Common use of Limitations and Other Indemnity Claim Matters Clause in Contracts

Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article XI or elsewhere in this Agreement, the following terms shall apply to any claim for monetary damages arising out of this Agreement or related to the Transactions: (a) Mini-Basket. (i) The Stockholders will not have any liability under Section 11.1(a)(i) in respect of any individual Indemnification Claim or series of related Indemnification Claims unless and until such Indemnification Claim or Indemnification Claims involve Losses in excess of $15,000 to any Parent Indemnitee; provided that the limitation set forth in the first clause of this Section 11.3(a)(i) shall not apply to Losses arising from any breach or inaccuracy of the representations and warranties set forth in the Company Fundamental Representations; provided, further that the Stockholders will not have any liability under Section 11.1(a)(i) in respect of any individual Indemnification Claim or series of related Indemnification Claims for Losses arising from any breach or inaccuracy of the representations and warranties set forth in the first two sentences of Section 5.9(b) unless and until such Indemnification Claim or Indemnification Claims involve Losses in excess of $100,000 (together with the limitation set forth in the first clause of this Section 11.3(a)(i), the “Mini-Basket”); provided, further that all Losses for which the Stockholders are not required to indemnify the Parent Indemnitees because the associated Losses do not equal or exceed the applicable Mini-Basket set forth in this Section 11.3(a)(i) shall nevertheless be applied towards the Deductible under Section 11.3(b)(i). (ii) The Parent will not have any liability under Section 11.2(a) in respect of any individual Indemnification Claim or series of related Indemnification Claims unless and until such Indemnification Claim or Indemnification Claims exceed the amount set forth in the first clause of Section 11.3(a)(i); provided that the limitation set forth in this Section 11.3(a)(ii) shall not apply to Losses arising from any breach or inaccuracy of the representations and warranties set forth in Sections 6.1, 6.2, 6.3(a), 6.5, 6.10 and 6.12 (collectively, the “Parent Fundamental Representations”); provided, further that all Losses for which the Parent is not required to indemnify the Stockholder Indemnitees because the associated Losses do not equal or exceed the amount set forth in the first clause of Section 11.3(a)(i) shall be applied towards the Deductible under Section 11.3(b)(i).

Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article XI or elsewhere in this Agreement, the following terms shall apply to any claim for monetary damages arising out of this Agreement or related to the Transactions: (a) Mini-Basket. (i) The Stockholders will not No Indemnifying Party shall have any liability under Section 11.1(a)(i) in respect of obligation to indemnify any individual Indemnification Claim Indemnified Party against, or reimburse any Indemnified Party for, any Loss or series of related Indemnification Claims unless Losses pursuant to Section 6.1(i), with respect to Rhino (other than the representation and warranties contained in Sections 5.1, 5.2, 5.3, 5.4, 5.10, 5.18, 5.20 and 5.21) or pursuant to Section 6.2(i), with respect to Holdings until (i) each such Indemnification Claim individual Loss exceeds $20,000 and (ii) the aggregate amount of all such Losses exceeds $100,000, in which event the Indemnifying Party shall be liable for all such Losses from the first dollar. (b) Notwithstanding anything herein to the contrary, in no event shall (i) the Rhino Group be liable to any Holdings Related Party for any Loss or Indemnification Claims involve series of related Losses pursuant to Section 6.1(i) in excess of $15,000 1,000,000 or (ii) Holdings be liable to any Parent Indemnitee; provided that Rhino Related Party for any Loss or series of related Losses pursuant to Section 6.2(i) in excess of $1,000,000, as applicable. (c) For purposes of the limitation set forth indemnification obligations contained in the first clause of this Section 11.3(a)(i) shall not apply to Losses arising from any VI, when determining whether a breach or inaccuracy of any representation, warranty or covenant has occurred, and when calculating the representations and warranties set forth in the Company Fundamental Representations; provided, further that the Stockholders will not have amount of Losses incurred arising out of or relating to any liability under Section 11.1(a)(i) in respect of any individual Indemnification Claim or series of related Indemnification Claims for Losses arising from any such breach or inaccuracy of inaccuracy, all references to “material”, “materially”, “materiality” or “material adverse effect” or similar or correlative terms shall be disregarded. (d) Notwithstanding anything herein to the representations and warranties set forth contrary, in no event will the first two sentences of Section 5.9(b) unless and until such Indemnification Claim or Indemnification Claims involve Losses in excess of $100,000 (together with the limitation set forth in the first clause of this Section 11.3(a)(i), the “Mini-Basket”); provided, further that all Losses for which the Stockholders are not required to indemnify the Parent Indemnitees because the associated Losses do not equal or exceed the applicable Mini-Basket limitations set forth in this Section 11.3(a)(i6.4 apply (i) shall nevertheless be applied towards in the Deductible under Section 11.3(b)(i). event of fraud or willful misconduct by any Indemnifying Party or (ii) The Parent will not have with respect to any liability under Section 11.2(a) in respect of any individual Indemnification Claim Loss or series of related Indemnification Claims unless and until such Indemnification Claim Losses as a result of, arising out of or Indemnification Claims exceed the amount set forth in the first clause any way related to breaches of Section 11.3(a)(i); provided that the limitation set forth covenants or agreements contained in this Section 11.3(a)(ii) shall not apply to Losses arising from any breach Agreement or inaccuracy of the representations and warranties set forth in Sections 6.1, 6.2, 6.3(a), 6.5, 6.10 and 6.12 (collectively, the “Parent Fundamental Representations”); provided, further that all Losses for which the Parent is not required to indemnify the Stockholder Indemnitees because the associated Losses do not equal or exceed the amount set forth in the first clause of Section 11.3(a)(i) shall be applied towards the Deductible under Section 11.3(b)(i)Transaction Documents.

Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article XI or elsewhere in this Agreement, the following terms shall apply to any claim Claim for monetary damages indemnification arising out of this Agreement or related to the Transactionstransactions contemplated hereby: (a) Mini-Basket. (i) The Stockholders will not have No Claim for indemnification under this Agreement may be asserted by any liability under Section 11.1(a)(i) in respect of any individual Indemnification Claim or series of related Indemnification Claims unless and until such Indemnification Claim or Indemnification Claims involve Losses in excess of $15,000 to any Parent Indemnitee; provided that Indemnitee following the limitation survival periods set forth in Section 11.01 (each such survival period, the first clause of this Section 11.3(a)(i) shall not apply “Cutoff Date”). Except with respect to Losses arising from any breach or inaccuracy of Claim Notice received by an Indemnitor prior to the applicable Cutoff Date, the representations and warranties set forth in of the Existing Member, the Company Fundamental Representations; providedand the New Member and the covenants and agreements of the Existing Member, further that the Stockholders will Company and the New Member, in each case, in this Agreement shall not have any liability under survive, and shall terminate on, the applicable Cutoff Date. (b) Notwithstanding anything to the contrary contained herein, no New Member Indemnitees shall be entitled to indemnification pursuant to Section 11.1(a)(i11.02(a), unless and until (i) in the Losses to which the New Member Indemnitees are entitled to indemnification from the Existing Member with respect of any individual Indemnification to such particular Claim or series of related Indemnification Claims for exceed five hundred thousand dollars ($500,000) (the “Indemnity Threshold”) and (ii) the New Member Indemnitees have suffered Losses arising from any breach or inaccuracy Claims under Section 11.02 in excess of the representations and warranties set forth seven million five hundred thousand dollars ($7,500,000) in the first two sentences aggregate (the “Indemnity Deductible”) (it being understood that any Claim (including any related Claims) for amounts less than the Indemnity Threshold shall be ignored in determining whether the Indemnity Deductible has been exceeded), and, subject to the terms of Section 5.9(b) unless and until this Article XI, once such Indemnification Claim or Indemnification Claims involve Losses exceed the Indemnity Deductible, the New Member Indemnitees shall only be entitled to seek recovery for all such Losses in excess of $100,000 (together with the limitation set forth in the first clause of this Section 11.3(a)(i), the “Mini-Basket”); provided, further that all Losses for which the Stockholders are not required to indemnify the Parent Indemnitees because the associated Losses do not equal or exceed the applicable Mini-Basket set forth in this Section 11.3(a)(i) shall nevertheless be applied towards the Deductible under Section 11.3(b)(i). (ii) The Parent will not have any liability under Section 11.2(a) in respect of any individual Indemnification Claim or series of related Indemnification Claims unless and until such Indemnification Claim or Indemnification Claims exceed the amount set forth in the first clause of Section 11.3(a)(i)Indemnity Deductible; provided that the limitation set forth in this Section 11.3(a)(ii) Indemnity Threshold and the Indemnity Deductible shall not apply to Losses arising from any breach or inaccuracy of the representations an Existing Member and warranties set forth in Sections 6.1, 6.2, 6.3(a), 6.5, 6.10 and 6.12 Company Fundamental Representation (collectively, the “Parent Existing Member and Company Fundamental and Special Representations”); provided. Furthermore, further that all the Existing Member shall not have any Liability in the aggregate under Section 11.02(a) (other than with respect to any breach of any Existing Member and Company Fundamental and Special Representation) in excess of an amount equal to seven million five hundred thousand dollars ($7,500,000), and the New Member Indemnitees shall have no recourse against the Existing Member with respect to any such Losses for which pursuant to Section 11.02(a) (other than with respect to any breach of any Existing Member and Company Fundamental and Special Representation) in excess of such amount. Notwithstanding anything contained herein to the Parent is not required contrary, in no event shall the Liability of the Existing Member pursuant to indemnify this Agreement exceed the Stockholder Indemnitees because New Member Closing Payment Amount. For the associated Losses avoidance of doubt, the foregoing limitations do not equal apply to Losses indemnified pursuant to Section 9.01(a) or exceed the amount set forth in the first clause event of any Claim based upon actual fraud, with knowledge of falsity, by the applicable Person. (c) Other than with respect to any Claim for Losses made by any New Member Indemnitee pursuant (x) Section 11.3(a)(i11.02(a) shall be applied towards for a breach of (1) any Existing Member and Company Fundamental and Special Representation or (2) any representation and warranty of the Deductible Existing Member and the Company contained in Section 3.05 unless any exclusions under Section 11.3(b)(i).the R&W Insurance Policy relating to the Audited Financial Statements are removed prior to the Closing,

Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article XI ARTICLE VIII or elsewhere in this Agreement, the following terms shall apply to any claim for monetary damages Claim arising out of this Agreement or related to the Transactionstransactions contemplated by this Agreement or the other Transaction Documents: (a) Mini-Basket. (i) Deductible. The Company Stockholders will not have any liability under Section 11.1(a)(i) in respect of any individual Indemnification Claim or series of related Indemnification Claims unless and 8.1 until such Indemnification Claim or Indemnification Claims involve Parent Indemnitees have suffered Losses in excess of $15,000 to any Parent Indemnitee; provided that 750,000 (the limitation set forth “Indemnity Deductible”) in the first clause of this aggregate arising from Claims under Section 11.3(a)(i) shall not apply 8.1, and then the Company Stockholders will only be liable under Section 8.1 to the extent Losses arising from any breach or inaccuracy of Claims under Section 8.1 exceed the representations and warranties set forth in the Indemnity Deductible. The Company Fundamental Representations; provided, further that the Stockholders will not have any liability under Section 11.1(a)(i8.1(a)(vi) in respect of any individual Indemnification Claim or series of related Indemnification Claims for (and such Losses arising from any breach or inaccuracy of shall not reduce the representations and warranties set forth in the first two sentences of Section 5.9(bIndemnity Deductible) unless and until such Indemnification Claim or Indemnification Claims involve Parent Indemnitees have suffered Losses in excess of $100,000 2,200,000 (together with the limitation set forth “Existing IP Claims Deductible”) in the first clause of this aggregate arising from Claims under Section 11.3(a)(i8.1(a)(vi), and then the Company Stockholders will only be liable under Section 8.1(a)(vi) to the extent Losses arising from Claims under Section 8.1(a)(vi) exceed the Existing IP Claims Deductible. (b) Cap. The Company Stockholders’ maximum liability under this Agreement shall not exceed $20,000,000 (the “Mini-BasketCap Amount”); provided, further that all Losses for however, that: (i) after the date which is 12 months following the Stockholders are not required Closing Date, the Cap Amount shall be reduced solely with respect to indemnify those Claims brought after the Parent Indemnitees because first anniversary of the associated Losses do not equal or exceed Closing Date to $10,000,000 (less the applicable Mini-Basket set forth amount of Claims in excess of $10,000,000 applied against the Cap Amount within the 12 months following the Closing); and (ii) after the date which is 18 months following the Closing Date, the Cap Amount shall be reduced solely with respect to those Claims brought during the period commencing on the first anniversary of the Closing Date and continuing until 18 months following the Closing Date to $5,000,000 (less the amount of Claims in excess of $15,000,000 applied against the Cap Amount within the 18 months following the Closing). The maximum liability amounts specified in this Section 11.3(a)(i8.4(b) shall nevertheless be applied towards the Deductible under Section 11.3(b)(i). (ii) The Parent will not have any liability under Section 11.2(a) in respect are inclusive of any individual Indemnification Claim amounts paid or series of related Indemnification Claims unless and until such Indemnification Claim or Indemnification Claims exceed payable from the amount set forth Cash-Out Indemnity Escrow Amount in the first clause of Section 11.3(a)(i); provided that the limitation set forth in this Section 11.3(a)(ii) shall not apply to Losses arising from any breach or inaccuracy of the representations and warranties set forth in Sections 6.1, 6.2, 6.3(a), 6.5, 6.10 and 6.12 (collectively, the “Parent Fundamental Representations”); provided, further that all Losses for which the Parent is not required to indemnify the Stockholder Indemnitees because the associated Losses do not equal or exceed the amount set forth in the first clause of Section 11.3(a)(i) shall be applied towards the Deductible under Section 11.3(b)(i)Escrow Account.

Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article XI or elsewhere in this Agreement, the following terms shall apply to any claim Claim for monetary damages indemnification arising out of this Agreement or related to the Transactionstransactions contemplated hereby: (a) Mini-BasketNo Claim for indemnification under this Agreement may be asserted by any Indemnitee following the survival periods set forth in Section 11.01 (each such survival period, the “Cutoff Date”). Except with respect to any Claim Notice received by an Indemnitor prior to the applicable Cutoff Date, the representations and warranties set forth of the Existing Member, the Company and the New Member and the covenants and agreements of the Existing Member, the Company and the New Member, in each case, in this Agreement shall not survive, and shall terminate on, the applicable Cutoff Date. (b) Notwithstanding anything to the contrary contained herein, no New Member Indemnitees shall be entitled to indemnification pursuant to Section 11.02(a), unless and until (i) The Stockholders will not have any liability under Section 11.1(a)(i) in the Losses to which the New Member Indemnitees are entitled to indemnification from the Existing Member with respect of any individual Indemnification to such particular Claim or series of related Indemnification Claims unless exceed five hundred thousand dollars ($500,000) (the “Indemnity Threshold”) and until (ii) the New Member Indemnitees have suffered Losses arising from Claims under Section 11.02 in excess of seven million five hundred thousand dollars ($7,500,000) in the aggregate (the “Indemnity Deductible”) (it being understood that any Claim (including any related Claims) for amounts less than the Indemnity Threshold shall be ignored in determining whether the Indemnity Deductible has been exceeded), and, subject to the terms of this Article XI, once such Indemnification Claim or Indemnification Claims involve Losses exceed the Indemnity Deductible, the New Member Indemnitees shall only be entitled to seek recovery for all such Losses in excess of $15,000 to any Parent Indemniteethe Indemnity Deductible; provided that the limitation set forth in Indemnity Threshold and the first clause of this Section 11.3(a)(i) Indemnity Deductible shall not apply to Losses arising from any breach of an Existing Member and Company Fundamental Representation (the “Existing Member and Company Fundamental and Special Representations”). Furthermore, the Existing Member shall not have any Liability in the aggregate under Section 11.02(a) (other than with respect to any breach of any Existing Member and Company Fundamental and Special Representation) in excess of an amount equal to seven million five hundred thousand dollars ($7,500,000), and the New Member Indemnitees shall have no recourse against the Existing Member with respect to any such Losses pursuant to Section 11.02(a) (other than with respect to any breach of any Existing Member and Company Fundamental and Special Representation) in excess of such amount. Notwithstanding anything contained herein to the contrary, in no event shall the Liability of the Existing Member pursuant to this Agreement exceed the New Member Closing Payment Amount. For the avoidance of doubt, the foregoing limitations do not apply to Losses indemnified pursuant to Section 9.01(a) or inaccuracy in the event of any Claim based upon actual fraud, with knowledge of falsity, by the applicable Person. (c) Other than with respect to any Claim for Losses made by any New Member Indemnitee pursuant (x) Section 11.02(a) for a breach of (1) any Existing Member and Company Fundamental and Special Representation or (2) any representation and warranty of the Existing Member and the Company contained in Section 3.05 unless any exclusions under the R&W Insurance Policy relating to the Audited Financial Statements are removed prior to the Closing, (y) Section 11.02(b), or (z) based upon actual fraud, with knowledge of falsity (the foregoing clauses (x), (y) and (z), collectively, the “New Member Fundamental Claims”), all Claims for Losses made by any New Member Indemnitee pursuant to Section 11.02 will be satisfied (i) first, from the Indemnity Escrow Amount available in the Indemnity Escrow Account as of such time and (ii) second, from the insurance coverage provided by the R&W Insurance Policy until the limits of liability are exhausted by payment thereunder. All Claims for Losses made by any New Member Indemnitee pursuant to Section 11.02 with respect to any New Member Fundamental Claim may, at such New Member Indemnitee’s election, be satisfied, in no order or priority, (i) from the Indemnity Escrow Amount available in the Indemnity Escrow Account as of such time, (ii) from the insurance coverage provided by the R&W Insurance Policy, or (iii) directly against the Existing Member. For the avoidance of doubt, except with respect to any New Member Fundamental Claim, any and all risks with respect or in relation to the R&W Insurance Policy, including without limitation the risk that the R&W Insurance Policy will not provide coverage or otherwise not respond to a given claim or to any claim for any reason, shall be borne entirely by the New Member Indemnitee, and the liability of the existing Member shall not in any way be increased by, or otherwise be affected in relation thereto. In the event of an indemnification Claim by a New Member Indemnitee for which funds in the Indemnity Escrow Account are available pursuant to this Section 11.06(c) as of such time, the Existing Member and the New Member shall jointly deliver an instruction letter to the Escrow Agent instructing the Escrow Agent to distribute, as promptly as reasonably practicable, to the applicable New Member Indemnitee the amount owed to such New Member Indemnitee in respect of such indemnification Claim. To the extent any Indemnitor (including the Existing Member) is required to pay any indemnification payments directly, such Indemnitor shall pay the Indemnitee directly by wire transfer of immediately available funds the indemnification payment due under this Article XI to the account(s) designated by the Indemnitee within five (5) Business Days after it is established (by final non appealable court order or agreement of the Indemnitor and the Indemnitee) that the Indemnitee is entitled to such payment under this Article XI (and, if the Indemnitor is the Existing Member, after taking into account any recovery under the Indemnity Escrow Account and the R&W Insurance Policy, if applicable). For the avoidance of doubt, the foregoing provisions do not apply to Losses indemnified pursuant to Section 9.01(a). (d) On the first (1st) Business Day following the date that is twelve (12) months after the Closing Date, the New Member and the Existing Member shall direct the Escrow Agent to release to the Existing Member an amount equal to (x) the Indemnity Escrow Amount then-remaining in the Indemnity Escrow Account, plus any interest accrued thereon, minus (y) the aggregate amount of all Losses specified in any then-unresolved good faith claims for indemnification made in accordance with this Agreement prior to such date. (e) For purposes of the indemnification obligations under this Article XI, including for purposes of both determining whether there has been a inaccuracy, misrepresentation or breach and for determining the amount of Losses resulting therefrom, the representations and warranties set forth in the Company Fundamental Representations; providedArticle III, further that the Stockholders will not have any liability under Section 11.1(a)(i) in respect of any individual Indemnification Claim or series of related Indemnification Claims for Losses arising from any breach or inaccuracy of the representations Article IV and warranties set forth in the first two sentences of Section 5.9(b) unless and until such Indemnification Claim or Indemnification Claims involve Losses in excess of $100,000 (together with the limitation set forth in the first clause Article V of this Section 11.3(a)(iAgreement that are qualified as to “material,” “materiality,” “material respects,” “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any such qualification. (f) SOLELY WITH RESPECT TO CLAIMS MADE BY A NEW MEMBER INDEMNITEE WITH RESPECT TO THE COMPANY’S OR THE EXISTING MEMBER’S BREACH OF THE COVENANTS SET FORTH IN ARTICLE VI (OTHER THAN THE COVENANTS SET FORTH IN SECTIONS 6.07, 6.12, 6.13, 6.19, 6.20 and 6.23), the OTHER THAN IN THE CASE OF FRAUD OR GROSS NEGLIGENCE, THE TERM “MiniLOSS” SHALL NOT INCLUDE ANY SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES, OTHER THAN DIRECT DAMAGES, ON ACCOUNT OF DIMINUTION IN VALUE, LOST PROFITS, OR OPPORTUNITIES, OR LOST OR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO THE COMPANY, THE BUSINESS OR THE ASSETS ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-Basket”BASED OR YIELD-BASED MEASURE OF FINANCIAL PERFORMANCE); provided. THIS SECTION 11.06(F) DOES NOT WAIVE, further that all Losses for which the Stockholders are not required to indemnify the Parent Indemnitees because the associated Losses do not equal or exceed the applicable Mini-Basket set forth in this Section 11.3(a)(i) shall nevertheless be applied towards the Deductible under Section 11.3(b)(iAND EACH PARTY EXPRESSLY RETAINS, THE RIGHT TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT OR TO RECOVER DIRECT DAMAGES ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR ANY BREACH OR FAILURE TO PERFORM UNDER THIS AGREEMENT OTHER THAN THOSE DAMAGES EXPRESSLY WAIVED UNDER THIS SECTION 11.06(F). (g) Notwithstanding anything to the contrary contained herein: (i) if an Indemnitee actually receives an amount under insurance coverage from any other Person with respect to Losses (other than proceeds recoverable under the R&W Insurance Policy) sustained at any time subsequent to any indemnification payment pursuant to this Article XI then such Indemnitee shall promptly reimburse the Indemnitor for any payment made to the Indemnitee by such Indemnitor up to such amount so realized or received by the Indemnitee, net, in each case, of any reasonable costs and expenses incurred to recover such proceeds (including any related retrospective premium adjustments resulting from assertion of such claims and any Taxes with respect to such proceeds); and (ii) each Indemnitee shall use commercially reasonable efforts to mitigate any indemnifiable Losses hereunder. The Parent will calculation of Losses shall (x) not include Losses arising from a change in any applicable Law or accounting principle following the Closing Date and (y) shall be reduced by any corresponding insurance proceeds from insurance policies carried by such Indemnitee or its Affiliates that are realized by such Indemnitee from non-Party insurers with respect to such Claims. Notwithstanding the foregoing, in no event shall any funds disbursed from the Indemnity Escrow Account reduce the amount of Losses suffered by an Indemnitee. (h) In no event shall the Existing Member have any liability for indemnification under Section 11.2(athis Article XI for any Losses to the extent such Losses are caused or initiated by any action or omission by any New Member Indemnitee or the Company or its Affiliates at the request or direction of any New Member Indemnitee, including to the extent any Losses resulted from the bad faith, gross negligence or willful misconduct of such New Member Indemnitee. (i) For the avoidance of doubt, no Indemnitee shall be entitled to recover the amount of any Losses more than once. In the event a New Member Indemnitee or an Existing Member Indemnitee, as the case may be, recovers Losses in respect of a claim for indemnification, no other New Member Indemnitee or Existing Member Indemnitee, as applicable, may recover the same Losses in respect of a claim for indemnification under this Agreement. Without limiting the generality of the prior sentence, if a set of facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement that is subject to the indemnification obligations under Section 11.02 or Section 11.03, only one recovery of Losses shall be allowed, and in no event shall there be any individual Indemnification Claim indemnification or series duplication of related Indemnification Claims unless and until such Indemnification Claim payments or Indemnification Claims exceed recovery under different provisions of this Agreement arising out of the amount set forth in same facts, conditions or events. Notwithstanding anything to the first clause of Section 11.3(a)(i); provided that the limitation set forth contrary in this Section 11.3(a)(ii) shall not apply Agreement, for purposes of this Agreement, each representation and warranty in Article III and Article IV is given independent effect so that if a particular representation and warranty proves to Losses arising from any breach be incorrect or inaccuracy of the representations and warranties set forth in Sections 6.1, 6.2, 6.3(a), 6.5, 6.10 and 6.12 (collectivelyis breached, the “Parent Fundamental Representations”); provided, further fact that all Losses for which another representation and warranty concerning the Parent same or similar subject matter is correct or is not required to indemnify breached, whether such other representation and warranty is more general or more specific, narrower or broader or otherwise, will not affect the Stockholder Indemnitees because the associated Losses do not equal incorrectness or exceed the amount set forth in the first clause breach of Section 11.3(a)(i) shall be applied towards the Deductible under Section 11.3(b)(i)such particular representation and warranty.

Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article XI or elsewhere in this Agreement, the following terms shall apply to any claim Claim for monetary damages indemnification arising out of this Agreement or related to the Transactionstransactions contemplated hereby: (a) Mini-Basket. (i) The Stockholders will not have No Claim for indemnification under this Agreement may be asserted by any liability under Section 11.1(a)(i) in respect of any individual Indemnification Claim or series of related Indemnification Claims unless and until such Indemnification Claim or Indemnification Claims involve Losses in excess of $15,000 to any Parent Indemnitee; provided that Indemnitee following the limitation survival periods set forth in Section 11.02 (each such survival period, the first clause of this Section 11.3(a)(i) shall not apply “Cutoff Date”). Except with respect to Losses arising from any breach or inaccuracy of Claim Notice received by an Indemnitor prior to the applicable Cutoff Date, the representations and warranties set forth in of the Existing Member, the Company Fundamental Representations; providedand the New Member and the covenants and agreements of the Existing Member, further that the Stockholders will Company and the New Member, in each case, in this Agreement shall not have any liability under survive, and shall terminate on, the applicable Cutoff Date. (b) Notwithstanding anything to the contrary contained herein, no New Member Indemnitees shall be entitled to indemnification pursuant to Section 11.1(a)(i11.02, unless and until (i) in the Losses to which the New Member Indemnitees are entitled to indemnification from the Existing Member with respect of any individual Indemnification to such particular Claim or series of related Indemnification Claims for exceed $100,000.00 (the “Indemnity Threshold”) and (ii) the New Member Indemnitees have suffered Losses arising from any breach or inaccuracy Claims under Section 11.02 in excess of the representations and warranties set forth $15,710,000.00 in the first two sentences aggregate (the “Indemnity Deductible”) (it being understood that any Claim (including any related Claims) for amounts less than the Indemnity Threshold shall be ignored in determining whether the Indemnity Deductible has been exceeded), and, subject to the terms of Section 5.9(b) unless and until this Article XI, once such Indemnification Claim or Indemnification Claims involve Losses exceed the Indemnity Deductible, the New Member Indemnitees shall only be entitled to seek recovery for all such Losses in excess of $100,000 (together with the limitation set forth in the first clause of this Section 11.3(a)(i), the “Mini-Basket”)Indemnity Deductible; provided, further however, that all Losses for which the Stockholders are Indemnity Threshold and the Indemnity Deductible shall not required apply to indemnify any breach of an Existing Member and Company Fundamental Representation or any representation in Section 3.12 (Taxes). Further, other than with respect to any breach of an Existing Member and Company Fundamental Representation or covenants to be performed after the Parent Indemnitees because Closing, the associated Losses do not equal or exceed the applicable Mini-Basket set forth in this Section 11.3(a)(i) Existing Member shall nevertheless be applied towards the Deductible under Section 11.3(b)(i). (ii) The Parent will not have any liability Liability in the aggregate under Section 11.2(a11.02 in excess of an amount equal to $157,100,000.00, and the New Member Indemnitees shall have no recourse against the Existing Member with respect to any Losses pursuant to Section 11.02 in excess of such amount. For the avoidance of doubt, the foregoing limitations do not apply to Losses indemnified pursuant to Section 9.01(a) or in respect of any individual Indemnification Claim breach of a representation in Section 3.12. (c) Notwithstanding anything to the contrary contained herein: (i) no Losses related to or series arising from (A) the value or condition of related Indemnification Claims unless any Tax asset or attribute of the Company or its Affiliates or (B) the ability of the New Member or the Company or their Affiliates to utilize such Tax asset or attribute following the Closing Date, in each case, shall be subject to a claim for recovery by any New Member Indemnitee hereunder; (ii) if an Indemnitee actually realizes a Tax benefit or actually receives an amount under insurance coverage from any other Person with respect to Losses sustained at any time subsequent to any indemnification payment pursuant to this Article XI then such Indemnitee shall promptly reimburse the Indemnitor for any payment made to the Indemnitee by such Indemnitor up to such amount so realized or received by the Indemnitee; (iii) each Indemnitee shall use reasonable efforts to mitigate any indemnifiable Losses hereunder; and until such Indemnification Claim or Indemnification Claims exceed (iv) the amount set forth of any Losses subject to recovery under this Article XI by any New Member Indemnitee shall be calculated net of any amounts specifically accrued or reserved for in (and reflected on the first clause face of) the Balance Sheet. The calculation of Section 11.3(a)(i); provided that the limitation set forth in this Section 11.3(a)(ii) Losses shall not apply to include Losses arising from a change in any breach applicable Law or inaccuracy accounting principle following the Closing Date. (d) In no event shall the Existing Member have any Liability for indemnification under this Article XI for (i) any Losses to the extent such Losses are caused or initiated by any action or omission by any New Member Indemnitee or the Company or its Affiliates at the request or direction of any New Member Indemnitee, including to the extent any Losses resulted from the bad faith, gross negligence or willful misconduct of such New Member Indemnitee. For the avoidance of doubt, no New Member Indemnitee shall be entitled to recover the amount of any Losses more than once. In the event a New Member Indemnitee or an Existing Member Indemnitee, as the case may be, recovers Losses in respect of a claim for indemnification, no other New Member Indemnitee or Existing Member Indemnitee, as applicable, may recover the same Losses in respect of a claim for indemnification under this Agreement. Without limiting the generality of the representations and warranties prior sentence, if a set forth in Sections 6.1of facts, 6.2conditions or events constitutes a breach of more than one representation, 6.3(a)warranty, 6.5covenant or agreement that is subject to the indemnification obligations under Section 11.02 or 11.03, 6.10 and 6.12 (collectively, the “Parent Fundamental Representations”); provided, further that all only one recovery of Losses for which the Parent is not required to indemnify the Stockholder Indemnitees because the associated Losses do not equal or exceed the amount set forth in the first clause of Section 11.3(a)(i) shall be applied towards allowed, and in no event shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement arising out of the Deductible under Section 11.3(b)(i)same facts, conditions or events.

Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article XI or elsewhere in this Agreement, the following terms shall apply to any claim for monetary damages arising out of this Agreement or related to the Transactionstransactions contemplated hereby: (a) MiniIn no event shall any Indemnitee be entitled to assert any Claim under Section 8.1(a) or Section 8.2(b) unless such Claim is first made on or prior to the eighteen-Basketmonth anniversary of the Closing Date; provided, however, that such eighteen-month survival period shall not apply to any Claim against Seller that arises from a breach of its representation in Sections 3.14 and 3.15 or Purchaser Indemnified Taxes, which Claims may be asserted until the expiration of the statute of limitations applicable thereto; and provided, further that such eighteen-month survival period shall not apply to any Claim against Seller that arises from a breach of its representations in Sections 3.1, 3.2, 3.3, 3.6, 3.7, 3.8 or 3.9 which Claims may be asserted indefinitely. (ib) The Stockholders will not have any liability Nothing in this Agreement is intended by the Parties or shall be deemed or otherwise construed to limit Purchaser’s ability to bring or recover monetary damages for a fraud claim under Section 11.1(a)(i) the U. S. Federal securities laws against Seller based on Seller’s Knowledge of a misstatement of a material fact made by the Company through its representations and warranties contained in Article III, as qualified by the Company’s disclosure schedules. Purchaser’s sole and exclusive remedy in respect of any individual Indemnification Claim or series of related Indemnification Claims unless such fraud claim under the U.S. Federal securities laws against Seller shall be for monetary damages and until such Indemnification Claim or Indemnification Claims involve Losses in excess of $15,000 to any Parent Indemnitee; provided shall be capped at the Purchase Price. (c) The Parties agree that the limitation set forth in obligations of Purchaser to indemnify Seller pursuant to Section 8.1, on one hand, and Seller to indemnify Purchaser pursuant to Section 8.2, on the first clause other hand, shall become operative after the aggregate amount of this Section 11.3(a)(i) shall not apply to Losses arising from any breach or inaccuracy of the representations and warranties set forth in the Company Fundamental Representations; provided, further that the Stockholders will not have any liability all claims for indemnification under Section 11.1(a)(i8.1 or Section 8.2, as applicable, exceeds Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) in respect of any individual Indemnification Claim or series of related Indemnification Claims for Losses arising from any breach or inaccuracy of the representations and warranties set forth in the first two sentences of Section 5.9(b) unless and until such Indemnification Claim or Indemnification Claims involve Losses in excess of $100,000 (together with the limitation set forth in the first clause of this Section 11.3(a)(i), the “Mini-Indemnification Basket”); provided. Further, further that all Losses for which the Stockholders are not required aggregate maximum liability of Purchaser to indemnify Seller pursuant to Section 8.1, on one hand, and Seller to indemnify Purchaser pursuant to Section 8.2, on the Parent Indemnitees because other hand, shall not exceed Four Million and 00/100 Dollars ($4,000,000.00) (the associated Losses do not equal or exceed the applicable Mini-Basket set forth in this Section 11.3(a)(i) shall nevertheless be applied towards the Deductible under Section 11.3(b)(i). (ii) The Parent will not have any liability under Section 11.2(a) in respect of any individual “Indemnification Claim or series of related Indemnification Claims unless and until such Indemnification Claim or Indemnification Claims exceed the amount set forth in the first clause of Section 11.3(a)(iCap”); provided that the limitation set forth in this Section 11.3(a)(ii) any Losses arising out of or resulting from any Purchaser Indemnified Taxes shall not apply be subject to Losses arising from any breach or inaccuracy of the representations and warranties set forth in Sections 6.1, 6.2, 6.3(a), 6.5, 6.10 and 6.12 (collectively, the “Parent Fundamental Representations”); provided, further that all Losses for which the Parent is not required to indemnify the Stockholder Indemnitees because the associated Losses do not equal or exceed the amount set forth in the first clause of Section 11.3(a)(i) shall be applied towards the Deductible under Section 11.3(b)(i)such Indemnification Cap.

Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article XI XII or elsewhere in this Agreement, the following terms shall apply to any claim Claim for monetary damages indemnification arising out of this Agreement or related to the Transactionstransactions contemplated hereby: (a) Mini-Basket. No Claim for indemnification under Section 12.01(a) or Section 12.02(a) may be asserted by any Indemnitee following the eighteen (18) month anniversary of Closing Date; provided, however, that (i) The Stockholders will this survival period shall not have affect or limit any liability Claim (A) pending as of the applicable Cutoff Date (as hereinafter defined), (B) arising out of any breach of any Seller Fundamental Representation, any Buyer Fundamental Representation, or Section 3.13 or Section 4.14 (Environmental Matters), which may be asserted at any time until the thirty-six (36) month anniversary of the Closing Date, (C) for indemnification under Section 11.1(a)(i12.01(c) in respect or arising out of any individual Indemnification Claim breach of Section 3.14 and Section 4.15 (Taxes) or series Section 3.17 and Section 4.18 (Employee Benefits), which may be asserted at any time until sixty (60) days after the expiration of related Indemnification Claims unless the applicable statute of limitations (after taking into account extensions or waivers thereof), or (D) arising out of Fraud, which may be asserted indefinitely (the end of such survival periods, as applicable, in each case, the “Cutoff Date”), and until such Indemnification Claim or Indemnification Claims involve Losses in excess of $15,000 to any Parent Indemnitee; provided that the limitation set forth in the first clause of this Section 11.3(a)(i(ii) shall not apply to Losses arising from any breach or inaccuracy of the representations and warranties set forth in Section 4.12(i) shall terminate as of the Company Fundamental Representations; providedClosing, further except that in the Stockholders will event either Party receives a written assertion from a third party, or other factual information is obtained or received by either Party in writing, on or prior to the Closing, that reasonably indicates that any representation or warranty set forth in Section 4.12(i) is not have any liability under Section 11.1(a)(itrue or correct (provided that if Buyer is the receiving Party, Buyer must provide to Seller a copy of all such documentation within five (5) in respect Business Days of any individual Indemnification Claim or series of related Indemnification Claims for Losses arising from any breach or inaccuracy of receipt), then the representations and warranties set forth in Section 4.12(i) shall terminate ninety (90) days following the first two sentences Closing; provided, however, that this ninety (90) day survival period shall not affect or limit any Claim related to Section 4.12(i) pending as of the expiration of such ninety (90) day survival period. The covenants and other agreements of the Parties set forth in this Agreement to be performed on or before Closing shall expire ninety (90) days after the Closing Date and the covenants and other agreements of the Parties set forth in this Agreement or any applicable Transaction Documents to be performed after the Closing shall survive until the expiration by their terms of the obligations of the applicable Party under such covenant, including when such covenant has been fully performed, or otherwise sixty (60) days following the expiration of the applicable statute of limitations (after taking into account extensions or waivers thereof). (b) Notwithstanding anything to the contrary contained herein, no Buyer Indemnitees shall be entitled to indemnification pursuant to Section 5.9(b12.01(a) unless and until (i) the Losses to which the Buyer Indemnitees are entitled to indemnification from Seller with \\4141-5696-8778 v37 respect to such Indemnification particular Claim or Indemnification series of related Claims involve exceed $250,000 (the “Indemnity Threshold”), and (ii) the Buyer Indemnitees have suffered Losses arising from Claims under Section 12.01(a) in excess of $18,150,000 in the aggregate (the “Indemnity Deductible”) (it being understood that any Claim (including any related Claims) for amounts less than the Indemnity Threshold shall be ignored in determining whether the Indemnity Deductible has been exceeded) and, subject to the terms of this Article XII, once such Losses exceed the Indemnity Deductible, the Buyer Indemnitees shall only be entitled to seek recovery for all such Losses in excess of $100,000 (together with the limitation set forth in Indemnity Deductible; provided, however, that the first clause Indemnity Threshold and the Indemnity Deductible shall not apply to any breach of this Section 11.3(a)(i)a Seller Fundamental Representation or any claims based on Fraud. Furthermore, the Buyer Indemnitees shall have no recourse against Seller with respect to any Losses pursuant to Section 12.01(a) in excess of $181,500,000 (the “Mini-BasketCap”); provided, further however, that the Cap shall not apply to any breach of a Seller Fundamental Representation (other than Section 4.12(i) which shall be subject to the Cap) or any claims based on Fraud. Notwithstanding anything to the contrary contained herein, in no event shall Seller have any Liability under this Article XII in excess of the amount of the Base Purchase Price, except in the event of a claim based on Fraud. (c) Notwithstanding anything to the contrary contained herein: (i) any Losses hereunder shall be reduced in amount by any insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Buyer Indemnitee in connection with such Losses or any of the circumstances giving rise thereto (net of any collection costs, including any reasonable out of pocket expenses incurred in obtaining such recovery, any deductible under any insurance policy and any costs or expenses attributable to increases in insurance premiums resulting from such claims, including retroactive premium adjustments and all other costs resulting therefrom or arising in connection therewith), and Buyer and all other Buyer Indemnitees shall use commercially reasonable efforts to realize such proceeds, payments or reimbursements, as the case may be; provided, that no Buyer Indemnitee shall be required to have collected any such amounts (or have been denied payment) under its insurance policies or from third parties prior to making a claim under this Agreement. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Losses for which such Indemnitee has been indemnified hereunder, then such Indemnitee shall promptly pay to the Indemnitor a refund for any indemnification amount previously paid by such Indemnitor that such Indemnitor would not have been required to pay pursuant to Section 12.01 had such net insurance proceeds been received prior to the making of such indemnification payment by such Indemnitor, up to the amount of such net insurance proceeds so received with respect to such Losses; (ii) the amount of any Losses subject to recovery under this Article XII shall be calculated net of any Tax benefit to the Buyer Indemnitees resulting or derived from the Losses actually realized in the year of such Losses and the following two Taxable years; (iii) no Losses shall be recoverable hereunder that, once discovered and actually known by Xxxxx, the Acquired Company Group (in each case after the Closing) or the Buyer Indemnitees, could have been reasonably \\4141-5696-8778 v37 avoided through the exercise of commercially reasonable efforts to mitigate such Losses which were not taken by Xxxxx, the Acquired Company Group (in each case after the Closing) or the Buyer Indemnitees; (iv) no Losses shall be recoverable hereunder to extent such matter was taken into account (on a dollar-for-dollar basis) in determining any adjustment to the Base Purchase Price pursuant to Section 2.03; and (v) the calculation of Losses shall not include Losses arising from a change in any applicable Law or accounting principle following the Closing Date. (d) In no event shall Seller have any Liability for indemnification under this Article XII for any Losses to the extent such Losses are caused or initiated by any action taken or omission by any Buyer Indemnitee at the request or direction of any Buyer Indemnitee. For the avoidance of doubt, no Buyer Indemnitee shall be entitled to recover the amount of any Losses more than once, whether such recovery occurs pursuant to this Agreement or any other Transaction Document or otherwise. In the event a Buyer Indemnitee or a Seller Indemnitee, as the case may be, recovers Losses in respect of a claim for indemnification, no other Buyer Indemnitee or Seller Indemnitee, as applicable, may recover the same Losses in respect of a claim for indemnification under this Agreement or any other Transaction Document or otherwise. Without limiting the generality of the prior sentence, if a set of facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement that is subject to the indemnification obligations under Section 12.01 or Section 12.02 or any other Transaction Document, only one recovery of Losses shall be allowed, and in no event shall there be any duplication of indemnification or duplication of payments or recovery under different provisions of this Agreement or any other Transaction Document arising out of the same facts, conditions or events. (e) Seller hereby agrees that it will not make any claim for indemnification against Buyer or any Acquired Company Group Member by reason of the fact that Seller or any of its Affiliates or Representatives was a controlling person, director, manager, employee, or representative of the applicable Acquired Company Group Member or was serving as such for another Person at the request of an Acquired Company Group Member (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any Law, Organizational Document, contractual obligation, or otherwise) with respect to any Losses for which the Stockholders Buyer Indemnitees are entitled to indemnification from Seller pursuant to this Agreement or any other Transaction Document or that is based on any facts or circumstances that form the basis of a claim by a Buyer Indemnitee hereunder or any other Transaction Document, and Seller expressly waives any right of subrogation, contribution, advancement, indemnification, or other claim against Xxxxx and the Acquired Company Group with respect thereto. (f) Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be required to indemnify or hold harmless any Buyer Indemnitee for Taxes to the Parent Indemnitees because extent such Taxes: (i) are due to the associated Losses do not equal unavailability in any Tax period (or exceed portion thereof) beginning after the applicable Mini-Basket set forth in this Section 11.3(a)(iClosing Date of any tax basis, net operating losses, credits or other Tax attribute from a Tax period (or portion thereof) shall nevertheless be applied towards ending on or before the Deductible under Section 11.3(b)(i). Closing Date, (ii) The Parent will not have any liability under Section 11.2(aare attributable to a Tax period (or portion thereof) in respect of any individual Indemnification Claim or series of related Indemnification Claims unless and until such Indemnification Claim or Indemnification Claims exceed beginning after the amount set forth in the first clause of Section 11.3(a)(i); provided that the limitation set forth in this Section 11.3(a)(iiClosing Date, (iii) shall not apply to Losses arising result from any breach transactions or inaccuracy actions outside the ordinary course of business taken by any Acquired Company on the representations and warranties set forth in Sections 6.1Closing Date after the Closing that are not specifically \\4141-5696-8778 v37 contemplated by this Agreement, 6.2, 6.3(a), 6.5, 6.10 and 6.12 or (collectively, the “Parent Fundamental Representations”); provided, further that all Losses iv) are taken into account for which the Parent is not required to indemnify the Stockholder Indemnitees because the associated Losses do not equal or exceed the amount set forth in the first clause purposes of Section 11.3(a)(i) shall be applied towards the Deductible under Section 11.3(b)(i)determining Net Working Capital.

Limitations and Other Indemnity Claim Matters. (a) Except to the extent otherwise provided, the Company Parties shall have no obligation to indemnify the Investor Indemnitees against, or reimburse any Investor Indemnitees for, any Losses with respect to any claim (or series of related claims) under Section 7.2(a) after the aggregate amount of all payments made by the Company Parties hereunder in respect of Losses exceeds 10% of the aggregate purchase price for all Units previously purchased by the Investors pursuant to Section 2.1 and Section 3.1 of this Agreement (the “Cap”). (b) Notwithstanding clauses (a) and (b) above, to the extent the Investor Indemnitees are entitled to indemnification for Losses arising from fraud, the Company Parties shall be fully liable for such Losses without regard to the Cap. (c) In no event will any Person otherwise entitled to indemnification under this Article VII (each, an “Indemnitee”) be entitled to assert a Claim under Sections 7.1 or 7.2, as applicable, in respect of the Initial Closing or an Additional Closing (as applicable) unless such Claim is submitted in compliance with the other procedures of this Article VII on or before the first anniversary of the Initial Closing Date (with respect to Losses related to Units issued and sold at the Initial Closing) or the applicable Additional Closing Date (with respect to Losses related to Units issued and sold at such Additional Closing); provided that such one-year limitation will not apply to (i) any Claims under Section 7.1(a), Section 7.1(b), Section 7.2(b) or Section 7.2(c), which Claims in each case will survive indefinitely, or (ii) any Claims under Section 7.2(a) arising out of or related to any of the representations and warranties contained in Section 4.1(m) (Environmental Compliance), which Claims will survive until the second anniversary of the Initial Closing Date (with respect to Losses related to Units issued and sold at the Initial Closing) or the applicable Additional Closing Date (with respect to Losses related to Units issued and sold at such Additional Closing). Notwithstanding the foregoing, if a written Claim or written notice is duly given in good faith under this Article VII with respect to any representation, warranty, covenant or agreement prior to the expiration of the applicable survival period set forth in this Section 7.3(c), the Claim with respect to such representation, warranty, covenant or agreement shall continue indefinitely until such claim is finally resolved pursuant to this Article VII. (d) Notwithstanding anything to the contrary in this Article XI or elsewhere in this Agreement, the following terms shall apply no party to any claim for monetary damages arising out of this Agreement or related to the Transactions: (a) Mini-Basket. (i) The Stockholders will not shall have any liability under Section 11.1(a)(i) in respect of the aggregate for any individual Indemnification Claim Losses arising from or series of related Indemnification Claims unless and until such Indemnification Claim or Indemnification Claims involve Losses relating to this Agreement in excess of $15,000 to any Parent Indemnitee; provided that the limitation set forth in the first clause of this Section 11.3(a)(i) shall not apply to Losses arising from any breach or inaccuracy of the representations and warranties set forth in the Company Fundamental Representations; provided, further that the Stockholders will not have any liability under Section 11.1(a)(i) in respect of any individual Indemnification Claim or series of related Indemnification Claims for Losses arising from any breach or inaccuracy of the representations and warranties set forth in the first two sentences of Section 5.9(b) unless and until such Indemnification Claim or Indemnification Claims involve Losses in excess of $100,000 (together with the limitation set forth in the first clause of this Section 11.3(a)(i), the “Mini-Basket”); provided, further that all Losses for which the Stockholders are not required to indemnify the Parent Indemnitees because the associated Losses do not equal or exceed the applicable Mini-Basket set forth in this Section 11.3(a)(i) shall nevertheless be applied towards the Deductible under Section 11.3(b)(i)Commitment Amount. (ii) The Parent will not have any liability under Section 11.2(a) in respect of any individual Indemnification Claim or series of related Indemnification Claims unless and until such Indemnification Claim or Indemnification Claims exceed the amount set forth in the first clause of Section 11.3(a)(i); provided that the limitation set forth in this Section 11.3(a)(ii) shall not apply to Losses arising from any breach or inaccuracy of the representations and warranties set forth in Sections 6.1, 6.2, 6.3(a), 6.5, 6.10 and 6.12 (collectively, the “Parent Fundamental Representations”); provided, further that all Losses for which the Parent is not required to indemnify the Stockholder Indemnitees because the associated Losses do not equal or exceed the amount set forth in the first clause of Section 11.3(a)(i) shall be applied towards the Deductible under Section 11.3(b)(i).