefits inuring to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the state of facts that which entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller9.2. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, Purchaser Indemnitees will not be entitled to recover under Section 10.2: (i) to the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves or liabilities with respect to such matters that are reflected in the Closing Balance Sheet and taken into account in the calculation of the Purchase Price and (ii) with respect to any matter arising under a provision of this Agreement to the extent that the Purchaser Indemnitees have already recovered Damages with respect to such matter pursuant to another provision of this Agreement. (i) Notwithstanding any provision of this Agreement to the contrary, the Purchaser Indemnitees must first exhaust the Escrow Funds before seeking any cash payment from Seller as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. Purchaser may, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any representation or warranty (but not for purposes of determining the existence of any breach (including any inaccuracy) of any representation, warranty, covenant or agreement), any materiality or material adverse effect qualifications in the representations or warranties shall be ignored. (k) Notwithstanding the above, the limitations set forth in this Section 10.3 shall not apply with respect to claims or Damages arising from the Company’s or Seller’s fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement or any other Transaction Document.

Limitation on Sellers’ Indemnification Obligations. Seller’s Sellers' obligations pursuant to the provisions of Section 10.2 15 are subject to the following limitations: (a) the Purchaser Indemnitees shall not be entitled to recover under Sections 15(a), (c), (d), (e), (g), or (i) until the total amount which the Purchaser Indemnitees would recover under such Sections, but for this Section 16(a), exceeds $50,000 (the "Deductible"), and then the Purchaser Indemnitees shall be entitled to recover only for the excess over the Deductible. Notwithstanding the foregoing, for the sole purpose of determining whether the Deductible has been satisfied, all references in Section 9 to materiality or Material Adverse Effect shall be disregarded; (b) the Purchaser Indemnitees shall not be entitled to recover pursuant to Sections 15(a) with respect to a breach of or inaccuracy in any of Sections 9(h), (i), (y), (z), (aa) or (ee) unless a claim has been asserted by written notice, specifying the details of the alleged misrepresentation or breach of warranty or claim for indemnification under such section, delivered to the Stockholders' Committee on or prior to the expiration of 18 full calendar months following the Closing Date. The Purchaser Indemnitees will shall not be entitled to recover (x) pursuant to Section 15(a) with respect to the remaining paragraphs of Section 9 (other than with respect to a breach of any of Sections 9(a), (b), (c), (d), (e), (g), (j), (m) or (u)) or (y) pursuant to Section 15 (g), (h) or (i) unless a claim has been asserted by written notice, specifying the details of the alleged misrepresentation or breach of warranty or claim for indemnification under such section, delivered to the Stockholders' Committee on or prior to the second anniversary of the Closing Date. The Purchaser Indemnitees shall not be entitled to recover pursuant to Sections 15(a) with respect to a breach of Section 9(m) or pursuant to Section 15(c) unless a claim has been asserted by written notice, specifying the details of the alleged misrepresentation or breach of warranty or claim for indemnification under such section, delivered to the Stockholders' Committee on or prior to the expiration of the applicable statute of limitations with respect to Taxes. The Purchaser Indemnitees shall not be entitled to recover pursuant to Sections 15(a) with respect to a breach of Section 9(u) or pursuant to Section 15(d) or (e) unless a claim has been asserted by written notice, specifying the details of the alleged misrepresentation or breach of warranty or claim for indemnification under such sections, is delivered to the Stockholders' Committee on or prior to the expiration of the fourth anniversary of the Closing Date; (c) the Purchaser Indemnitees shall not be entitled to recover under Section 10.2 on 15: (i) with respect to: (A) consequential damages of any individual claim unless kind, damages consisting of business interruption or lost profits (regardless of the characterization thereof), damages for diminution in value of the Company and/or the Subsidiary, damages computed or a multiple of earnings or similar basis, and until the Damages associated with such claim exceed $25,000, at which point an indemnification claim can be made for the entire amount of such individual claim, subject punitive damages; (ii) to the other terms of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward extent: (A) the calculation of the Deductible. The limitations set forth in this aggregate claims under Section 10.3(a15(a), (c), (d), (e), (g), (h) shall not apply to or otherwise affect the ability and (i) of the Purchaser Indemnitees to make claims or recover Damages with respect to Fundamental Representation Claims. (b) The Purchaser Indemnitees will not be entitled to recover under Section 10.2(a) until the total amount of Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds and paid by Sellers exceed $500,000 (the “Deductible”). Once the total amount of Damages that the Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will be entitled to recover only the amount of such Damages in excess of the Deductible. The limitations set forth in this Section 10.3(b) shall not apply to or otherwise affect the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether the Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceed the Deductible. (c) The Purchaser Indemnitees will not be entitled to recover Damages pursuant to Section 10.2: (i) in the case of any claim pursuant to Section 10.2(a), other than a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $18,000,000, 1,500,000; or (iiB) in the case of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b) or 10.2(d), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $100,000,000. (d) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the present value of any refund of Taxes paid or reduction in the amount of Taxes due (except to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the facts that entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, Purchaser Indemnitees will not be entitled to recover under Section 10.2: (i) to the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves or liabilities accruals established with respect to such matters that thereto which are reflected in the Closing Balance Sheet and taken into account in the calculation of Working Capital; (d) no Seller shall be liable to Purchaser for indemnification with respect to any claim of Purchaser which is indemnifiable hereunder in an amount which exceeds such Seller's pro rata portion of the Purchase Price aggregate amount of such claim (such pro rata portion being computed on the basis of the ratio of the total number of Shares owned by such Seller immediately prior to the Closing to the total number of Shares then outstanding). Notwithstanding the preceding sentence, (x) in the event a representation and warranty of a Seller pursuant to Section 10 shall be incorrect, or in the event a Seller shall violate Section 14(c), only that Seller shall have an obligation of indemnification pursuant to Section 15, and (y) Xxxxx XX agrees that it will not dissolve except (i) in accordance with Section 14(f) and (ii) unless, in connection with respect such dissolution, its partners agree to be jointly and severally liable for any matter arising remaining obligations of Xxxxx XX under a provision this Agreement; (e) Sellers shall have no obligation of this Agreement indemnification under Section 15(h) to the extent that the Purchaser Indemnitees Damages which are the substance of such indemnification claim (x) are covered by insurance presently or heretofore maintained by the Company or the Subsidiary (excluding deductibles), and (y) the insurer under such insurance policy shall have already recovered Damages with respect to assumed the defense of such matter pursuant to another provision matter. Purchaser's remedy for a breach of this Agreement. (ian inaccuracy in the representations and warranty contained in Section 9(dd)(i) Notwithstanding any provision of this Agreement to the contrary, the Purchaser Indemnitees must first exhaust the Escrow Funds before seeking any cash payment from Seller as recourse for Damages for which the Purchaser Indemnitees are entitled to shall be indemnification pursuant to this Article X. Purchaser may, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any representation or warranty (but not for purposes of determining the existence of any breach (including any inaccuracy) of any representation, warranty, covenant or agreementSection 15(h), any materiality or material adverse effect qualifications in the representations or warranties shall be ignored. (k) Notwithstanding the above, the limitations set forth in this Section 10.3 shall not apply with respect to claims or Damages arising from the Company’s or Seller’s fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement or any other Transaction Document.

Limitation on Sellers’ Indemnification Obligations. Seller’s obligations pursuant to the provisions of Section 10.2 are subject to the following limitations: (a) The Purchaser Indemnitees will not be entitled to recover under Section 10.2 on any individual claim unless and until the Damages associated with such claim exceed $25,000, at which point an indemnification claim can be made for the entire amount of such individual claim, subject to the other terms of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward the calculation of the Deductible. The limitations set forth in this Section 10.3(a) shall not apply to or otherwise affect the ability of the Purchaser Indemnitees to make claims or recover Damages with respect to Fundamental Representation Claims. (b) The Purchaser Indemnitees will not be entitled to recover under Section 10.2(a) until the total amount of Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds $500,000 (the “Deductible”). Once the total amount of Damages that the Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will be entitled to recover only the amount of such Damages in excess of the Deductible. The limitations set forth in this Section 10.3(b) shall not apply to or otherwise affect the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether the Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceed the Deductible. (c) The Purchaser Indemnitees will not be entitled to recover Damages pursuant to Section 10.2: (i) in the case of any claim pursuant to Section 10.2(a), other than a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $18,000,000, or (ii) in the case of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b) or 10.2(d), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $100,000,000. (d) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the present value of any refund of Taxes paid or reduction in the amount of Taxes due (except to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the facts that entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, Purchaser Indemnitees will not be entitled to recover under Section 10.2: (i) to the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves or liabilities with respect to such matters that are reflected in the Closing Balance Sheet and taken into account in the calculation of the Purchase Price and (ii) with respect to any matter arising under a provision of this Agreement to the extent that the Purchaser Indemnitees have already recovered Damages with respect to such matter pursuant to another provision of this Agreement. (i) Notwithstanding any provision provisions of this Agreement to the contrary, the Purchaser Indemnitees must first exhaust shall not be entitled to be indemnified under Sections 2.1, 7.3(a), (b) and (c): (i) to the Escrow Funds before seeking extent the subject matter of the claim is covered by insurance (including title insurance) held by the Purchaser or any cash payment Target Entity and the Purchaser or such Target Entity makes recovery, in which case the Purchaser Indemnitees’ recovery shall be net of any amount actually received by the Purchaser Indemnitees under such insurance policies (net of costs of collection or increase in premiums in connection therewith); (ii) to the extent such breach has been Fairly Disclosed in the Disclosure Letter; (iii) to the extent the Purchaser had knowledge of such breach as of the date of this Agreement. b) The recovery by the Purchaser Indemnitees pursuant to Sections 2.1 and 7.3 shall be net of insurance recoveries (as described in clause (a)(i) above) and any foreign, federal, state or local income Tax benefits actually received by the Purchaser Indemnitees as a result of the state of facts which entitled the Purchaser Indemnitees to recover from Seller Sellers. c) The Sellers’ indemnification obligations for breaches of the undertakings set forth in Section 2.1.1 (b) for the period until the Closing Date shall be limited as recourse for Damages for follows: (i) The Purchaser Indemnitees shall not be entitled to recover until the total amount which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. Purchaser maywould recover equals €1,000,000, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which and then the Purchaser Indemnitees are shall be entitled to indemnification pursuant to this Article X. (j) For purposes recover the full amount of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any representation or warranty (but not for purposes of determining the existence of any breach (including any inaccuracy) of any representation, warranty, covenant or agreement), any materiality or material adverse effect qualifications in the representations or warranties shall be ignoredindemnification. (kii) Notwithstanding the above, the limitations set forth in this Section 10.3 The Purchaser Indemnitees shall not apply be entitled to recover to the extent the aggregate indemnification actually paid by or on behalf of the Sellers to the Purchaser Indemnitees would exceed €10,000,000. (iii) The Sellers will have no liability for indemnification unless on or before June 30, 2015 the Indemnified Parties notify the Indemnifying Parties of a claim for indemnification. d) The Parties expressly agree that the Sellers and their Affiliates shall never be liable with respect to claims exemplary or Damages arising from the Company’s or Seller’s fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement or any other Transaction Documentpunitive Damages.

Limitation on Sellers’ Indemnification Obligations. Seller’s obligations pursuant to the provisions of Section 10.2 8.3 are subject to the following limitations: (a) The Purchaser Indemnitees will shall not be entitled to recover under Section 10.2 8.3(a) unless a claim has been asserted by written notice delivered to Seller on any individual claim unless and until the Damages associated with such claim exceed $25,000or before September 15, at which point an indemnification claim can be made for the entire amount of such individual claim, subject to the other terms of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward the calculation of the Deductible. The limitations set forth in this Section 10.3(a) shall not apply to or otherwise affect the ability of the Purchaser Indemnitees to make claims or recover Damages 2011 (except with respect to Fundamental Representation Claimsthose representations and warranties which survive beyond September 15, 2011, for which written notice must be delivered prior to the expiration of the survival period of such representation or warranty), specifying the details of the alleged misrepresentation or breach of warranty with reasonable particularity, the sections of this Agreement alleged to have been breached, the amount of Damages claimed, and all the relevant facts and circumstances of which Purchaser has Purchaser’s Knowledge. (b) The Purchaser Indemnitees will shall not be entitled to recover under Section 10.2(aSections 8.3(a) or 8.3(c) until the total amount of Damages that which Purchaser Indemnitees would recover under Section 10.2(aSections 8.3(a) and 8.3(c), but for this Section 10.3(b8.4(b), exceeds $500,000 an amount which is equal to one percent (1%) of the amount set forth in Section 1.2(a) (the “Deductible”). Once the total amount of Damages that the , and then Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will shall be entitled to recover only for the amount of such Damages in excess of the Deductible. The limitations set forth in this Section 10.3(b) shall not apply to or otherwise affect the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether the Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceed the Deductible. (c) The aggregate liability of Seller for Damages with respect to any indemnification claim of Purchaser Indemnitees will not be entitled to recover Damages pursuant to Section 10.2: (i) in the case of any claim pursuant to Section 10.2(a), other than a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, 8.3 shall not exceed the Purchase Price set forth in excess of $18,000,000, or (ii) in the case of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b) or 10.2(d), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $100,000,0001.2. (d) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the present value of any refund of Taxes paid or reduction in the amount of Taxes due (except to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the facts that entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, Purchaser Indemnitees will shall not be entitled to recover under Section 10.2: 8.3: (i) with respect to consequential damages of any kind, indirect, special, exemplary and punitive damages, in each case unless arising from a Third Party Claim; (ii) to the extent the subject matter of the claim results in a cash recovery paid to the Company or a Subsidiary under insurance held by the Company or a Subsidiary (net of actual out-of-pocket expenses incurred in obtaining such amounts, any co-payment, retrospective premium adjustment and increased premiums resulting from such claim); and (iii) to the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves or liabilities with respect to such matters that which are reflected in the Closing Balance Sheet and taken into account in the calculation of the Purchase Price Price. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 8.3 shall be reduced by any foreign, federal, state and/or local Tax benefits inuring to, and actually realized by, Purchaser Indemnitees and increased by any foreign, federal, state and/or local Tax cost actually incurred by Purchaser Indemnitees as a result of the state of facts which entitled Purchaser Indemnitees to recover from Seller pursuant to Section 8.3. In the event that any foreign, federal, state and/or local Tax benefits are actually realized by the Purchaser Indemnitees with respect to any recovery pursuant to Section 8.3 for which such Purchaser Indemnitees have previously been indemnified hereunder, then a refund equal to the amount of such Tax benefits shall be made promptly to Seller. In the event that any foreign, federal, state and/or local Tax cost is actually incurred by Purchaser Indemnitees with respect to any recovery payment pursuant to Section 8.3 for which such Purchaser Indemnitees have previously been indemnified hereunder, then Seller shall promptly pay the amount of such Tax cost to Purchaser. (f) Except as otherwise provided herein, Purchaser Indemnitees’ shall not be entitled to recover under Sections 8.3(a) or 8.3(c) for any amount in excess of the Escrow Amount and Purchaser Indemnitees’ sole recourse with respect to any indemnification claim pursuant to Sections 8.3(a) or 8.3(c) shall be to make a claim against the Escrow Amount for the amount of such claim in accordance with the terms of the Escrow Agreement. Notwithstanding the foregoing, Purchaser Indemnitees shall be entitled to recover (i) the greater of (A) $5,000,000 (it being agreed that, unless and until the Escrow Amount is exhausted or released, indemnification payments pursuant to this Clause (A) shall be paid first from the Escrow Amount, next from the Guaranteed Amount (as defined below), with any remainder being paid by Seller) or (B) an amount equal to the Escrow Amount less amounts previously drawn from the Escrow Amount and for which claims are pending at the time such Purchaser Indemnitee’s claim is made, in each case for (x) claims for breach of representations and warranties set forth in Section 2.3(v) with respect to Damages, costs or liabilities (which, for the avoidance of doubt, include the costs associated with any injunctive relief or remedial activities by or obligations of the Purchaser Indemnitee) arising or resulting from or pursuant or relating to any Air Emission Requirement applicable to a Covered Product or to the manufacturing, distribution, sale or importation of a Covered Product, which are brought before September 15, 2011 or (y) Extended Coverage Claims and (ii) up to an amount equivalent to the Purchase Price for (A) claims for breach of the representations and warranties set forth in Section 2.3(l) relating to Taxes attributable to tax periods beginning on or after July 1, 2008 which are brought before expiration of the applicable statute of limitations and (B) any claims for the breach of the representations and warranties set forth in Sections 2.3(a), 2.3(b), 2.3(c), 2.3(e), 2.3(h), 2.3(i), 2.3(x), 2.4(a), 2.4(b) and 2.4(g) and brought at any time. (g) To the extent Purchaser or its Affiliates (including, without limitation, the Company and SpeeCo) conducts an investigation of the compliance of Covered Products with Air Emission Requirements after the Closing Date that is neither conducted in the ordinary course of business (which shall include, without limitation, any compliance review or oversight that is reasonable under the circumstances) nor prompted by a third party, without the prior written consent of Seller (which shall not be unreasonably withheld), Purchaser Indemnitees shall not be entitled to recover under Section 8.3(a) for a breach of the representations and warranties set forth in Section 2.3(v) with respect to Damages, costs or liabilities (which, for the avoidance of doubt, include the costs associated with any matter arising under a provision injunctive relief or remedial activities by or obligations of this Agreement to the extent that the Purchaser Indemnitees have already recovered Damages with respect to such matter pursuant to another provision of this Agreement. (iIndemnitee) Notwithstanding any provision of this Agreement to the contrary, the Purchaser Indemnitees must first exhaust the Escrow Funds before seeking any cash payment from Seller as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. Purchaser may, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from or pursuant or relating to any Air Emission Requirement applicable to a breach Covered Product or inaccuracy to the manufacturing, distribution, sale or importation of a Covered Product. To Purchaser’s Knowledge as of the date hereof, the facts and circumstances as of the date hereof do not warrant an investigation of the compliance of any representation or warranty (but not for purposes of determining the existence of any breach (including any inaccuracy) of any representation, warranty, covenant or agreement), any materiality or material adverse effect qualifications in the representations or warranties shall be ignoredCovered Product with Air Emission Requirements. (k) Notwithstanding the above, the limitations set forth in this Section 10.3 shall not apply with respect to claims or Damages arising from the Company’s or Seller’s fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement or any other Transaction Document.

Limitation on Sellers’ Indemnification Obligations. Seller’s 's obligations pursuant to the provisions of Section 10.2 are subject to the following limitations: (a) The Purchaser Indemnitees will not be entitled to recover under Section 10.2 on any individual claim unless and until the Damages associated with such claim exceed $25,000, at which point an indemnification claim can be made for the entire amount of such individual claim, subject to the other terms of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward the calculation of the Deductible. The limitations set forth in this Section 10.3(a) shall not apply to or otherwise affect the ability of the Purchaser Indemnitees to make claims or recover Damages with respect to Fundamental Representation Claims. (b) The Purchaser Indemnitees will shall not be entitled to recover under Section 10.2(a): (i) until the total amount of Damages that which Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b10.3(a), exceeds $500,000 25,000, and then only for the excess over $25,000; (ii) unless a claim for Damages has been asserted by written notice, specifying the “Deductible”). Once details of the total amount alleged misrepresentation or breach of Damages that warranty, delivered to Seller on or prior to the first anniversary of the Closing Date; or (iii) if at or before the time of Closing Purchaser had actual knowledge of the misrepresentation or breach of warranty; (b) the Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will be entitled to recover only the amount of such Damages in excess of the Deductible. The limitations set forth in this Section 10.3(b) shall not apply to or otherwise affect the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether the Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceed the Deductible. (c) The Purchaser Indemnitees will not be entitled to recover Damages pursuant to under Section 10.2: 10.2(b) or (ic) in the case of any claim pursuant to Section 10.2(a), other than a claim for hereof if indemnification is also available under Section 10.2(a) regarding a Fundamental Representation hereof; (eachc) the Purchaser Indemnitees shall not be entitled to recover under Section 10.2: (i) WITH RESPECT TO CONSEQUENTIAL DAMAGES, a “Fundamental Representation Claim”)INCLUDING CONSEQUENTIAL DAMAGES CONSISTING OF BUSINESS INTERRUPTION OR LOST PROFITS, for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $18,000,000, or OR WITH RESPECT TO PUNITIVE DAMAGES; (ii) in to the case extent aggregate Damages under Section 10.3(a) exceed the Purchase Price; (iii) to the extent the Damages are covered by insurance held by Purchaser; (iv) with respect to the nonassignability or nontransferability of any Fundamental Representation Claim of the Purchased Assets or Assumed Liabilities or the failure to obtain any claim pursuant consent, or conditions imposed incident to Section 10.2(b) the giving of any consent, required in connection with, or 10.2(d)as a consequence of, for the transfer of any amount of Damagesthe Purchased Assets to, when aggregated with any amounts previously paid or to be paid pursuant to this Article Xthe assumption of the Assumed Liabilities by, in excess of $100,000,000.Purchaser; (d) The the amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will shall be reduced by the present value net of any refund of Taxes paid or reduction in the amount of Taxes due (except income tax benefits inuring to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the state of facts that which entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, Purchaser Indemnitees will not be entitled to recover under Section 10.2: (i) to the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves or liabilities with respect to such matters that are reflected in the Closing Balance Sheet and taken into account in the calculation of the Purchase Price and (ii) with respect to any matter arising under a provision of this Agreement to the extent that the Purchaser Indemnitees have already recovered Damages with respect to such matter pursuant to another provision of this Agreement. (i) Notwithstanding any provision of this Agreement to the contrary, the Purchaser Indemnitees must first exhaust the Escrow Funds before seeking any cash payment from Seller as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. Purchaser may, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any representation or warranty (but not for purposes of determining the existence of any breach (including any inaccuracy) of any representation, warranty, covenant or agreement), any materiality or material adverse effect qualifications in the representations or warranties shall be ignored. (k) Notwithstanding the above, the limitations set forth in this Section 10.3 shall not apply with respect to claims or Damages arising from the Company’s or Seller’s fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement or any other Transaction Document.

Limitation on Sellers’ Indemnification Obligations. Seller’s Sellers’ obligations pursuant to the provisions of Section 10.2 9.2 are subject to the following limitations: (a) The Other than for Damages resulting from claims brought on the basis of Fraud, the Purchaser Indemnitees will Indemnified Parties shall not be entitled to recover under Section 10.2 on any individual claim unless and until the Damages associated with such claim exceed $25,000, at which point an indemnification claim can be made for the entire amount of such individual claim, subject to the other terms of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward the calculation of the Deductible. The limitations set forth in this Section 10.3(a) shall not apply to or otherwise affect the ability of the Purchaser Indemnitees to make claims or recover Damages with respect to Fundamental Representation Claims. (b) The Purchaser Indemnitees will not be entitled to recover under Section 10.2(a9.2(a)(i) until the total amount of Damages that which the Purchaser Indemnitees Indemnified Parties would recover under Section 10.2(a), but for this Section 10.3(b), 9.2(a)(i) exceeds an aggregate amount equal to $500,000 956,250.00 (the “DeductibleThreshold”). Once the total amount of Damages that , in which case the Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will Indemnified Parties shall be entitled to recover only such Damages that exceed the Threshold. (b) Other than for Damages resulting from claims brought on the basis of Fraud, the aggregate amount of such Damages in excess of indemnification that the Deductible. The limitations set forth in this Purchaser Indemnified Parties may receive to satisfy claims under Section 10.3(b9.2(a)(i) shall not apply to or otherwise affect be $956,250.00 (the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether the Damages that Purchaser Indemnitees would recover under Section 10.2(a“Cap”), but for this Section 10.3(b), exceed the Deductible. (c) The Purchaser Indemnitees will not be entitled to recover Damages aggregate liability of the Sellers pursuant to Section 10.2: (i) 9.2 shall in no event exceed the case of any claim pursuant to Section 10.2(a), other than a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to the cash proceeds actually received by the LLC Seller under this Article X, in excess of $18,000,000, or (ii) in the case of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b) or 10.2(d), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $100,000,000Agreement. (d) The amount of With respect to Damages for which a Purchaser Indemnified Party is entitled to indemnification under Section 9.2(a) such Damages shall be paid (i) first from any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the present value of any refund of Taxes paid or reduction then-remaining funds in the amount Indemnity Escrow Account, (ii) second, from the R&W Insurance Policy to the extent of Taxes due the coverage limits under the R&W Insurance Policy, and (iii) third, from the Sellers (in each case subject to the limitations in this Section 9). For the sake of clarity, to the extent any facts giving rise to any indemnifiable Damages constitute a breach of a representation or warranty, and except in the case of Fraud, to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the facts that entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right under the R&W Insurance Policy and the limit of such Purchaser Indemnitee. In liability under the event that an insurance or other recovery is made by any Purchase Indemnitee with respect to any Damages for which any such Person R&W Insurance Policy has not been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, Purchaser Indemnitees will not be entitled to recover under Section 10.2: (i) to the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves or liabilities with respect to such matters that are reflected in the Closing Balance Sheet and taken into account in the calculation of the Purchase Price and (ii) with respect to any matter arising under a provision of this Agreement to the extent that the Purchaser Indemnitees have already recovered Damages with respect to such matter pursuant to another provision of this Agreement. (i) Notwithstanding any provision of this Agreement to the contraryexhausted, the Purchaser Indemnitees must shall first be required to use Reasonable Best Efforts to recover from and exhaust the Escrow Funds R&W Insurance Policy before seeking any cash payment from Seller as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. Purchaser may, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any representation or warranty (but not for purposes of determining the existence of any breach (including any inaccuracy) of any representation, warranty, covenant or agreement), any materiality or material adverse effect qualifications in the representations or warranties shall be ignored. (k) Notwithstanding the above, the limitations set forth in this Section 10.3 shall not apply with respect to claims or Damages arising recovery directly from the Company’s or Seller’s fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement or any other Transaction DocumentSellers under clause (iii) above.

Limitation on Sellers’ Indemnification Obligations. Seller’s obligations Seller shall have no obligation to provide indemnification pursuant to the provisions of Section 10.2 are subject 11.2 except to the following limitations: (a) The Purchaser Indemnitees will not be entitled to recover under Section 10.2 on any individual claim unless and until extent that the Damages associated with such claim exceed $25,000, at which point an indemnification claim can be made for the entire aggregate amount of such individual claim, subject indemnification to the other terms of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward the calculation of the Deductible. The limitations set forth in this Section 10.3(a) shall not apply to or otherwise affect the ability of the Purchaser Indemnitees to make claims or recover Damages with respect to Fundamental Representation Claims. (b) The Purchaser Indemnitees will not be entitled to recover under Section 10.2(a) until the total amount of Damages that Purchaser Indemnitees would recover under Section 10.2(a)which Buyer, but for this Section 10.3(b)11.3, exceeds otherwise shall have become entitled hereunder shall exceed $500,000 (the “Deductible”). Once the total amount of Damages that the Purchaser Indemnitees would recover under Section 10.2(a"Seller Basket"), but for this Section 10.3(b)in which event Seller shall be obligated, exceeds subject to the Deductiblenext succeeding sentence, the Purchaser Indemnitees will be entitled to recover only the amount of such Damages provide indemnification with respect to all amounts in excess of the Deductible. The limitations set forth Seller Basket, provided that any breach of the representation or warranty contained in this Section 10.3(b) 4.19 shall not apply to or otherwise affect the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether the Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceed the Deductible. (c) The Purchaser Indemnitees will not be entitled to recover Damages pursuant to Section 10.2: (i) in the case of any claim pursuant to Section 10.2(a), other than a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $18,000,000, or (ii) in the case of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b) or 10.2(d), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $100,000,000. (d) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the present value of any refund of Taxes paid or reduction in the amount of Taxes due (except subject to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the facts that entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2Basket. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, Purchaser Indemnitees will not be entitled to recover under Section 10.2: (i) to the extent the matter contained in question, taken together with all similar matters, does not exceed the amount of any reserves or liabilities with respect to such matters that are reflected in the Closing Balance Sheet and taken into account in the calculation of the Purchase Price and (ii) with respect to any matter arising under a provision of this Agreement to the extent that the Purchaser Indemnitees have already recovered Damages with respect to such matter pursuant to another provision of this Agreement. (i) Notwithstanding any provision of this Agreement to the contrary, Seller (i) shall not be liable for payment of any amount of indemnification hereunder with respect to any breach by Seller of Section 4.5, 4.6, 4.20, 6.7 or 6.9 in the Purchaser Indemnitees must first exhaust event that the Escrow Funds before seeking Closing Date Net Worth (as defined in Section 15.10) is equal to or greater than $10,500,000 and (ii) shall only be liable for payments of indemnification hereunder with respect to any cash payment from breach by Seller as recourse for Damages for of any or all of the above enumerated Sections in the amount, if any, by which the Purchaser Indemnitees are entitled Closing Date Net Worth is less than $10,500,000 (taking into account the Seller Basket). Notwithstanding anything contained in this Agreement to the contrary, in no event shall Seller have any liability for indemnification pursuant to this Article X. Purchaser maySection 11.2 in an aggregate amount in excess of $6,000,000. In addition, with written notice Seller shall have no obligation to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to provide indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any representation or warranty (but not for purposes of determining the existence of any breach (including any inaccuracy) of any representation, warranty, covenant or agreement), any materiality or material adverse effect qualifications in the representations or warranties shall be ignored. (k) Notwithstanding the above, the limitations set forth in this Section 10.3 shall not apply 11.2 with respect to claims any misrepresentation or Damages arising from the Company’s or Seller’s fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement breach of warranty, or any other Transaction Documentbreach of covenant, if the conditions, facts or circumstances giving rise to such misrepresentation or breach were known to Buyer prior to or at the Closing (regardless of whether Buyer waives such breach in writing or otherwise). Any indemnification to which Buyer, but for the immediately preceding sentence, otherwise shall have become entitled hereunder, shall not be taken into account in calculating the Seller Basket.

Limitation on Sellers’ Indemnification Obligations. Seller’s obligations pursuant to the provisions of Section 10.2 ‎6.2 are subject to the following limitations: (a) The Purchaser Indemnitees will Other than for Damages resulting from claims brought on the basis of fraudulent misrepresentation in the making of any representation or warranty in ‎Article III, the Buyer Indemnified Parties shall not be entitled to recover under Section 10.2 on any individual claim ‎6.2(a) (i) unless and until the Damages associated with such in respect of any single claim exceed $25,000, at which point an indemnification claim can be made for 10,000 (the entire amount of such individual claim, subject to the other terms of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward the calculation of the Deductible. The limitations set forth in this Section 10.3(a“Single Claim Threshold”) shall not apply to or otherwise affect the ability of the Purchaser Indemnitees to make claims or recover Damages with respect to Fundamental Representation Claims. (b) The Purchaser Indemnitees will not be entitled to recover under Section 10.2(aii) until the total amount of Damages that Purchaser Indemnitees which the Buyer Indemnified Parties would recover under Section 10.2(a), but for this Section 10.3(b), ‎6.2(a) exceeds an aggregate amount equal to $500,000 250,000 (the “DeductibleThreshold”). Once , in which case the total amount of Damages that the Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will Buyer Indemnified Parties shall be entitled to recover only the entire amount of such Damages in excess regardless of the Deductible. The limitations set forth in this Section 10.3(b) shall not apply to or otherwise affect Threshold (provided that no claim for Damages of less than the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations Single Claim Threshold will not be included taken into account in determining whether the Threshold has been met). (b) Other than for Damages resulting from claims brought on the basis of fraudulent misrepresentation in the making of any representation or warranty in ‎Article III, the aggregate amount of indemnification that Purchaser Indemnitees would recover the Buyer Indemnified Parties may receive to satisfy claims under Section 10.2(a6.2(a) shall be $10,000,000 (the “Cap”), but for this Section 10.3(b), exceed the Deductible. (c) The Purchaser Indemnitees will Seller shall not be entitled liable for any Damages with respect to recover the matters set forth in Section 6.2 unless a claim is timely asserted prior to the expiration of the survival period specified in Section ‎6.1; provided, however, if a notice of a claim is timely given under this Article VI then such indemnification obligation shall continue to survive past expiration of such survival period until such claim has been satisfied or otherwise resolved as provided in this Article VI. (d) Other than for Damages resulting from claims brought on the basis of fraud or intentional misrepresentation, the aggregate liability of Seller pursuant to Section 10.2: ‎6.2 shall in no event exceed the amount of the cash proceeds actually received by Seller under this Agreement. (ie) in For the case avoidance of any claim pursuant to Section 10.2(a)doubt, other than no Buyer Indemnified Party will assert a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $18,000,000, or (ii) in the case of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b6.2(a) or 10.2(d), for any amount Section 6.2(b) on the basis of Damages, when aggregated with any amounts previously paid or to Section 3.6 (No Undisclosed Liabilities) if such claim would be paid pursuant to this Article X, in excess of $100,000,000. (d) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the present value of any refund of Taxes paid or reduction in the amount of Taxes due (except to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees covered under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the facts that entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, Purchaser Indemnitees will not be entitled to recover under Section 10.2: (i) to the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves or liabilities with respect to such matters that are reflected in the Closing Balance Sheet and taken into account in the calculation of the Purchase Price and (ii) with respect to any matter arising under a provision of this Agreement to the extent that the Purchaser Indemnitees have already recovered Damages with respect to such matter pursuant to another provision of this Agreement. (i) Notwithstanding any provision of this Agreement to the contrary, the Purchaser Indemnitees must first exhaust the Escrow Funds before seeking any cash payment from Seller as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. Purchaser may, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any representation or warranty (set forth in Article III but not for purposes of determining the existence effect of any breach (including any inaccuracy) of any representation, warranty, covenant express exceptions or agreement), any materiality or material adverse effect qualifications in the representations or warranties shall be ignored. (k) Notwithstanding the above, the limitations set forth in this Section 10.3 shall not apply with respect such other representation or warranty, including limitations as to claims materiality, Knowledge, dollar thresholds, or Damages arising from the Company’s or Seller’s fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement or any other Transaction Documentduration.

Limitation on Sellers’ Indemnification Obligations. Seller’s obligations pursuant to the provisions of Section 10.2 are subject to the following limitations: (aA) The Purchaser Indemnitees will not be entitled to recover under Section 10.2 on any individual claim unless and until the Damages associated with such claim exceed $25,000, at which point an indemnification claim can be made for the entire amount of such individual claim, subject to the other terms of this Article X. Any individual claim that does Seller shall not have Damages any obligation to indemnify the Purchaser Indemnified Parties from or against any Adverse Consequences resulting from any matter for which indemnification exists as provided in Section 6(b)(i) and 6(b)(iii) through (iv) above, until Seller is required to pay the Purchaser Indemnified Parties for Adverse Consequences in excess of US $25,000 750,000 in the aggregate (after which amount Seller will not count toward be obligated to indemnify and hold the calculation Purchaser Indemnified Parties harmless with respect to only those Adverse Consequences in excess of US $750,000) (the “Seller Indemnification Deductible”). Further, in determining Adverse Consequences for purposes of the Seller Indemnification Deductible, any qualifications of any representation or warranty with respect to “materiality,” “material,” “Material Adverse Change,” “Material Adverse Effect” or any similar qualification, shall be disregarded. The limitations set forth in Notwithstanding any of the preceding provisions of this Section 10.3(a) 6(f)(i), the Seller Indemnification Deductible shall not apply to any breach (or otherwise affect the ability alleged breach) of the Purchaser Indemnitees to make claims any representation or recover Damages with respect to Fundamental Representation Claims. (b) The Purchaser Indemnitees will not be entitled to recover under Section 10.2(a) until the total amount of Damages that Purchaser Indemnitees would recover under Section 10.2(awarranty contained in Sections 4(a), but for this Section 10.3(b), exceeds $500,000 (the “Deductible”). Once the total amount of Damages that the Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will be entitled to recover only the amount of such Damages in excess of the Deductible. The limitations set forth in this Section 10.3(b4(b) shall not apply to or otherwise affect the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether the Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceed the Deductible. (cand 4(c) The Purchaser Indemnitees will not be entitled to recover Damages pursuant to Section 10.2: (i) in the case of any claim pursuant to Section 10.2(a), other than a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $18,000,000, or (ii) in the case of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b) fraudulent or 10.2(d), for any amount of Damages, when aggregated with any amounts previously paid intentional misrepresentation or to be paid pursuant to this Article X, in excess of $100,000,000. (d) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the present value of any refund of Taxes paid or reduction in the amount of Taxes due (except to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources and the amount of indemnification and other payments recovered by Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the facts that entitled the Purchaser Indemnitees to recover from Seller pursuant to Section 10.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies, indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee omission with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller. representations and warranties contained in Section 4, and Seller shall indemnify and hold the Purchaser Indemnified Parties harmless against all Adverse Consequences (ffrom the first dollar) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE X WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE PURCHASE PRICE OR THE POTENTIAL EARN OUT PAYMENT, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARE AWARDED AS A COMPONENT OF DAMAGES IN A THIRD-PARTY CLAIM. (h) Notwithstanding anything herein to the contrary, Purchaser Indemnitees will not be entitled to recover under Section 10.2: (i) to the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves or liabilities with respect to such matters that are reflected in the Closing Balance Sheet and taken into account in the calculation of the Purchase Price and (ii) with respect to any matter arising under a provision of this Agreement to the extent that the Purchaser Indemnitees have already recovered Damages with respect to such matter pursuant to another provision of this Agreement. (i) Notwithstanding any provision of this Agreement to the contraryIndemnified Parties may suffer resulting from, the Purchaser Indemnitees must first exhaust the Escrow Funds before seeking any cash payment from Seller as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. Purchaser may, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any representation or warranty (but not for purposes of determining the existence of any breach (including any inaccuracy) of any representationto, warranty, covenant or agreement), any materiality or material adverse effect qualifications in the representations nature of, or warranties shall be ignoredcaused by any one or more of such breaches. (kB) Notwithstanding The Parties acknowledge and agree that the above, the limitations set forth in this Section 10.3 Seller Indemnification Deductible shall not apply to any Adverse Consequences incurred by the Purchaser Indemnified Parties under Section 6(b)(ii). (C) In addition, with respect to claims any Adverse Consequences incurred by the Purchaser Indemnified Parties as a result of any Claims, Seller shall be responsible solely for 30% of the amount of such Adverse Consequences (after taking into account the Seller Indemnification Deductible, if applicable) provided that such Claims do not arise or Damages arising from the Company’s or Seller’s fraud are related to any fraudulent or intentional misrepresentation or omission by Seller in connection with which case Seller shall be responsible for the transactions contemplated by this Agreement or any other Transaction Documentfull amount of such Adverse Consequences.

Limitation on Sellers’ Indemnification Obligations. Seller’s Sellers’ obligations pursuant to the provisions of Section 10.2 11.2 are subject to the following limitations: (a) The Except with respect to the breach or inaccuracy of any of the Special Representations or Damages attributable to fraud, the Purchaser Indemnitees will shall not be entitled to recover under Section 10.2 Sections 11.2(a)(i) or 11.2(b) on any individual claim unless and until the Damages associated with such claim exceed $25,000, at which point an indemnification claim can be made for the entire amount of such individual claim, subject to the other terms of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward the calculation of the Deductible. The limitations set forth in this Section 10.3(a) shall not apply to or otherwise affect the ability of the Purchaser Indemnitees to make claims or recover Damages with respect to Fundamental Representation Claims50,000. (b) The Except with respect to the breach or inaccuracy of any of the Special Representations or Damages attributable to fraud, the Purchaser Indemnitees will shall not be entitled to recover under Section 10.2(aSections 11.2(a)(i) or 11.2(b) until the total amount of Damages that Purchaser Indemnitees would recover under Section 10.2(aSections 11.2(a)(i) or 11.2(b), but for this Section 10.3(b11.3(b), exceeds $500,000 1% of the Purchase Price (the “DeductibleBasket”). Once the total amount of Damages that the Purchaser Indemnitees would recover under Section 10.2(aSections 11.2(a)(i) or 11.2(b), but for this Section 10.3(b11.3(b), exceeds the DeductibleBasket, the Purchaser Indemnitees will shall be entitled to recover only the amount of such Damages in excess of the Deductible. The limitations set forth in this Section 10.3(b) shall not apply to or otherwise affect the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether the Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceed the DeductibleBasket. (c) The Except with respect to the breach or inaccuracy of any of the Special Representations or the Special Covenants and Damages attributable to fraud, the Purchaser Indemnitees will shall not be entitled to recover Damages pursuant to Section 10.2: (i) in the case of any claim pursuant to Section 10.2(a), other than a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”), 11.2 for any the amount of DamagesDamages in excess of the Escrow Amount, when aggregated with any amounts previously paid or as it may be reduced from time to be paid time pursuant to this Article XAgreement (the “Indemnification Cap”). Purchaser and the Seller Representative shall deliver joint written instructions to the Escrow Agent, pursuant to the terms of the Escrow Agreement, instructing the Escrow Agent to release that portion of the Escrow Amount equal to the amount of Damages to which Purchaser is entitled to recover hereunder. In no event shall the Purchaser Indemnitees be entitled to recover for any Damages which are, individually or in the aggregate, in excess of $18,000,000the Indemnification Cap, provided, that, in the event any Damages with respect to (i) the breach or inaccuracy of any of the Special Representations or the Special Covenants or (ii) fraud, exceed the then current balance of the Escrow Account, Purchaser shall be reimbursed directly by Sellers on a several basis (in accordance with their Percentage Ownership) for the case portion of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b) or 10.2(d), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, the Damages in excess of $100,000,000the then current balance of the Escrow Account; provided, further, that the individual liability of any Seller for such Damages will not exceed the cash proceeds actually received by such Seller pursuant to the transactions contemplated by this Agreement. (d) The amount of any recovery by the Purchaser Indemnitees pursuant to Section 10.2 will 11.2 shall be reduced by the present value of any refund of Taxes paid or reduction in the amount of Taxes due (except insurance proceeds actually paid to the extent that Purchaser or Company has paid such amount to Seller in accordance with Section 11.3), reflecting an appropriate discount for the timing and receipt or realization of such refund or reduction resulting from the incurrence of Damages for which Purchaser Indemnitees are entitled to recover from Seller pursuant to Section 10.2, computed at the highest marginal tax rates applicable to the recipient of such refund of or reduction in Taxes. (e) The amount of any recovery by Purchaser Indemnitees pursuant to Section 10.2 will be reduced by the amounts recovered by Purchaser Indemnitees under any applicable insurance policies or other collateral sources policy (net of (i) reasonable costs and expenses incurred in recovering such amounts and (ii) any deductibles and premium increases relating to such proceeds) and the amount of indemnification and other payments recovered by actually paid to the Purchaser Indemnitees under any applicable indemnification agreements or similar rights as a result of the facts that entitled the Purchaser Indemnitees to recover from Seller Sellers pursuant to Section 10.211.2. Each Purchaser Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies (other than self-insurance policies), indemnification agreements and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements and similar rights for all Damages to the extent such Damages are covered by any insurance policy, indemnification agreement or similar right of such Purchaser Indemnitee. In the event that an insurance or other recovery is made by any Purchase Indemnitee . (e) No Seller shall be liable for Damages with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal the representations and warranties contained in Article IV to the aggregate amount extent that such representations and warranties relate to another Seller, nor shall any Seller have any liability for the failure of another Seller to perform any of the recovery will obligations, covenants or agreements to be performed or complied with by such other Seller under this Agreement or any other Transaction Document, it being agreed and understood that all of such representations, warranties, obligations, covenants and agreements are being made promptly to severally by each Seller, and not on a joint and several basis. (f) In no event will any Purchaser Indemnitee be entitled to indemnification for the same Damages from more than one source. (g) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO INDEMNIFIED PARTY WILL THE PURCHASER INDEMNITEES SHALL NOT BE ENTITLED TO INDEMNIFICATION RECOVER UNDER THIS ARTICLE X SECTION 11.2 WITH RESPECT TO, NOR SHALL THE INDEMNIFIABLE DAMAGES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLETHEREOF), DIMINUTION IN VALUEDAMAGES CONSISTING OF BUSINESS INTERRUPTION OR LOST PROFITS, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT BASIS THAT MAY HAVE BEEN USED IN ARRIVING AT THE PURCHASE PRICE AGGREGATE CONSIDERATION OR THAT MAY BE REFLECTIVE OF THE POTENTIAL EARN OUT PAYMENTEQUITY VALUE OF THE COMPANY, OR ANY AND INDIRECT, SPECIAL, EXEMPLARY OR AND PUNITIVE DAMAGES, EXCEPT UNLESS (I) SUCH PURCHASER INDEMNITEE IS REQUIRED TO THE EXTENT ANY INDIRECT, SPECIAL, EXEMPLARY PAY SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A THIRD PARTY CLAIM THAT IS OTHERWISE INDEMNIFIABLE HEREUNDER OR PUNITIVE (II) SUCH DAMAGES ARE AWARDED AS A COMPONENT RESULT FROM OR ARISE OUT OF DAMAGES IN A THIRD-PARTY CLAIMOR BY VIRTUE OF FRAUD. (hg) Notwithstanding anything herein to the contrary, the Purchaser Indemnitees will shall not be entitled to recover under Section 10.2: (i) to the extent the matter in question11.2, taken together with all similar matters, does not exceed the amount of any reserves or liabilities with respect to such matters that are reflected the failure to obtain any consent, or to satisfy any conditions imposed incident to the giving of any consent, required in connection with, or as a consequence of, the Closing Balance Sheet and taken into account in the calculation transfer of the Purchase Price and Shares to Purchaser (iibut shall not relieve any liability for failure to list a consent required to be listed on the relevant section of the Disclosure Letter). (h) with respect The Purchaser Indemnitees shall not be entitled to recover any Damages relating to any matter arising under a provision of this Agreement to the extent that the Purchaser Indemnitees have already recovered Damages with respect to such matter pursuant to another provision of this Agreement. (i) Notwithstanding any provision The obligations to indemnify and hold harmless a party hereto in respect of this Agreement to the contrary, the Purchaser Indemnitees must first exhaust the Escrow Funds before seeking any cash payment from Seller as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. Purchaser may, with written notice to Seller, offset against any available Earn Out Payment as recourse for Damages for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Article X. (j) For purposes of calculating Damages hereunder arising out of, relating to or resulting from a breach or inaccuracy of any a representation or warranty (but not for purposes of determining shall terminate when the existence of any breach (including any inaccuracy) of any representationapplicable representation or warranty terminates pursuant to Section 11.1; provided, warrantyhowever, covenant or agreement), any materiality or material adverse effect qualifications in the representations or warranties shall be ignored. (k) Notwithstanding the above, the limitations set forth in this Section 10.3 that such obligations to indemnify and hold harmless shall not apply terminate with respect to claims or Damages arising from any item as to which the Company’s or Seller’s fraud or intentional misrepresentation in connection with party to be indemnified shall have, prior to the transactions contemplated by this Agreement or any other Transaction Documentexpiration of the applicable survival period, previously made a claim pursuant to Section 11.5.