Common use of Limitations and Other Matters Relating to Indemnification Clause in Contracts

Limitations and Other Matters Relating to Indemnification. (a) Recovery by the Buyer Indemnitees pursuant to this Agreement shall be subject to the following limitations: (i) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i), Section 9.2(h) or Section 9.2(i) (other than in respect of a Seller Fundamental Representation) unless and until the amount of indemnifiable Loss thereunder exceeds $500,000 (the “De Minimis Threshold”) (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible); (ii) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $24,281,250 (the “Deductible”), and then only to the extent of any such excess; (iii) with regard to indemnification for Losses under Section 9.2(a)(i) (other than those that are the subject of Section 9.2(h)), the Buyer Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $24,281,250; (iv) with regard to indemnification for Losses under Section 9.2(h) and Section 9.2(i), (A) the Buyer Indemnitees shall not be entitled to indemnification for any claim thereunder (other than in respect of a Seller Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $48,562,500 (the “Exclusions Indemnity Deductible”), and then only to the extent of any such excess, and (B) the Buyer Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $194,250,000. (b) Recovery by the Seller Indemnitees pursuant to this Agreement shall be subject to the following limitations: (i) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal the Deductible, and then only to the extent of any such excess; (ii) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the amount of indemnifiable Loss thereunder exceeds the De Minimis Threshold (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible); (iii) with regard to indemnification for Losses under Section 9.2(a)(i), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $24,281,250; and (iv) with regard to indemnification for Losses under Section 9.2(a)(ii), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $195,500,000.

Limitations and Other Matters Relating to Indemnification. (a) Recovery by Subject to Section 8.6(b), and other than with respect to any Claims or Losses based upon, resulting from, arising out of or relating to any breach of any Specified Seller Representation, the Seller shall not be required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnitees pursuant to this Agreement shall be subject to the following limitations: under Section 8.2(a) (i) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i), Section 9.2(h) or Section 9.2(i) (other than in respect of a Seller Fundamental Representation) unless and until the amount of indemnifiable Loss thereunder exceeds $500,000 (the “De Minimis Threshold”) (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible); (ii) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i) unless and until the aggregate amount of indemnifiable all Losses thereunder exceeds an amount equal to $24,281,250 (the “Deductible”), and then only to the extent in respect of any such excess; (iii) with regard to which indemnification for Losses otherwise may be sought under Section 9.2(a)(i8.2(a) (other than those that are based upon, resulting from, arising out of or relating to the subject of Section 9.2(h)Specified Seller Representations) exceeds $25,000,000 (the “Indemnification Threshold”), and once the Buyer Indemnitees may not recover an Indemnification Threshold has been exceeded, the Seller shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Indemnification Threshold and (ii) unless and until the amount of aggregate Losses in respect of such claims that which indemnification otherwise may be sought under Section 8.2(a) arising from any particular breach of any representation or warranty of the Seller in this Agreement exceeds $24,281,250; 100,000 (iv) with regard to indemnification for Losses under Section 9.2(h) and Section 9.2(ithe “Per Claim Threshold”), (A) provided, that, subject to Section 8.4(a)(i), once the Per Claim Threshold has been exceeded with respect to any such particular breach, the Seller shall be required to indemnify, defend, hold harmless, pay and reimburse the Buyer Indemnitees for all such Losses with respect to such particular breach from the first dollar, including any such Losses that were taken into account in determining whether the Per Claim Threshold had been satisfied. (b) Subject to Section 8.6(b), and other than with respect to any Claims or Losses based upon, resulting from, arising out of or relating to any breach of any Specified Seller Representation, the Seller shall not be entitled required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnitees under Section 8.2(a) from and after such time when the aggregate amount of all Losses paid to Buyer Indemnitees in respect of indemnification for any claim thereunder under Section 8.2(a) (other than in with respect to any Claims or Losses based upon, resulting from, arising out of a or relating to any breach of any Specified Seller Fundamental Representation) exceeds $200,000,000 (the “Cap”). (c) Subject to Section 8.6(b), and other than with respect to any Claims or Losses based upon, resulting from, arising out of or relating to any breach of any Specified Buyer Representation, the Buyer shall not be required to indemnify, defend, hold harmless, pay or reimburse the Seller Indemnitees under Section 8.3(a) (i) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $48,562,500 (the “Exclusions Indemnity Deductible”), and then only to the extent of any such excess, and (B) the Buyer Indemnitees may not recover an amount of aggregate all Losses in respect of such claims that exceeds $194,250,000. which indemnification otherwise may be sought under Section 8.3(a) (b) Recovery by the Seller Indemnitees pursuant to this Agreement shall be subject other than those based upon, resulting from, arising out of or relating to the following limitations: (iSpecified Buyer Representations) exceeds the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal the DeductibleIndemnification Threshold, and then once the Indemnification Threshold has been exceeded, the Buyer shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the extent of any such excess; Indemnification Threshold and (ii) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the amount of indemnifiable Loss thereunder exceeds the De Minimis Threshold (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible); (iii) with regard to indemnification for Losses under Section 9.2(a)(i), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of which indemnification otherwise may be sought under Section 8.3(a) arising from any particular breach of any representation or warranty of the Buyer in this Agreement exceeds the Per Claim Threshold, provided, that, subject to Section 8.4(a)(i), once the Per Claim Threshold has been exceeded with respect to any such claims particular breach, the Buyer shall be required to indemnify, defend, hold harmless, pay and reimburse the Seller Indemnitees for all such Losses with respect to such particular breach from the first dollar, including any such Losses that exceeds $24,281,250; andwere taken into account in determining whether the Per Claim Threshold had been satisfied. (ivd) Subject to Section 8.6(b) (other than those based upon, resulting from, arising out of or relating to the Specified Buyer Representations), the Buyer shall not be required to indemnify, defend, hold harmless, pay or reimburse the Seller Indemnitees under Section 8.3(a) from and after such time when the aggregate amount of all Losses paid by the Buyer to Seller Indemnitees in respect of indemnification under Section 8.3(a) (other than those based upon, resulting from, arising out of or relating to the Specified Buyer Representations) exceeds the Cap. (e) Subject to Section 8.6(b), in no event shall the Buyer or the Seller be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party under this Article VIII, or otherwise be liable in connection with regard this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby, for any Losses that constitute punitive, incidental, consequential, special, exemplary or indirect damages, damages for lost profits or other multiplier-based damages; provided, however, that (x) except for punitive damages (and special or exemplary damages to the extent they are punitive in nature), the foregoing limitations set forth in this Section 8.4(e) shall not apply to Losses to the extent such Losses were reasonably foreseeable in connection with the relevant breach and (y) none of the foregoing limitations set forth in this Section 8.4(e) shall apply to any such Losses if any Indemnified Party is held liable for such Losses in connection with a Third-Party Claim. (f) For the purposes of determining whether a representation or warranty is inaccurate or has been breached for the purposes of Section 8.2(a) or Section 8.3(a) and calculating the amount of Losses related thereto, any qualification as to materiality, “Material Adverse Effect” or any other similar qualification or standard contained in Article III or Article IV of this Agreement or in any certificate or other instrument delivered pursuant to this Agreement shall be disregarded (it being understood that the word “Material” in the defined term “Material Contract(s)” and the qualification as to “Material Adverse Effect” contained in Section 3.8(b) shall not be disregarded for such purpose). (g) Notwithstanding anything to the contrary herein, the rights and remedies of the Indemnified Parties shall not be limited by the fact that any Indemnified Party (i) had actual or constructive knowledge (regardless of whether such knowledge was obtained through such Indemnified Party’s own investigation or through disclosure by the other Party, its Representatives or any other Person) of any breach, event or circumstance, whether before or after the execution and delivery of this Agreement or the Closing or (ii) waived any condition to the Closing set forth in Article VI. (h) The amount of any Losses payable under Article VIII by the Indemnifying Party shall be net of any amounts recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then the Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Party in connection with providing such indemnification payment up to the amount actually received by the Indemnified Party (less any reasonable cost or expense actually incurred by the Indemnified Party in obtaining such recovery). The Indemnified Party shall use its reasonable best efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Losses payable under Article VIII. (i) If the Indemnifying Party’s indemnification obligation under Article VIII arises in respect of the payment of any Losses which makes allowable to the Indemnified Party, any of its Affiliates or, in the case of Buyer, effective upon the Closing, the Companies, any deduction, amortization, exclusion from income or other allowance which would not, but for the payment of such Losses, be allowable, and such allowance is actually utilized by the Indemnified Party or any of its Affiliates to reduce cash Tax liability prior to the seventh anniversary of the Closing Date, then the Indemnified Party shall pay to the Indemnifying Party an amount equal to the Tax benefit resulting therefrom if, as and when such Tax benefit is actually realized in cash or a reduction in Taxes otherwise due. (j) Notwithstanding anything contained herein to the contrary, no Indemnified Party shall be entitled to indemnification for Losses any amounts taken into account in determining or as an adjustment to the Purchase Price pursuant to the terms of Section 2.5. (k) No Party shall be entitled to reimbursement under Section 9.2(a)(ii), any provision of this Agreement for any amount to the extent such Party has previously been actually reimbursed for the same amount under any other provision of this Agreement or any Ancillary Agreement. (l) The maximum aggregate liability of the Seller Indemnitees may shall not recover exceed an amount equal to the Purchase Price actually received by the Seller pursuant to this Agreement. (m) Any payment under this Article VIII shall be treated by the Parties for U.S. federal, state, local and non-U.S. income Tax purposes as a purchase price adjustment unless otherwise required by applicable Law. (n) Any amounts paid by the Seller pursuant to Section 8.2(a) shall be paid in cash or, at the Seller’s election, in Buyer Common Stock issued to the Seller at Closing valued per share for this purpose at the higher of aggregate Losses in respect (i) $71.80 and (ii) the volume weighted average price per share of Buyer Common Stock on NASDAQ for the 15 consecutive trading days ending on the trading day immediately preceding the payment of such claims amount by the Seller to Buyer. The Seller acknowledges that exceeds $195,500,000the Buyer may be in possession of material nonpublic information regarding itself and its financial results at the time of any such election and that the Buyer would be under no obligation to disclose any such information to the Seller.

Limitations and Other Matters Relating to Indemnification. (a) Recovery Notwithstanding anything in this Agreement to the contrary, no indemnification claims for Losses shall be asserted by the Buyer Indemnitees pursuant to this Agreement or the Seller Indemnitees, respectively, (and the Seller or the Buyer, respectively, shall be subject to have no indemnification obligation) under, (x) in the following limitations:case of Losses indemnifiable by the Seller, Section 10.2(a) and (y) in the case of Losses indemnifiable by the Buyer, Section 10.3(a): (i) the Buyer Indemnitees shall not be entitled to indemnification for unless any claim under Section 9.2(a)(i), Section 9.2(h) such individual Loss or Section 9.2(i) (other than in respect group or series of a Seller Fundamental Representation) unless and until the amount of indemnifiable Loss thereunder related Losses exceeds $500,000 [* * *] (the “De Minimis Threshold”) (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible);; and (ii) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i) unless and until the aggregate amount of indemnifiable all such Losses thereunder exceeds an amount equal to (excluding any individual Loss or group or series of related Losses that do not exceed the De Minimis Threshold) exceed $24,281,250 [* * *] (the “Deductible”), and then only to the extent of any such excess; (iii) with regard to indemnification for Losses under Section 9.2(a)(i) (other than those that are the subject of Section 9.2(h)), in which event the Buyer Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $24,281,250; (iv) with regard to indemnification for Losses under Section 9.2(h) and Section 9.2(i)or Seller Indemnitees, (A) the Buyer Indemnitees as applicable, shall not be entitled to indemnification for all such Losses in excess of the Deductible; provided, that the De Minimis Threshold shall continue to apply; provided, that the De Minimis Threshold and the Deductible shall not apply to any claim thereunder Losses indemnified under Section 10.2(a) or Section 10.3(a) (other than as applicable) in respect of a common law fraud or the Seller Fundamental RepresentationRepresentations or the Buyer Fundamental Representations. (b) unless and until The aggregate liability of the aggregate amount of indemnifiable Seller or the Buyer (as applicable) for any Losses thereunder exceeds indemnified under Section 10.2(a) or Section 10.3(a) (as applicable), shall not exceed an amount equal to $48,562,500 [* * *] (the “Exclusions Indemnity DeductibleCap”); provided, and then only that the Cap shall not apply to any Losses indemnified under Section 10.2(a) or Section 10.3(a) (as applicable) in respect of common law fraud or the Seller Fundamental Representations or the Buyer Fundamental Representations. (c) The aggregate liability of the Seller or the Buyer (as applicable) for any Losses indemnified under Section 10.2 or Section 10.3 (as applicable), shall not exceed $[* * *]; provided that, notwithstanding anything to the contrary in this Section 10.4, the aggregate liability of the Seller or the Buyer (as applicable) shall not be limited whatsoever in respect of any Losses arising out of (i) common law fraud, or (ii) any Losses indemnified under Section 10.2(d), Section 10.3(c) or Section 10.3(d). (d) Notwithstanding anything in this agreement to the contrary, in no event shall the Buyer or the Seller be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party under this Article 10 for (i) any punitive or exemplary damages except to the extent such Losses are found by a court of competent jurisdiction to be owed to any Person (other than a Buyer Indemnitee or a Seller Indemnitee (as applicable) in connection with this Agreement) in connection with a Third Party Claim or (ii) any special, consequential or indirect damages, except to the extent that such Losses are reasonably foreseeable or are found by a court of competent jurisdiction to be owed to any Person (other than a Buyer Indemnitee or a Seller Indemnitee (as applicable) in connection with this Agreement) in connection with a Third Party Claim. The limitations on liability in this Section 10.4(d) shall not apply to the indemnity in Section 10.2(d)(ii). (e) The amount of any such excessLosses that are subject to indemnification, and (B) compensation or reimbursement under this Article 10 shall be reduced by the Buyer Indemnitees may not recover an amount of aggregate Losses any insurance proceeds actually received by the Indemnified Party, net of any increased insurance premiums and reasonable and documented costs of recovery in respect of such claims that exceeds $194,250,000Losses (collectively “Third Party Payments”). If an Indemnified Party receives any Third Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to such Third Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses, net of any increased insurance premiums and reasonable and documented costs of recovery. The Indemnified Party shall use commercially reasonable efforts to mitigate Losses. (bf) Recovery For the purposes of determining whether a breach has occurred and for calculating Losses pursuant to Section 10.2(a) or Section 10.3(a) (as applicable), the representations and warranties given by the Seller Indemnitees pursuant or the Buyer (as applicable) will be deemed to this Agreement shall be subject have been made without the inclusion of limitations or qualifications as to materiality, such as the following limitations:words or expressions “material”, “materially”, “immaterial”, “in all material respects” or words or expressions of similar import. (ig) If, at any time on or after the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal the Deductible, and then only to the extent of any such excess; (ii) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the amount of indemnifiable Loss thereunder exceeds the De Minimis Threshold (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible); (iii) with regard to indemnification for Losses under Section 9.2(a)(i)Closing Date, the Seller Indemnitees may not recover an amount of aggregate Losses or the Seller’s accountants or other advisors reasonably conclude that the Relevant Tax Matter described in respect of such claims that exceeds $24,281,250; and (ivSection 10.2(d)(i) with regard or any action taken by any Governmental Authority in related thereto is likely to indemnification for Losses under Section 9.2(a)(ii)have any effect on a Purchased Asset or the Buyer, the Seller Indemnitees may not recover shall promptly (and on an amount ongoing basis) provide the Buyer with such information and documents in order to reasonably enable the Buyer to obtain an understanding of aggregate Losses in respect the effect on the Purchased Asset or the Buyer, without consideration of such claims that exceeds $195,500,000Seller’s indemnification obligations as to Buyer’s potential liabilities.

Limitations and Other Matters Relating to Indemnification. (a) Recovery Notwithstanding anything to the contrary in this Article 9, except in the case of Seller or its Affiliates’ Fraud, (i) Seller shall not have any liability to Buyer Indemnitees pursuant to Section 9.2(b) for Losses unless and until such Losses borne by the Buyer Indemnitees exceed $3,225,000, in which case Seller shall be responsible for all such additional Losses up to a cap of $3,225,000 (i.e., Seller shall be responsible for all such Losses from $3,225,000 up to $6,450,000 of such total Losses) and (ii) Seller shall not have any liability to Buyer Indemnitees pursuant to this Agreement shall be subject to the following limitations: (i) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i), Section 9.2(h) or Section 9.2(i9.2(g) (other than in respect of a Seller Fundamental Representationitem 1 on Exhibit E) for Losses unless and until the amount of indemnifiable Loss thereunder exceeds $500,000 (the “De Minimis Threshold”) (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible); (ii) Losses borne by the Buyer Indemnitees exceed, in the case of each of items 2, 3 and 4 on Exhibit E, $1,000,000 per such item and in the case of items 2, 3 and 4 in the aggregate, in no event shall not Seller be entitled responsible for such Losses pursuant to indemnification for any claim under Section 9.2(a)(i9.2(g) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds in an amount equal to in excess of $24,281,250 (the “Deductible”), and then only to the extent of any such excess; (iii) with regard to indemnification for Losses under Section 9.2(a)(i) (other than those that are the subject of Section 9.2(h)), the Buyer Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $24,281,250; (iv) with regard to indemnification for Losses under Section 9.2(h) and Section 9.2(i), (A) the Buyer Indemnitees shall not be entitled to indemnification for any claim thereunder (other than in respect of a Seller Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $48,562,500 (the “Exclusions Indemnity Deductible”), and then only to the extent of any such excess, and (B) the Buyer Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $194,250,0005,000,000. (b) Recovery The amount of any Losses that are subject to indemnification, compensation or reimbursement under this Article 9 shall be reduced by the Seller Indemnitees amount of any insurance proceeds (including the R&W Insurance Policy proceeds) and any indemnity, contribution or other similar payment (including net cash Tax benefits), actually received by the Indemnified Party following such Indemnified Party’s commercially reasonable efforts to recover, in respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses (“Third-Party Payments”), net of the out-of-pocket cost or expense (including Taxes) to recover or as a result of the receipt of such payment and to the extent exceeding any deductible, de minimis or other amount not recoverable from the Indemnifying Party hereunder. If an Indemnified Party receives any Third-Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within three (3) Business Days after receiving such Payment) pay to the Indemnifying Party the excess, if any, of (i) the amount the Indemnified Party actually received from the Indemnifying Party in respect of such Losses over (ii) the amount the Indemnified Party would have received from the Indemnifying Party in respect of such Losses pursuant to this Agreement had such Third-Party Payment been received prior to the Indemnified Party being indemnified hereunder. (c) For the purposes of the prior paragraph, an Indemnified Party shall be subject deemed to have “actually realized” a Tax benefit in respect of a Loss to the following limitations: extent that, and at such time as, either (i) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an Taxes (other than estimated Taxes) paid by the Indemnified Party or any of its Affiliates (including, in the case of Buyer, the Acquired Group Companies) during the taxable year the Loss is realized and the following taxable year is reduced below the amount equal of Taxes that such Persons would have been required to pay but for the DeductibleLoss, and then only to the extent of any such excess; or (ii) the Loss is carried back to a prior Tax period and results in receipt of a cash Tax refund that would otherwise be for the benefit of Buyer (taking into account the provision of this Agreement). (d) Each of Buyer and Seller Indemnitees shall (and shall cause their respective Affiliates to) use commercially reasonable efforts to mitigate and minimize any Losses subject to indemnification pursuant to this Article 9 and promptly upon becoming aware of any event or circumstance that could reasonably be expected to constitute or give rise to such Losses. (e) Notwithstanding anything in this Agreement to the contrary, for purposes of determining whether any representation or warranty has been breached and the amount of Losses arising therefrom, each representation and warranty in this Agreement and the schedules and exhibits hereto shall be read without regard and without giving effect to the terms “material,” “in all material respects,” “Material Adverse Effect,” “except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect” or similar words or phrases contained in such representation or warranty (as if such words or phrases were deleted from such representation and warranty), except as they are used in Section 3.7(b) and the definition of “Material Contract”. (f) Notwithstanding anything to the contrary herein, in no event shall Buyer or Seller be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for Losses under this Article 9 to the extent such Losses were taken into account in the determination of the Final Adjustment Report pursuant to Section 2.4. (g) Notwithstanding anything to the contrary contained herein, no Buyer Indemnitee shall be entitled to indemnification reimbursement or other recover under this Article 9 for any claim amount to the extent any Buyer Indemnitee has already been indemnified or reimbursed for such amount under Section 9.3(a)(i) unless and until the amount any other provisions of indemnifiable Loss thereunder exceeds the De Minimis Threshold (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible); (iii) with regard to indemnification for Losses under Section 9.2(a)(i), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $24,281,250; and (iv) with regard to indemnification for Losses under Section 9.2(a)(ii), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $195,500,000this Agreement.

Limitations and Other Matters Relating to Indemnification. (a) Recovery With respect to indemnification by Seller under Section 7.2(a) except in respect of breaches of the Buyer Indemnitees pursuant to this Agreement shall be subject to Seller Fundamental Representations or the following limitationsrepresentations contained in Section 3.21: (i) the Buyer Indemnitees Seller shall not be entitled to indemnification liable for any breach of such representation or warranty of Seller attributable to a single claim under Section 9.2(a)(i)or all claims arising from the same or substantially related facts, Section 9.2(h) events or Section 9.2(i) circumstances (other than in respect of a Seller Fundamental Representationx) unless and until the amount of indemnifiable Loss thereunder Damages (excluding costs and expenses of the Purchaser Indemnitees incurred in connection with making such claim under this Agreement) actually incurred by the Purchaser Indemnitees for such breach exceeds $500,000 200,000 (the “De Minimis ThresholdMini-Basket”) (and no and, if such Loss at or below Damages do not exceed the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible); (ii) the Buyer Indemnitees Mini-Basket, then such Damages shall not be entitled applied to indemnification or considered for any claim under Section 9.2(a)(i) unless and until purposes of calculating the aggregate amount of Damages under the following clause (y) (but if such Damages do exceed the Mini-Basket, then the full amount of such Damages, from the first Dollar, shall be indemnifiable Losses thereunder to the extent they are otherwise payable in accordance with clause (y) and shall be included in the calculation of the aggregate amount of Damages under clause (y)); (y) unless the aggregate amount of Damages (excluding costs and expenses of the Purchaser Indemnitees incurred in connection with making such claim under this Agreement) actually incurred by the Purchaser Indemnitees for all such breaches exceeds an amount equal to $24,281,250 one percent (1%) of the Purchase Price (the “Deductible”), and then only to the extent such aggregate Damages exceed such amount; and (z) in no event shall Seller’s aggregate liability exceed ten percent (10%) of any such excess;the Purchase Price (the “Indemnification Threshold”). (iiib) with regard With respect to indemnification for Losses by Seller under Section 9.2(a)(i) (other than those that are the subject of Section 9.2(h))7.2, the Buyer Indemnitees may not recover an amount of aggregate Losses except in respect of claims of Fraud against the Person committing such claims that exceeds $24,281,250;Fraud, Seller’s aggregate liability hereunder shall not exceed the Purchase Price. | (ivc) with regard With respect to indemnification for Losses by Purchaser under Section 9.2(h7.3(a) and Section 9.2(i), except in respect of breaches of the Purchaser Fundamental Representations: (Ai) the Buyer Indemnitees Purchaser shall not be entitled to indemnification liable for any breach of such representation or warranty of Purchaser attributable to a single claim thereunder or all claims arising from the same or substantially related facts, events or circumstances (other than in respect of a Seller Fundamental Representationx) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $48,562,500 Damages (excluding costs and expenses of the “Exclusions Indemnity Deductible”), and then only to the extent of any Seller Indemnitees incurred in connection with making such excess, and (Bclaim under this Agreement) the Buyer Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $194,250,000. (b) Recovery actually incurred by the Seller Indemnitees pursuant to this Agreement shall be subject to for such breach exceeds the following limitations: (i) Mini-Basket and, if such Damages do not exceed the Seller Indemnitees Mini-Basket, then such Damages shall not be entitled applied to indemnification or considered for any claim under Section 9.3(a)(i) unless and until purposes of calculating the aggregate amount of indemnifiable Losses thereunder Damages under the following clause (y); (y) unless the aggregate amount of Damages (excluding costs and expenses of the Seller Indemnitees incurred in connection with making such claim under this Agreement) actually incurred by the Seller Indemnitees for all such breaches exceeds an amount equal the Deductible, and then only to the extent of any such excess; aggregate Damages exceed such amount; and (iiz) in no event shall Purchaser’s aggregate liability exceed the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the amount of indemnifiable Loss thereunder exceeds the De Minimis Threshold (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible); (iii) with regard to indemnification for Losses under Section 9.2(a)(i), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $24,281,250; and (iv) with regard to indemnification for Losses under Section 9.2(a)(ii), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $195,500,000Indemnification Threshold.

Limitations and Other Matters Relating to Indemnification. (a) Recovery by Other than with respect to any claims for indemnification or Losses based upon, resulting from, arising out of or relating to any inaccuracy in or breach of any Seller Fundamental Warranties, Seller shall not be required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnitees pursuant to this Agreement shall be subject to the following limitations: (i) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i), Section 9.2(h9.2(a) or Section 9.2(i) (other than in respect of a Seller Fundamental Representation) unless and until the amount of indemnifiable Loss thereunder exceeds $500,000 (the “De Minimis Threshold”) (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible); (ii) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i9.2(c) unless and until the aggregate amount of indemnifiable all Losses thereunder in respect of indemnification under Section 9.2(a) (other than claims based upon, resulting from, arising out of or relating to Seller Fundamental Warranties) and Section 9.2(c) exceeds an amount equal to $24,281,250 R$17,500,000 (the “DeductibleIndemnification Threshold”), and then only once the Indemnification Threshold has been exceeded, Seller shall be required to indemnify, defend, hold harmless, pay and reimburse for all such Losses in excess of the Indemnification Threshold (subject to the extent limitations set forth in Section 9.4(b)). Unless and until the amount of Losses in respect of any such excess; (iii) with regard to individual indemnification for Losses claim under Section 9.2(a)(i9.2(a) (other than those that are claims based upon, resulting from, arising out of or relating to Seller Fundamental Warranties) or Section 9.2(c) arising from any particular inaccuracy in or breach of any representation or warranty of Seller in this Agreement exceeds R$125,000 (the subject of Section 9.2(h)“Per Claim Threshold”), such Losses below the Per Claim Threshold shall not be counted toward the Indemnification Threshold. (b) Seller shall not be required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnitees may not recover an under Section 9.2(a) (other than claims based upon, resulting from, arising out of or relating to Seller Fundamental Warranties) or Section 9.2(c) from and after the aggregate amount of aggregate all Losses in respect of such claims that exceeds $24,281,250; (iv) with regard to indemnification for Losses under Section 9.2(h9.2(a) and Section 9.2(i9.2(c) exceeds fifteen percent (15%) of (x) the Purchase Price plus (y) the Earn-Out Amount, if any (the “Indemnification Cap”); provided, that the cumulative indemnification obligations of Seller under Section 9.2(a), Section 9.2(b) and Section 9.2(c) will not exceed the Purchase Price. (Ac) the Other than with respect to any claims for indemnification or Losses based upon, resulting from, arising out of or relating to any inaccuracy in or breach of any Buyer Indemnitees Fundamental Warranties, Buyer shall not be entitled required to indemnification for any claim thereunder (other than in respect of a indemnify, defend, hold harmless, pay or reimburse the Seller Fundamental RepresentationIndemnitees under Section 9.3(a) unless and until the aggregate amount of indemnifiable all Losses thereunder in respect of indemnification under Section 9.3(a) (other than claims based upon, resulting from, arising out of or relating to Buyer Fundamental Warranties) exceeds the Indemnification Threshold, and once the Indemnification Threshold has been exceeded, Buyer shall be required to indemnify, defend, hold harmless, pay and reimburse for all such Losses in excess of the Indemnification Threshold (subject to the limitations set forth in Section 9.4(d)). Unless and until the amount of Losses in respect of indemnification under Section 9.3(a) (other than claims based upon, resulting from, arising out of or relating to Buyer Fundamental Warranties), arising from any particular inaccuracy in or breach of any representation or warranty of Buyer in this Agreement exceeds the Per Claim Threshold, such Losses below the Per Claim Threshold shall not be counted toward the Indemnification Threshold. (d) Buyer shall not be required to indemnify, defend, hold harmless, pay or reimburse the Seller Indemnitees under Section 9.3(a) (other than claims based upon, resulting from, arising out of or relating to Buyer Fundamental Warranties) from and after the aggregate amount of all Losses in respect of indemnification under Section 9.3(a) exceeds the Indemnification Cap; provided, that the cumulative indemnification obligations of Buyer under this Agreement will not exceed the Purchase Price. (e) The amount of any Losses that are subject to indemnification, compensation or reimbursement under this Article 9 shall be reduced by the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses (“Third-Party Payments”), provided, however, that any such reduction shall be calculated net of any Taxes imposed on such Third-Party Payments. If an Indemnified Party receives any Third-Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving such payment) pay to the Indemnifying Party an amount equal to $48,562,500 such Third-Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses, in each case, net of any Taxes imposed on such Third-Party Payments that reduced such payment in accordance with the previous sentence. The Indemnified Party shall use its commercially reasonable efforts to recover under (but not maintain) insurance policies or indemnity, contribution or other similar agreements other than this Agreement for any Losses to the same extent such Party would if such Losses were not subject to indemnification, compensation or reimbursement hereunder; provided, that neither Buyer nor any of its Affiliates (including following the Closing, the Acquired Companies) shall have any obligation to assert or pursue any claim against any customer or supplier. No Indemnifying Party shall have any right to subrogation as a result of any payment pursuant to this Article 9. (f) If any indemnity payments under this Agreement are subject to Tax, the party making such payment shall increase the amount payable as necessary so that the amount to be received or retained by the recipient shall be equal to the sum it would have received or retained, after taking into account any Tax Offset under Section 9.4(g), had no such Tax been imposed. (g) The amount of any Losses that are subject to indemnification, payment or reimbursement under this Article 9 shall be reduced by an amount equal to any refund or credit of Taxes, or any Tax benefit or reduction, in each case actually realized as a result of such Losses by the Indemnified Party (each, a “Exclusions Indemnity DeductibleTax Offset”), and then only . The Indemnified Party shall be deemed to have “actually realized” a Tax Offset to the extent that, and at such time as, the amount of current cash Taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of Taxes that such Persons would have been required to pay but for the Tax Offset. If a Tax Offset is actually realized by an Indemnified Party with respect to any Losses for which it has previously been indemnified by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within three (3) Business Days after such Tax Offset is actually realized) pay to the Indemnifying Party an amount equal to such actually realized Tax Offset or, if it is a lesser amount, the amount of such previously indemnified Losses. If a Tax Offset is reasonably available to an Indemnified Party in connection with any such excessLosses, and (B) the Buyer Indemnitees may not recover an amount of aggregate Losses in respect of Indemnified Party shall use commercially reasonable efforts to cause such claims that exceeds $194,250,000Tax Offset to be actually realized. (bh) Recovery For the purposes of determining whether a breach has occurred for purposes of Section 9.2(a) and calculating the amount of Losses related thereto, any qualification as to materiality or “Company Material Adverse Effect” contained in Article 3 of this Agreement or in any certificate or instrument delivered by the or on behalf of Seller Indemnitees pursuant to this Agreement shall be subject disregarded (it being understood that the word “Material” in the defined term “Material Contract” and the qualification as to the following limitations:“Company Material Adverse Effect” contained in Section 3.8(a)(ii) shall not be disregarded for any such purpose). (i) Each of Buyer and Seller shall (and shall cause its Affiliates, including the Acquired Companies, to) use commercially reasonable efforts to mitigate its Losses subject to indemnification pursuant to this Article 9 promptly upon becoming aware of any event or circumstance that could reasonably be expected to constitute or give rise to such Losses. To the extent an Indemnified Party fails to use its commercially reasonable efforts to so mitigate an indemnifiable Loss, the Indemnifying Party shall not have liability for the portion of such Loss that reasonably could have been avoided had the Indemnified Party made such efforts. Notwithstanding anything to the contrary in this Agreement, Seller Indemnitees shall have no obligation to indemnify, defend or hold harmless any Buyer Indemnitee for Losses resulting from or in connection with any adjustments or changes made to the employment status, labor relationships or regimes of any of the Acquired Companies’ directors, officers, employees, personnel or independent contractors after the Closing Date. (j) Notwithstanding anything to the contrary herein, the representations, warranties, covenants and agreements of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be entitled affected or deemed waived solely by reason of (i) any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) (other than, in the case of indemnification pursuant to Section 9.2(a) or Section 9.3(a), with respect to any matter disclosed in this Agreement, the Seller Disclosure Schedules, any Ancillary Agreement, any Exhibit or any certificate delivered to Buyer in connection herewith or therewith), (ii) the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate (other than, in the case of indemnification pursuant to Section 9.2(a) or Section 9.3(a), with respect to any matter disclosed in this Agreement, the Seller Disclosure Schedules, any Ancillary Agreement, any Exhibit or any certificate delivered to Buyer in connection herewith or therewith), or (iii) the Indemnified Party’s waiver of any condition set forth in Section 7.2 or Section 7.3, as applicable. (k) Notwithstanding anything to the contrary herein, in no event shall Buyer or Seller be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for any Losses under this Article 9 to the extent (and solely to such extent) such Losses (i) were included in the calculation of the Final Adjustment Report pursuant to Section 2.4; provided, however, that this clause (i) shall apply as a limitation on a claim under Section 9.3(a)(i9.2(d) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal the Deductible, and then only to the extent that the relevant Seller Tax reduced Closing Net Working Capital, (ii) relate to contingencies for labor and civil litigation existing as of the Balance Sheet Date and deemed as “probable”, “possible” or “remote” for purposes of the preparation of the Financial Statements, or (iii) were reserved for or reflected in the Financial Statements as Losses or Liabilities of the Business; provided, however, that this clause (iii) shall not apply (A) to any Losses or Liabilities of the Excluded Business, or (B) to any current liability that was included in the Financial Statements, but not the calculation of Closing Net Working Capital. (l) In respect of any Losses subject to the indemnification provided in (i) Section 9.2(a) to the extent related to a breach of the representations and warranties contained in Section 3.16 (Environmental Matters) or (ii) Section 9.2(c) to the extent related to Environmental and Permits Special Liability (an “Environmental Claim”): (i) Seller shall not be responsible and shall not be obligated to indemnify any Buyer Indemnitee for Losses to the extent such excess;Losses were caused, triggered or increased by (A) any Release or presence of or exposure to a Hazardous Material caused by an act or omission of Buyer or its Affiliates (including the Acquired Companies) subsequent to the Closing Date; (B) any changes in Environmental Law coming into effect subsequent to the Closing Date; (C) any change in use classification of a subject site subsequent to the Closing as a result of actions taken by Buyer or the Acquired Companies; (D) any decommissioning, demolition, closure or shutdown of a facility or a unit at a subject site subsequent to the Closing; (E) any investigation, sampling, analysis or testing relating to Hazardous Materials conducted after the Closing, except to the extent (1) required by applicable Environmental Law or by a Governmental Body or (2) required or advisable to be conducted in response to a Third-Party Claim; or (F) any oral or written communication, notice, report or other submission of data, information or documents by Buyer or the Acquired Companies to a Governmental Body or Third Party, except to the extent such communication, notice, report or other submission is required by applicable Environmental Law. (ii) the With respect to such Losses that relate to Corrective Action: (A) Seller Indemnitees shall not only be entitled to indemnification liable for any claim Losses to the extent such Corrective Action is required by applicable Environmental Law and is conducted in the least costly manner reasonably available that does not unreasonably interfere with the operation of the business, and to the extent allowed under applicable Environmental Law or any settlement or resolution with any Governmental Authority, uses the least stringent environmental clean-up standards that are based upon the use classification (e.g., industrial) of the relevant subject site as of the Closing Date, including, if applicable, the use of risk-based remedies, engineering controls and land use restrictions; provided, that, solely to the extent that Seller consents to the use of risk-based remedies, engineering controls or land use restrictions (such consent not to be unreasonably withheld, delayed or conditioned), Seller shall be liable for the operation and maintenance costs incurred with respect to any such risk-based remedies, engineering controls and land use restrictions until the expiration of any indemnification obligation of Seller with respect to a breach of the representations and warranties of Section 3.16 (Environmental Matters) under Section 9.3(a)(i9.2(a) unless or Environmental and until the amount of indemnifiable Loss thereunder exceeds the De Minimis Threshold (and no such Loss at or below the De Minimis Threshold Permits Special Liability under Section 9.2(c); provided, further, that if Seller does not so consent, Seller shall be applied toward responsible for any applicable Losses to take the Deductiblenext least costly Corrective Action that (x) satisfies applicable Environmental Law, (y) does not use risk-based remedies, engineering controls or land use restrictions and (z) otherwise complies with this Section 9.4(l)(ii)(A);. (iiiB) with regard Subject to indemnification for Losses under Section 9.2(a)(iclause (l)(ii)(A), Buyer and its Affiliates shall have the right to control the implementation and management of any such Corrective Action; provided, that (x) Buyer and its Affiliates shall provide all material documents, including all material correspondence with Governmental Bodies, with respect to such Corrective Action to Seller, including providing Seller Indemnitees may not recover an amount any material submissions to any Governmental Body in advance of aggregate Losses their submission for Seller’s review and comment, any such comment to be considered in respect of good faith by the Buyer and its Affiliates and (y) any contractor, consultant, engineer or other party retained to assist with, advise on or conduct such claims that exceeds $24,281,250; and (iv) with regard to indemnification for Losses under Section 9.2(a)(ii)Corrective Action shall be mutually agreed upon by Buyer and its Affiliates, on one hand, and Seller, on the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $195,500,000other hand.

Limitations and Other Matters Relating to Indemnification. (a) Recovery by the Buyer Indemnitees pursuant to this Agreement No Seller shall be subject required to indemnify, defend or hold harmless, the following limitations: (i) the Buyer Purchaser Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i), Section 9.2(h) or Section 9.2(i) (other than in respect of a Seller Fundamental Representation) unless and until the amount of indemnifiable Loss thereunder exceeds $500,000 (the “De Minimis Threshold”) (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible); (ii) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i7.2(a) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $24,281,250 (the “Deductible”), and then only to the extent of any such excess; (iii) with regard to indemnification for Losses under Section 9.2(a)(i) (other than those that are the subject of Section 9.2(h)), the Buyer Indemnitees may not recover an amount of aggregate all Losses in respect of such claims that indemnification under Section 7.2(a) exceeds $24,281,250; 200,000 (iv) with regard to indemnification for Losses under Section 9.2(h) and Section 9.2(ithe “Seller Indemnification Threshold”), (A) . In the Buyer Indemnitees shall not be entitled to indemnification for any claim thereunder (other than in respect of a Seller Fundamental Representation) unless and until event that the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $48,562,500 (the “Exclusions Indemnity Deductible”), and then only to the extent of any such excess, and (B) the Buyer Indemnitees may not recover an amount of aggregate all Losses in respect of such claims that indemnification under Section 7.2(a) exceeds $194,250,000the Seller Indemnification Threshold, the relevant Seller(s) shall, severally and not jointly, indemnify, defend, hold harmless, pay and reimburse the Purchaser Indemnitees only the amount in excess of the Seller Indemnification Threshold. (b) Recovery by the In no event shall any Seller Indemnitees pursuant be required to indemnify, defend, hold harmless, pay or reimburse any Purchaser Indemnitee under this Agreement shall be subject to the following limitations: Article VII for any Losses (i) in excess of such Seller’s Purchase Price or (ii) that are punitive, incidental, consequential, special or indirect; provided, however, that the Seller Indemnitees foregoing limitations shall not be entitled apply to indemnification for any claim under Section 9.3(a)(isuch Losses (A) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal the Deductible, and then only to the extent of such Losses were reasonably foreseeable or (B) if any Purchaser Indemnitee is held liable to any Person for such excess;Losses. (iic) For the Seller Indemnitees shall not be entitled to indemnification purposes of determining whether a breach of representation or warranty has occurred for any claim under the purposes of Section 9.3(a)(i7.2(a) unless and until calculating the amount of indemnifiable Loss thereunder exceeds the De Minimis Threshold (and no such Loss at Losses related thereto, any qualification as to materiality, “Material Adverse Effect” or below the De Minimis Threshold any other similar qualification or standard contained in this Agreement or Schedule 2 shall be applied toward the Deductible); (iii) with regard to indemnification for Losses under Section 9.2(a)(i), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $24,281,250; and (iv) with regard to indemnification for Losses under Section 9.2(a)(ii), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $195,500,000disregarded.

Limitations and Other Matters Relating to Indemnification. (a) Recovery by the U.S. Seller shall not be required to indemnify, defend, hold harmless, pay or reimburse Buyer Indemnitees pursuant to this Agreement shall be subject to the following limitationsunder Section 8.2: (i) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i), Section 9.2(h) or Section 9.2(i) (other than in respect of a Seller Fundamental Representation) unless and until the amount of indemnifiable Loss thereunder exceeds $500,000 (the “De Minimis Threshold”) (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible); (ii) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i) unless and until the aggregate amount of indemnifiable all Losses thereunder subject to indemnification under Section 8.2 exceeds an amount equal to $24,281,250 4,000,000 (the “DeductibleSeller Indemnification Threshold”), and then once the Seller Indemnification Threshold has been exceeded, U.S. Seller shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Seller Indemnification Threshold (subject to the extent of any such excess; (iii) with regard to indemnification for Losses under limitations set forth in Section 9.2(a)(i) (other than those that are the subject of Section 9.2(h8.4(b)); provided, however, that the Buyer Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $24,281,250; (iv) with regard to indemnification for Losses under Section 9.2(h) and Section 9.2(i), (A) the Buyer Indemnitees Seller Indemnification Threshold shall not be entitled apply in any manner whatsoever to indemnification for any claim thereunder (other than in respect breach of a Seller Fundamental Representation, any breach of a covenant (other than Section 5.1) unless and until by any Seller or the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $48,562,500 (the “Exclusions Indemnity Deductible”), and then only to the extent of any such excess, and (B) the Buyer Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $194,250,000. (b) Recovery by the Seller Indemnitees pursuant to this Agreement shall be subject to the following limitations: (i) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal the Deductible, and then only to the extent of any such excess;Syn Qor Liability; and (ii) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the amount of indemnifiable Loss thereunder Losses subject to indemnification under Section 8.2 arising from any particular inaccuracy in or breach of any representation, warranty or covenant of Sellers in this Agreement exceeds $300,000 (the De Minimis “Seller Per Claim Threshold”), and once the Seller Per Claim Threshold has been exceeded, U.S. Seller shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Seller Per Claim Threshold (subject to the limitations set forth in Section 8.4(b)), and no such Loss at or Losses below the De Minimis Seller Per Claim Threshold shall not be applied counted toward the Deductible);Seller Indemnification Threshold; provided, however, that the Seller Per Claim Threshold shall not apply in any manner whatsoever to any breach of a Seller Fundamental Representation, any breach of a covenant (other than Section 5.1) by any Seller, the Syn Qor Liability, or the Magnetek Liability. For purposes of calculating Losses under this Section 8.4, any materiality or Company Material Adverse Effect qualifications in the representations, warranties, covenants and agreements will be disregarded. (iiii) with regard U.S. Seller shall not be required to indemnification for Losses indemnify, defend, hold harmless, pay or reimburse Buyer under Section 9.2(a)(i)8.2 to the extent the aggregate amount of Losses incurred by Buyer as a result of any breach or inaccuracy described in Section 8.2 exceeds $11,700,000; provided, however, that the limitation in this Section 8.4(b)(i) shall not apply in any manner whatsoever to any breach of a Seller Fundamental Representation, any breach of a covenant (other than Section 5.1) by any Seller, the Seller Indemnitees may Syn Qor Liability, or the Magnetek Liability. (ii) Buyer shall not recover an be required to indemnify, defend, hold harmless, pay or reimburse Sellers under Section 8.3 to the extent the aggregate amount of aggregate Losses incurred by Sellers as a result of any breach or inaccuracy described in Section 8.3 exceeds $11,700,000; provided, however, that the limitation in this Section 8.4(b)(ii) shall not apply in any manner whatsoever to any breach of a Buyer Fundamental Representation. (c) The amount of any Losses that are subject to indemnification, compensation or reimbursement under this Article 8 shall be reduced by the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of such claims that exceeds $24,281,250; andLosses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses (“Third-Party Payments”). If an Indemnified Party receives any Third-Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within three (3) Business Days after receiving such Third-Party Payment) pay to the Indemnifying Party an amount equal to such Third-Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements other than this Agreement for any Losses to the same extent such Party would if such Losses were not subject to indemnification, compensation or reimbursement hereunder. (ivd) The amount of any Losses that are subject to indemnification, payment or reimbursement under this Article 8 shall be reduced by an amount equal to any Tax benefit actually realized as a result of such Losses by the Indemnified Party. The Indemnified Party shall be deemed to have “actually realized” a Tax benefit to the extent that, and at such time as, the amount of Taxes paid by the Indemnified Party or any of its Affiliates is reduced below the amount of Taxes that such Persons would have been required to pay but for the Tax benefit. If a Tax benefit is actually realized by an Indemnified Party with regard respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within three (3) Business Days after such Tax benefit is actually realized) pay to the Indemnifying Party an amount equal to such actually realized Tax benefit or, if it is a lesser amount, the amount of such previously indemnified Losses. If a Tax benefit is reasonably available to an Indemnified Party in connection with any such Losses, the Indemnified Party shall use commercially reasonable efforts to cause such Tax benefit to be actually realized. (e) Each of Buyer and Sellers shall (and shall cause its Affiliates to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to mitigate and minimize any Losses subject to indemnification pursuant to this Article 8 promptly upon becoming aware of any event or circumstance that could reasonably be expected to constitute or give rise to such Losses. (f) Notwithstanding anything to the contrary herein, neither Party shall be liable under this Article 8 or otherwise for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations, warranties or covenants of such Party contained in this Agreement if the other Party had actual knowledge of such inaccuracy or breach prior to the Closing Date. (g) Notwithstanding anything to the contrary herein, in no event shall Buyer, on the one hand, or Sellers, on the other hand, be required to indemnify, defend, hold harmless, pay or reimburse the other Party for Losses under this Article 8 to the extent such Losses (i) were considered in the determination of the Final Adjustment Report pursuant to Section 9.2(a)(ii)2.4, (ii) were reserved for or reflected in the Seller Indemnitees may not recover an amount Financial Statements, or (iii) in the case of aggregate Sellers, resulted from the failure by Sellers or any Acquired Company to take any action prohibited by Section 5.1(b) of this Agreement if Sellers requested the consent of Buyer to take such action and Buyer withheld such consent. Any Losses in respect subject to indemnification hereunder shall be determined without duplication of such claims that exceeds $195,500,000recovery.

Limitations and Other Matters Relating to Indemnification. (a) Recovery by Other than with respect to any claims for indemnification or Losses based upon, resulting from, arising out of or relating to any inaccuracy in or breach of any Fundamental Seller Representations, the Buyer Company and Opco shall not be required to indemnify, defend, hold harmless, pay or reimburse the Investor Indemnitees pursuant to this Agreement shall be subject to the following limitations: under Section 11.2(a) or Section 11.2(c): (i) the Buyer Indemnitees shall not be entitled with respect to indemnification for any claim under given Claim (as defined below) made pursuant to Section 9.2(a)(i), Section 9.2(h11.2(a) or Section 9.2(i) (other than in respect of a Seller Fundamental Representation) unless and until the amount of indemnifiable Loss thereunder exceeds $500,000 (the “De Minimis Threshold”) (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible); (ii) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i11.2(c) unless and until the aggregate amount of indemnifiable all Losses thereunder of the Investor Indemnitees in respect of Claims made hereunder exceeds an amount equal to six million dollars ($24,281,250 6,000,000) (the “Indemnification Deductible”), and then once the Indemnification Deductible has been exceeded, the Company and Opco shall only be required to the extent of any such excess; (iii) with regard to indemnification indemnify, defend, hold harmless, pay and reimburse for Losses under Section 9.2(a)(iin excess of the Indemnification Deductible; and (ii) (other than those that are for any Claim if the subject of Section 9.2(h)), the Buyer Indemnitees may not recover an aggregate amount of aggregate Losses in respect of such claims Claim are less than $25,000 (the “Minimum Claim Amount”); and provided further that exceeds $24,281,250;such Losses in respect of Claims that do not meet the Minimum Claim Amount shall not be counted toward the Indemnification Deductible. (ivb) Other than with regard respect to any claims for indemnification for or Losses under based upon, resulting from, arising out of or relating to any inaccuracy in or breach of any Fundamental Seller Representation or the representations and warranties of the Company and Opco set forth in Section 9.2(h5.13 (Taxes), Section 5.20 (Benefit Plans) and Section 9.2(i5.26 (Illegal Payments), (A) the Buyer Indemnitees Company and Opco shall not be entitled required to indemnification for any claim thereunder (other than in respect of a Seller Fundamental Representationindemnify, defend, hold harmless, pay or reimburse the Investor Indemnitees under Section 11.2(a) unless or Section 11.2(c) from and until after the aggregate amount of indemnifiable all Losses thereunder paid in respect of such Claims for indemnification under Section 11.2(a) and Section 11.2(c) exceeds an amount equal to sixty million dollars ($48,562,500 (60,000,000). Notwithstanding anything contained in this Agreement, the “Exclusions Indemnity Deductible”)Company and Opco shall not be liable for, and then only or be required to the extent of indemnify, defend or hold harmless any such excessInvestor Indemnitee against, and (B) the Buyer Indemnitees may not recover an amount of aggregate any Losses in respect of such claims that exceeds $194,250,000. (b) Recovery by the Seller Indemnitees Claims made pursuant to this Agreement shall be subject in excess of an amount equal to the following limitations: sum of (i) the Seller Aggregate Purchase Price calculated as of the date that payment is made with respect any given Claim assuming compounding of amounts funded by the Investor at each applicable Closing at a rate of five percent (5%) per annum from the date such amounts are funded until the payment date of the Claim and (ii) the amount of any accrued and unpaid cash dividends payable on the Convertible Preferred Units held by the Investor at the time payment is made with respect to such outstanding Claim. (c) For the purposes of determining whether a breach of representation or warranty has occurred for the purposes of Section 11.2(a), and for purposes of calculating the amount of Losses related thereto, any qualification as to materiality, “Material Adverse Effect” or any other similar qualification or standard contained in Section 5 of this Agreement or in any certificate delivered by the Company or Opco pursuant to Section 7.4 of this Agreement shall be disregarded. (d) Any payment made by the Company or Opco to an Investor Indemnitee pursuant to this Section 11 in respect of any Claim shall be net of any third party insurance or other proceeds that have been recovered by the Investor Indemnitee in connection with the facts giving rise to the right of indemnification (after deducting reasonable costs and expenses incurred in connection with recovery of such proceeds, including deductibles and actual or reasonably anticipated premium increases to the extent resulting from such insurance claims); provided, however, that nothing herein shall require any Investor Indemnitee to maintain any insurance coverage or to assert claims under its insurance coverage. (e) Notwithstanding anything to the contrary herein (including Section 7.2, Section 7.3 and Section 7.7), the rights and remedies of the Investor Indemnitees shall not be entitled limited by the fact that any Investor Indemnitee (i) had actual or constructive knowledge (regardless of whether such knowledge was obtained through such Investor Indemnitee’s own investigation or through disclosure by the Company or Opco, their respective Representatives or any other Person) of any breach, event or circumstance, whether before or after the execution and delivery of this Agreement or the applicable Closing, or (ii) waived (A) any breach of any representation or compliance with any covenant or (B) any condition to indemnification for the applicable Closing set forth in Section 7. (f) For the avoidance of doubt, with respect to each Subsequent Closing, the Investor shall be deemed to have relied upon each representation and warranty made as of the date hereof and each representation and warranty made as of any claim under prior Closing (including the Initial Closing), in each case as of the date such representation or warranty was made; provided that this Section 9.3(a)(i11.3(f) unless and until shall not apply to the aggregate amount interpretation of indemnifiable Section 7.2(b). (g) No Investor Indemnitee shall have any right to recover any Losses thereunder exceeds an amount equal the Deductible, and then only hereunder to the extent that such Losses are based upon, result from, arise out of or relate to (i) any breach or failure to perform by the Investor of any such excess; of its covenants or agreements set forth in this Agreement or (ii) the Seller Indemnitees Investor’s fraud, bad faith or willful misconduct. (h) If the Investor exercises any right to cause Opco to redeem all or any portion of its Convertible Preferred Units pursuant to the terms of the A&R Opco LPA and Opco actually redeems any portion of such Convertible Preferred Units pursuant to such right of the Investor, with respect to any Claim of any Investor Indemnitee (other than a Third-Party Claim), such Investor Indemnitee shall only have the right to recover the Losses pursuant to Section 11.2 to the extent such Losses are based upon, result from, arise out of, or relate to the ownership of Convertible Preferred Units, OP Units or Common Shares not so redeemed; provided, that, for the avoidance of doubt, this shall not be entitled apply to indemnification for any claim under Section 9.3(a)(i) unless and until redemption exercisable at the amount option of indemnifiable Loss thereunder exceeds Opco or the De Minimis Threshold (and no such Loss at or below Company. For the De Minimis Threshold avoidance of doubt, the foregoing sentence shall be applied toward the Deductible); (iii) with regard to indemnification not limit any recovery by any Investor Indemnitee for Losses under Section 9.2(a)(i), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $24,281,250; and (iv) connection with regard to indemnification for Losses under Section 9.2(a)(ii), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $195,500,000any Third-Party Claim.

Limitations and Other Matters Relating to Indemnification. (a) Recovery by Subject to Section 8.6(b), and other than with respect to any Claims or Losses based upon, resulting from, arising out of or relating to any breach of any Specified Seller Representation, the Seller shall not be required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnitees pursuant to this Agreement shall be subject to the following limitations: under Section 8.2(a) (i) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i), Section 9.2(h) or Section 9.2(i) (other than in respect of a Seller Fundamental Representation) unless and until the amount of indemnifiable Loss thereunder exceeds $500,000 (the “De Minimis Threshold”) (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible); (ii) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i) unless and until the aggregate amount of indemnifiable all Losses thereunder exceeds an amount equal to $24,281,250 (the “Deductible”), and then only to the extent in respect of any such excess; (iii) with regard to which indemnification for Losses otherwise may be sought under Section 9.2(a)(i8.2(a) (other than those that are based upon, resulting from, arising out of or relating to the subject of Section 9.2(h)Specified Seller Representations) exceeds $25,000,000 (the “Indemnification Threshold”), and once the Buyer Indemnitees may not recover an Indemnification Threshold has been exceeded, the Seller shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Indemnification Threshold and (ii) unless and until the amount of aggregate Losses in respect of such claims that which indemnification otherwise may be sought under Section 8.2(a) arising from any particular breach of any representation or warranty of the Seller in this Agreement exceeds $24,281,250; 100,000 (iv) with regard to indemnification for Losses under Section 9.2(h) and Section 9.2(ithe “Per Claim Threshold”), (A) provided, that, subject to Section 8.4(a)(i), once the Per Claim Threshold has been exceeded with respect to any such particular breach, the Seller shall be required to indemnify, defend, hold harmless, pay and reimburse the Buyer Indemnitees for all such Losses with respect to such particular breach from the first dollar, including any such Losses that were taken into account in determining whether the Per Claim Threshold had been satisfied. (b) Subject to Section 8.6(b), and other than with respect to any Claims or Losses based upon, resulting from, arising out of or relating to any breach of any Specified Seller Representation, the Seller shall not be entitled required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnitees under Section 8.2(a) from and after such time when the aggregate amount of all Losses paid to Buyer Indemnitees in respect of indemnification for any claim thereunder under Section 8.2(a) (other than in with respect to any Claims or Losses based upon, resulting from, arising out of a or relating to any breach of any Specified Seller Fundamental Representation) exceeds $200,000,000 (the “Cap”). (c) Subject to Section 8.6(b), and other than with respect to any Claims or Losses based upon, resulting from, arising out of or relating to any breach of any Specified Buyer Representation, the Buyer shall not be required to indemnify, defend, hold harmless, pay or reimburse the Seller Indemnitees under Section 8.3(a) (i) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $48,562,500 (the “Exclusions Indemnity Deductible”), and then only to the extent of any such excess, and (B) the Buyer Indemnitees may not recover an amount of aggregate all Losses in respect of such claims that exceeds $194,250,000. which indemnification otherwise may be sought under Section 8.3(a) (b) Recovery by the Seller Indemnitees pursuant to this Agreement shall be subject other than those based upon, resulting from, arising out of or relating to the following limitations: (iSpecified Buyer Representations) exceeds the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal the DeductibleIndemnification Threshold, and then once the Indemnification Threshold has been exceeded, the Buyer shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the extent of any such excess; Indemnification Threshold and (ii) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the amount of indemnifiable Loss thereunder exceeds the De Minimis Threshold (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible); (iii) with regard to indemnification for Losses under Section 9.2(a)(i), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of which indemnification otherwise may be sought under Section 8.3(a) arising from any particular breach of any representation or warranty of the Buyer in this Agreement exceeds the Per Claim Threshold, provided, that, subject to Section 8.4(a)(i), once the Per Claim Threshold has been exceeded with respect to any such claims particular breach, the Buyer shall be required to indemnify, defend, hold harmless, pay and reimburse the Seller Indemnitees for all such Losses with respect to such particular breach from the first dollar, including any such Losses that exceeds $24,281,250; andwere taken into account in determining whether the Per Claim Threshold had been satisfied. (ivd) with regard Subject to indemnification for Losses under Section 9.2(a)(ii8.6(b) (other than those based upon, resulting from, arising out of or relating to the Specified Buyer Representations), the Buyer shall not be required to indemnify, defend, hold harmless, pay or reimburse the Seller Indemnitees may not recover an under Section 8.3(a) from and after such time when the aggregate amount of aggregate all Losses paid by the Buyer to Seller Indemnitees in respect of indemnification under Section 8.3(a) (other than those based upon, resulting from, arising out of or relating to the Specified Buyer Representations) exceeds the Cap. (e) Subject to Section 8.6(b), in no event shall the Buyer or the Seller be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party under this Article VIII, or otherwise be liable in connection with this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby, for any Losses that constitute punitive, incidental, consequential, special, exemplary or indirect damages, damages for lost profits or other multiplier-based damages; provided, however, that (x) except for punitive damages (and special or exemplary damages to the extent they are punitive in nature), the foregoing limitations set forth in this Section 8.4(e) shall not apply to Losses to the extent such claims Losses were reasonably foreseeable in connection with the relevant breach and (y) none of the foregoing limitations set forth in this Section 8.4(e) shall apply to any such Losses if any Indemnified Party is held liable for such Losses in connection with a Third-Party Claim. (f) For the purposes of determining whether a representation or warranty is inaccurate or has been breached for the purposes of Section 8.2(a) or Section 8.3(a) and calculating the amount of Losses related thereto, any qualification as to materiality, “Material Adverse Effect” or any other similar qualification or standard contained in Article III or Article IV of this Agreement or in any certificate or other instrument delivered pursuant to this Agreement shall be disregarded (it being understood that exceeds $195,500,000the word “Material” in the defined term “Material Contract(s)” and the qualification as to “Material Adverse Effect” contained in Section 3.8(b) shall not be disregarded for such purpose).

Limitations and Other Matters Relating to Indemnification. (a) Recovery With respect to indemnification by the Buyer Indemnitees pursuant to this Agreement shall be subject to the following limitations: (i) the Buyer Indemnitees either Contributing Party under Section 5.2(b), such Contributing Party shall not be entitled to indemnification liable for any breach of such representation or warranty of such Contributing Party attributable to a single claim under Section 9.2(a)(i)or all claims arising from the same or substantially related facts, Section 9.2(h) events or Section 9.2(i) circumstances (other than in respect of a Seller Fundamental Representationx) unless and until the amount of indemnifiable Loss thereunder Damages (excluding costs and expenses of the Company Indemnitees incurred in connection with making such claim under this Agreement) actually incurred by the Company Indemnitees for such breach exceeds $500,000 2,000,000 (the “De Minimis ThresholdMini-Basket”) (and no and, if such Loss at or below Damages do not exceed the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible); (ii) the Buyer Indemnitees Mini-Basket, then such Damages shall not be entitled applied to indemnification or considered for any claim under Section 9.2(a)(i) unless and until purposes of calculating the aggregate amount of Damages under the following clause (y) (but if such Damages do exceed the Mini-Basket, then the full amount of such Damages, from the first Dollar, shall be indemnifiable Losses thereunder to the extent they are otherwise payable in accordance with clause (y) and shall be included in the calculation of the aggregate amount of Damages under clause (y)), (y) unless the aggregate amount of Damages (excluding costs and expenses of the Company Indemnitees incurred in connection with making such claim under this Agreement) actually incurred by the Company Indemnitees for all such breaches exceeds an amount equal to $24,281,250 (the “Deductible”)20,000,000, and then only to the extent of any such excess; aggregate Damages exceed such amount and (iiiz) with regard to indemnification for Losses under Section 9.2(a)(i) (other than those that are the subject of Section 9.2(h)), the Buyer Indemnitees may not recover an amount of aggregate Losses except in respect of claims of Fraud against the Person committing such claims that exceeds Fraud, in no event shall either Contributing Party’s aggregate liability exceed $24,281,250; (iv) with regard to indemnification for Losses under Section 9.2(h) and Section 9.2(i), (A) the Buyer Indemnitees shall not be entitled to indemnification for any claim thereunder (other than in respect of a Seller Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $48,562,500 (the “Exclusions Indemnity Deductible”), and then only to the extent of any such excess, and (B) the Buyer Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $194,250,00085,000,000. (b) Recovery by the Seller Indemnitees pursuant to this Agreement shall be subject to the following limitations: (i) the Seller Indemnitees shall not be entitled With respect to indemnification for any claim by either Contributing Party under Section 9.3(a)(i5.2 (other than Section 5.2(b)) unless and until Section 5.3, except in respect of claims of Fraud against the Person committing such Fraud, no Contributing Party’s aggregate amount of indemnifiable Losses liability hereunder and thereunder exceeds an amount equal shall in any event exceed $1,000,000,000 (the Deductible, and then only to the extent of any such excess; (ii) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until “Indemnification Cap”); provided that the amount of indemnifiable Loss thereunder exceeds a Contributing Party’s aggregate liability under Section 5.4(a) and, separately, the De Minimis Threshold (and no such Loss at Amarone Transitional Services Agreement or below the De Minimis Threshold Xxxxxx Transitional Services Agreement, as applicable, in each case, shall be applied toward counted towards, and, for the Deductible); (iii) with regard to indemnification for Losses under Section 9.2(a)(i)avoidance of doubt, not in addition to, the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $24,281,250; and (iv) with regard to indemnification for Losses under Section 9.2(a)(ii), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that exceeds $195,500,000Indemnification Cap.

Limitations and Other Matters Relating to Indemnification. (a) Recovery by the Buyer Indemnitees pursuant to this Agreement shall be subject to the following limitations: (i) the Buyer Indemnitees Sellers shall not be entitled required to indemnification for any claim indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnified Parties under Section 9.2(a)(i), Section 9.2(h) or Section 9.2(i) 9.2 (other than in under Section 9.2(b) with respect to any breach of a Seller Fundamental Representation) unless and until the amount any covenant, agreement or obligation to be performed by Sellers or any of indemnifiable Loss thereunder exceeds $500,000 (the “De Minimis Threshold”their Affiliates pursuant to Section 5.19 or Section 5.20) (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible); (ii) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(ii) unless and until the aggregate amount of indemnifiable all Losses thereunder in respect of indemnification under Section 9.2 exceeds an amount equal to Twenty-One Million, Five Hundred Thousand Dollars ($24,281,250 21,500,000) (the “DeductibleSellers’ Indemnification Threshold”), and then once the Sellers’ Indemnification Threshold has been exceeded, Sellers shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Sellers’ Indemnification Threshold (subject to the extent limitations set forth in Section 9.4(b)) and (ii) unless and until the amount of Losses in respect of indemnification under Section 9.2 arising from any particular inaccuracy in or breach of any representation, warranty or covenant of Sellers in this Agreement exceeds $100,000 (the “Sellers’ Per Claim Threshold”), and such excess;Losses below the Sellers’ Per Claim Threshold shall not be counted toward the Sellers’ Indemnification Threshold. (iiib) with regard Sellers shall not be required to indemnification for Losses indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnified Parties under Section 9.2(a)(i9.2(a) or Section 9.2(b) (other than those that are under Section 9.2(b) with respect to any breach of any covenant, agreement or obligation to be performed by Sellers or any of their Affiliates pursuant to Section 5.19 or Section 5.20) from and after the subject of Section 9.2(h)), the Buyer Indemnitees may not recover an aggregate amount of aggregate all Losses in respect of such claims that exceeds $24,281,250; (iv) with regard to indemnification for Losses under Section 9.2(h9.2(a) and Section 9.2(i9.2(b) exceeds Two Hundred Fifteen Million Dollars ($215,000,000) (and, for the avoidance of doubt, the maximum amount of payments required to be made by Sellers pursuant to Section 9.2 shall not exceed such amount), . (Ac) the Buyer Indemnitees shall not be entitled required to indemnification for any claim thereunder indemnify, defend, hold harmless, pay or reimburse the Seller Indemnified Parties under Section 9.3 (other than in respect of a Seller Fundamental Representationi) unless and until the aggregate amount of indemnifiable all Losses thereunder in respect of indemnification under Section 9.3 exceeds an amount equal to Twenty-One Million, Five Hundred Thousand Dollars ($48,562,500 21,500,000) (the “Exclusions Indemnity DeductibleBuyer Indemnification Threshold”), and then only to the extent of any such excess, and (B) once the Buyer Indemnitees may not recover an amount of aggregate Indemnification Threshold has been exceeded, Buyer shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in respect excess of such claims that exceeds $194,250,000. the Buyer Indemnification Threshold (b) Recovery by the Seller Indemnitees pursuant to this Agreement shall be subject to the following limitations: (i) the Seller Indemnitees shall not be entitled to indemnification for any claim under limitations set forth in Section 9.3(a)(i) unless 9.4(d)); and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal the Deductible, and then only to the extent of any such excess; (ii) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the amount of indemnifiable Loss thereunder Losses in respect of indemnification under Section 9.3, as applicable, arising from any particular inaccuracy in or breach of any representation, warranty or covenant of Buyer in this Agreement exceeds $100,000 (the De Minimis Threshold (“Buyer Per Claim Threshold”), and no such Loss at or Losses below the De Minimis Buyer Per Claim Threshold shall not be applied counted toward the DeductibleBuyer Indemnification Threshold. (d) Buyer shall not be required to indemnify, defend, hold harmless, pay or reimburse the Seller Indemnified Parties under Section 9.3(a), Section 9.3(b) or Section 9.3(c) from and after the aggregate amount of all Losses in respect of indemnification under Section 9.3(a), Section 9.3(b) and Section 9.3(c) exceeds Two Hundred Fifteen Million Dollars ($215,000,000) (and, for the avoidance of doubt, the maximum amount of payments required to be made by Buyer pursuant to Section 9.3 shall not exceed such amount). (e) With respect to any investigation, cleanup, remediation, or remedial or corrective action (“Remedial Action”) of or with respect to any release of Hazardous Substances, that is required to satisfy Sellers’ indemnification obligation under Section 9.2(a) with respect to a breach of Section 3.17(a) (the “Indemnifiable Environmental Liabilities”): (i) Vitro shall have the right, but not the obligation, to conduct and control any Remedial Action; provided, that, if Vitro elects to conduct any Remedial Action, Vitro shall do so without materially interfering with the operations of the Business; (ii) Buyer shall, and shall cause its Affiliates (including the Companies) to cooperate with Vitro, including by providing (insofar as it has the authority to do so) reasonable access to the subject site, including reasonable access to install, maintain, replace and operate xxxxx and remove impacted soil and/or groundwater; (iii) with regard to indemnification The Sellers shall be jointly and severally liable for Losses under Section 9.2(a)(i), the Seller Indemnitees may not recover an amount of aggregate Losses any Loss in respect of any Indemnifiable Environmental Liabilities incurred to the extent such claims Remedial Action is conducted in a reasonably cost-effective manner (“Cost-Effective Manner”). The Cost-Effective Manner shall incorporate (A) the least stringent clean-up standards that, based upon the use classification (industrial, commercial or residential) of a subject site, as of the Closing Date, are allowed under applicable Environmental Law and (B) the least costly methods that exceeds $24,281,250are allowed under applicable Environmental Law and that are approved by, or otherwise acceptable to, applicable Governmental Bodies to achieve such standards, including the use of engineering and institutional controls to eliminate or minimize exposure pathways. Buyer shall be responsible for any operation and maintenance with respect to any such institutional or engineering controls subsequent to completion of their initial installation, and such post-installation costs shall not be subject to indemnification; provided, however, that the applicable Seller shall remain responsible for the operation and maintenance of any such control that entails removing and/or treating soil or groundwater contaminated with Hazardous Substances until such removal and treatment is no longer required; and (iv) with regard to indemnification Sellers shall not be responsible for Losses under Section 9.2(a)(iiwith respect to any such Indemnifiable Environmental Liabilities to the extent they are caused, triggered, increased or have their timing accelerated by (A) any negligent act or omission of Buyer or any of its Affiliates (including any Company or any of their Subsidiaries following the Closing) subsequent to the Closing, (B) any changes in Environmental Law coming into effect subsequent to the date of this Agreement, (C) any change in use classification by Buyer or any of its Affiliates (including any Company or any of their Subsidiaries following the Closing) of a subject Real Property (other than the Toluca Cosmetics Property) and the Monterrey F&B Property subsequent to the Closing from industrial to commercial or residential or from commercial to residential, (D) any decommissioning, closure or temporary or permanent cessation of operations of a facility or a unit by Buyer or any of its Affiliates (including any Company or any of their Subsidiaries following the Closing), (E) any sampling, analysis or invasive testing of any environmental media (including air, groundwater, surface water, soil or other subsurface media or sediments) conducted subsequent to the Closing by or on behalf of Buyer or any of its Affiliates (including any Company or any of their Subsidiaries following the Closing) unless (1) required by applicable Environmental Law as in effect on the date of this Agreement or an Order of a Governmental Body, (2) undertaken in connection with repairs or maintenance conducted consistent with common industry practices and the conduct of a reasonable and prudent business person who owns the applicable Real Property (other than the Toluca Cosmetics Property) and the Monterrey F&B Property (without consideration of the benefit of any indemnification provided by the Seller) or (3) undertaken to protect against an imminent and substantial risk of damage to any property or any third party or harm to human health or death that may be caused by known releases, or releases that a prudent business person who owns the applicable Real Property (other than the Toluca Cosmetics Property) and the Monterrey F&B Property would reasonably suspect (without consideration of the benefit of any indemnification provided by the Seller), of any Hazardous Substances or (F) any oral or written communication, notice, report or other submission of data, information or documents (a “Communication”), whether directly or indirectly, by Buyer or any of its Affiliates (including any Company or any of their Subsidiaries following the Closing) to a Governmental Body or third party, except to the extent such Communication is required by applicable Environmental Law or is in response to a request of a Governmental Body. (f) Notwithstanding anything to the contrary herein, in no event shall (i) Buyer be required to indemnify, defend, hold harmless, pay or reimburse the Seller Indemnitees may not recover an Indemnified Parties or (ii) Sellers be required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnified Parties, under this Article 9 or Article 6, or otherwise be liable in connection with this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby, for any Losses that are punitive, incidental, consequential, special or indirect, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, diminution of value and any damages based on any type of multiple, in each case, in any way arising out of or relating to this Agreement or the transactions contemplated hereby (whether at law or in equity, and whether in contract or in tort or otherwise), other than any such Losses that have been awarded by a court of competent jurisdiction in connection with any Third Party Claim. (g) The amount of aggregate any Losses that are subject to indemnification, compensation or reimbursement under this Article 9 shall be reduced by the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of such claims Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses (“Third-Party Payments”). If an Indemnified Party receives any Third-Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within three (3) Business Days after receiving such Third-Party Payment) pay to the Indemnifying Party an amount equal to such Third-Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements other than this Agreement for any Losses to the same extent such Party would if such Losses were not subject to indemnification, compensation or reimbursement hereunder. (h) The amount of any Losses that exceeds $195,500,000are subject to indemnification, payment or reimbursement under this Article 9 shall be reduced by an amount equal to any Tax benefit actually realized as a result of such Losses by the Indemnified Party in the taxable year such payment is made or in the succeeding two (2) taxable years (determined on a “with and without” basis). If a Tax benefit is reasonably available to an Indemnified Party in connection with any such Losses, the Indemnified Party shall use commercially reasonable efforts to cause such Tax benefit to be actually realized. The amount of any such Tax benefit shall be determined by the Indemnified Party in its reasonable sole discretion, exercised in good faith. If a Tax benefit is actually realized by an Indemnified Party with respect to any Losses (i) within the period of time specified in the first sentence of this Section 9.4(h) and (ii) for which it has previously been indemnified by an Indemnifying Party, the Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to such actually realized Tax benefit or, if it is a lesser amount, the amount of such previously indemnified Losses. This provision shall not be construed to require the Indemnified Party to make available its Tax Returns (or any other information relating to its Taxes that it deemed confidential) to the Indemnifying Party or any other Person. (i) Buyer shall, and shall cause the other Buyer Indemnified Parties to, and Sellers shall, and shall cause the other Seller Indemnified Parties to, use commercially reasonable efforts to pursue all legal rights and remedies available in order to mitigate and minimize any Losses subject to indemnification pursuant to this Article 9 promptly upon becoming aware of any event or circumstance that could reasonably be expected to constitute or give rise to such Losses. (j) Notwithstanding anything to the contrary herein, in no event shall (i) Buyer be required to indemnify, defend, hold harmless, pay or reimburse the Seller Indemnified Parties or (ii) Sellers be required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnified Parties for Losses under this Article 9 to the extent such Losses (A) were taken into account in the determination of the Final Adjustment Report pursuant to Section 2.4, (B) were reserved for or reflected in the Financial Statements, or (C) in the case of Sellers, resulted from the failure by any Seller or any Company to take any action prohibited by Section 5.1(b) of this Agreement if any Seller requested the consent of Buyer to take such action and Buyer withheld such consent.

Limitations and Other Matters Relating to Indemnification. (a) Recovery With respect to indemnification by Sellers under ‎Section 8.2(a), except in respect of breaches of the Buyer Indemnitees pursuant to this Agreement shall be subject to the following limitationsSellers Fundamental Representations: (i) the Buyer Indemnitees Sellers shall not be entitled required to indemnification for indemnify, defend, hold harmless, pay or reimburse any claim under Section 9.2(a)(i), Section 9.2(hBuyer Indemnified Party: (x) or Section 9.2(i) (other than in respect of a Seller Fundamental Representationbreaches of ‎Section 3.13(a)(ii) or ‎Section 3.16, unless and until the aggregate amount of all Losses in respect of such indemnification under ‎Section 8.2(a) exceeds $12,000,000 (the “Sellers Indemnification Threshold”), and once the Sellers Indemnification Threshold has been exceeded, Sellers shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Sellers Indemnification Threshold (subject to the limitations set forth in ‎Section 8.4(a)(ii) and subject to the Sellers Per Claim Threshold); and (y) unless and until the amount of indemnifiable Loss thereunder Losses in respect of such indemnification under ‎Section 8.2(a), arising from any particular inaccuracy in or breach of any representation or warranty of Sellers in this Agreement exceeds $500,000 200,000 (the “De Minimis Sellers Per Claim Threshold”) (), and no such Loss at or below once the De Minimis Sellers Per Claim Threshold has been exceeded, Sellers shall be applied required to indemnify, hold harmless, pay and reimburse for all Losses arising from such particular inaccuracy or breach (subject to the limitations set forth in ‎Section 8.4‎(a)‎(ii) and only to the extent in excess of the Sellers Indemnification Threshold). Notwithstanding anything to the contrary contained herein, with respect to any particular inaccuracy in or breach of any representation or warranty of Sellers in this Agreement for which the related Losses do not exceed the Sellers Per Claim Threshold, such Losses shall not be counted toward the Deductible or the Exclusions Indemnity Deductible);Sellers Indemnification Threshold. (ii) the Buyer Indemnitees Sellers shall not be entitled required to indemnify, defend, hold harmless, pay or reimburse any Buyer Indemnified Party from and after the time that the aggregate amount of all Losses in respect of such indemnification under ‎Section 8.2(a) exceeds an amount equal to $150,000,000. (iii) The sole and exclusive source of indemnification payments in respect of ‎Section 8.2‎(a) shall be the Indemnity Escrow Funds. (iv) With respect to indemnification by the Sellers (x) under ‎Section 8.2(b) and (y) for any claim breach of a Sellers Fundamental Representation, each Seller’s maximum aggregate Liability shall be limited to the Final Purchase Price received by such Seller. (b) With respect to indemnification by Buyer under Section 9.2(a)(i‎Section 8.3(a), except in respect of breaches of Buyer Fundamental Representations: (i) Buyer shall not be required to indemnify, defend, hold harmless, pay or reimburse any Sellers Indemnified Party: (x) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $24,281,250 (the “Deductible”), and then only to the extent of any such excess; (iii) with regard to indemnification for Losses under Section 9.2(a)(i) (other than those that are the subject of Section 9.2(h)), the Buyer Indemnitees may not recover an amount of aggregate all Losses in respect of such claims that indemnification under ‎Section 8.3(a) exceeds $24,281,250; (iv) with regard to indemnification for Losses under Section 9.2(h) and Section 9.2(i), (A) the Buyer Indemnitees shall not be entitled to indemnification for any claim thereunder (other than in respect of a Seller Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $48,562,500 12,000,000 (the “Exclusions Indemnity DeductibleBuyer Indemnification Threshold”), and then only to the extent of any such excess, and (B) once the Buyer Indemnitees may not recover an amount of aggregate Indemnification Threshold has been exceeded, Buyer shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in respect excess of such claims that exceeds $194,250,000. the Buyer Indemnification Threshold (b) Recovery by the Seller Indemnitees pursuant to this Agreement shall be subject to the following limitations: (ilimitations set forth in ‎Section 8.4(b)(ii) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal the Deductible, and then only subject to the extent of any such excess; Buyer Per Claim Threshold); and (ii) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(iy) unless and until the amount of indemnifiable Loss thereunder exceeds the De Minimis Threshold (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible); (iii) with regard to indemnification for Losses under Section 9.2(a)(i), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that indemnification under ‎Section 8.3(a), arising from any particular inaccuracy in or breach of any representation or warranty of Buyer in this Agreement exceeds $24,281,250; and200,000 (the “Buyer Per Claim Threshold”), and once the Buyer Per Claim Threshold has been exceeded, Buyer shall be required to indemnify, hold harmless, pay and reimburse for all Losses in excess of the Buyer Indemnification Threshold arising from such particular inaccuracy or breach (subject to the limitations set forth in ‎Section 8.4(b)(ii) and only to the extent in excess of the Buyer Indemnification Threshold). Notwithstanding anything to the contrary contained herein, with respect to any particular inaccuracy in or breach of any representation or warranty of Buyer in this Agreement for which the related Losses do not exceed the Buyer Per Claim Threshold, such Losses shall not be counted toward the Buyer Indemnification Threshold. (ivii) with regard Buyer shall not be required to indemnification for Losses under Section 9.2(a)(ii)indemnify, defend, hold harmless, pay or reimburse any Sellers Indemnified Party from and after the Seller Indemnitees may not recover an time that the aggregate amount of aggregate all Losses in respect of such claims indemnification under ‎Section 8.3(a) exceeds an amount equal to $150,000,000. (c) The amount of any Losses that exceeds $195,500,000are subject to indemnification, compensation or reimbursement under this ‎Article 8 shall be reduced by the amount of any insurance proceeds, reimbursement and any indemnity, Tax benefit (determined as set forth in ‎Section 8.4(d)), contribution or other similar payment actually received by the Indemnified Party in respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses (net of any expenses or costs of collection incurred by such Indemnified Party in recovering such amounts, including any increases in premiums under any insurance policies where such increase directly resulted from any such insurance payments) (“Third-Party Payments”). If an Indemnified Party receives any Third-Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within three (3) Business Days after receiving such Payment) pay to the Indemnifying Party an amount equal to such Third-Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements other than this Agreement for any Losses. (d) The amount of any Losses that are subject to indemnification, payment or reimbursement under this ‎Article 8 shall be reduced by an amount equal to any Tax benefit actually realized as a result of such Losses by the Indemnified Party. The Indemnified Party shall be deemed to have “actually realized” a Tax benefit to the extent that the amount of Taxes paid by the Indemnified Party or any of its Affiliates in the taxable period in which Loss occurs or any prior taxable period is reduced below the amount of Taxes that such Persons would have been required to pay but for the Tax benefit. (e) For the avoidance of doubt, in calculating Losses actually suffered by Buyer pursuant to ‎Section 8.2, such Losses shall be based on Buyer’s eighty percent (80%) ownership interest in the Company. (f) Each Indemnified Party shall (and shall cause its Affiliates to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to mitigate and minimize any Losses subject to indemnification pursuant to this ‎Article 8 promptly upon becoming aware of any event or circumstance that could reasonably be expected to constitute or give rise to such Losses. (g) Notwithstanding anything to the contrary herein, in no event shall any Indemnifying Party be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for Losses under this ‎Article 8 to the extent such Losses (i) were considered in the determination of the Final Adjustment Report pursuant to ‎Section 2.4, (ii) were reserved for or reflected in the Financial Statements or (iii) in the case of Sellers, resulted from the failure by Sellers or any Acquired Company to take any action prohibited by ‎Section 5.1(b) of this Agreement if Sellers requested the consent of Buyer to take such action and Buyer unreasonably withheld such consent. (h) For the purposes of calculating the amount of Losses related to any breach of representation or warranty other than any Excepted Representation, for the purposes of ‎Section 8.2(a), any qualification as to materiality, “Company Material Adverse Effect” or any other similar qualification or standard contained in ‎Article 3‎ of this Agreement shall be disregarded. (i) Notwithstanding anything to the contrary provided herein, no Buyer Indemnified Party shall be permitted to make a Direct Claim related to any breach of any of the Contracts referenced in ‎Section 3.13(a)(ii).

Limitations and Other Matters Relating to Indemnification. (a) Recovery by Notwithstanding anything to the contrary in this Agreement, the Seller or Buyer, as applicable, shall not be required to indemnify, defend and hold harmless the Buyer Indemnitees or Seller Indemnitees, as applicable, pursuant to this Agreement Section 7.2(a)(ii), Section 7.2(a)(iii), Section 7.2(a)(iv) or Section 7.3(a): (i) with respect to any individual item of Loss or series of related Losses, unless and until Losses for such item of Loss or series of Losses exceed [***] (the “Per Claim Threshold”), and such Losses below the Per Claim Threshold shall not be counted toward the Indemnification Threshold, the Healthcare Indemnification Threshold or the Sufficiency of Assets Indemnification Threshold (it being understood that, once the Per Claim Threshold has been exceeded, such item of Loss or series of related Losses shall be counted toward the applicable indemnification threshold and, subject to the following limitations: (i) applicable indemnification threshold, Seller or Buyer, as applicable, shall be required to indemnify, defend and hold harmless the Buyer Indemnitees shall not be entitled to indemnification or Seller Indemnitees, as applicable, for any claim under Section 9.2(a)(i), Section 9.2(h) or Section 9.2(i) (other than all Losses in respect of a Seller Fundamental Representation) unless such individual item of Loss or series of related Losses); and until the amount of indemnifiable Loss thereunder exceeds $500,000 (the “De Minimis Threshold”) (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible or the Exclusions Indemnity Deductible); (ii) the Buyer Indemnitees shall not be entitled to indemnification for any claim under Section 9.2(a)(i(A) unless and until the aggregate amount of indemnifiable all Losses thereunder in respect of indemnification under Section 7.2(a)(ii), (iii) and (iv) or Section 7.3(a) exceeds an amount equal to $24,281,250 [***] (the “DeductibleIndemnification Threshold”), and then once the Indemnification Threshold has been exceeded, Seller or Buyer, as applicable, shall only be required to indemnify, defend and hold harmless the extent of any such excess; Buyer Indemnitees or Seller Indemnitees, as applicable, pursuant to Section 7.2(a)(ii), (iii) and (iv) or Section 7.3(a) for Losses in excess of the Indemnification Threshold, or (B) unless and until the aggregate of all Losses in respect of indemnification under Section 7.2(a)(iii) exceeds either (x) when combined with the aggregate amount of all Losses in respect of indemnification under Section 7.2(a), the Indemnification Threshold or (y) [***] (the “Healthcare Indemnification Threshold”), and thereafter, Seller shall only be required to indemnify, defend and hold harmless the Buyer Indemnitees pursuant to Section 7.2(a)(iii) for Losses in excess of such amount or (C) unless and until either the aggregate of all Losses in respect of indemnification under Section 7.2(a)(iv) exceeds either (x) when combined with the aggregate amount of all Losses in respect of indemnification under Section 7.2(a), the Indemnification Threshold or (y) [***] (the “Sufficiency of Assets Indemnification Threshold”), and thereafter, Seller shall only be required to indemnify, defend and hold harmless the Buyer Indemnitees pursuant to Section 7.2(a)(iv) for Losses in excess of such amount; provided that, for the avoidance of doubt, the Per Claim Threshold and Indemnification Threshold shall not apply with regard to indemnification for Losses under Section 9.2(a)(i) (other than those that are indemnifiable pursuant to Section 7.2(a)(i). (b) Notwithstanding anything to the subject contrary in this Agreement, (i) with respect to the matters set forth in Section 7.2(c)(ii) of Section 9.2(h))the Seller Disclosure Schedules, the Seller shall not be required to indemnify, defend and hold harmless the Buyer Indemnitees may not recover an pursuant to Section 7.2(c) unless and the aggregate amount of all Losses in respect of such matters exceeds [***], and once the aggregate amount of all Losses in respect of such matters exceeds [***], Seller shall only be required to indemnify, defend and hold harmless the Buyer Indemnitees for fifty percent (50%) of all Losses in excess of such threshold until the aggregate amount of all Losses in respect of such matters exceeds [***]; provided that, once the aggregate Losses in respect of such claims that exceeds $24,281,250; (iv) with regard matters has exceeded [***], Seller shall be required to indemnification for Losses under Section 9.2(h) indemnify, defend and Section 9.2(i), (A) hold harmless the Buyer Indemnitees shall not be entitled to indemnification for any claim thereunder (other than in respect of a Seller Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $48,562,500 (the “Exclusions Indemnity Deductible”), and then only to the extent of any such excess, and (B) the Buyer Indemnitees may not recover an amount of aggregate all Losses in respect of such claims that exceeds $194,250,000. (b) Recovery by the Seller Indemnitees pursuant to this Agreement shall be matters, subject to the following limitations: (i) the Seller Indemnitees shall not be entitled to indemnification terms of this Article 7, but only for any claim under Section 9.3(a)(i) unless and until the aggregate amount Losses in excess of indemnifiable Losses thereunder exceeds an amount equal the Deductible, and then only to the extent of any such excess;[***]; and (ii) with respect to any claim for indemnification pursuant to Section 7.2(d) in respect of any Aspen Retained Claim, Buyer or the applicable Acquired Group Company shall bear, and Seller Indemnitees shall not be entitled required to indemnification for any claim under Section 9.3(a)(i) unless indemnify and until hold harmless the amount of indemnifiable Loss thereunder exceeds the De Minimis Threshold (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible); (iii) with regard to indemnification for Losses under Section 9.2(a)(i)Buyer Indemnitees for, the Seller Indemnitees may not recover an amount equal to the lesser of aggregate (x) [***] of all Losses in respect of such Aspen Retained Claim in excess of the insured amount for such claim and (y) [***]; provided that the aggregate Losses borne by Buyer or the Acquired Group Companies pursuant to this Section 7.4(b)(ii) shall not exceed [***] (the “Retained Claims Threshold”), and once the Retained Claims Threshold has been exceeded, Seller shall be required to indemnify, defend and hold harmless the Buyer Indemnitees for all Losses indemnifiable pursuant to Section 7.2(d) in excess of the Retained Claims Threshold. (c) Other than with respect to any Losses arising out of any inaccuracy in or breach of any Specified Seller Representations, the Seller shall not be required to indemnify, defend and hold harmless the Buyer Indemnitees under Section 7.2(a) from and after the time at which the aggregate amount of all Losses subject to indemnification under Section 7.2(a) (other than those arising out of, upon, related to or in connection with the Specified Seller Representations) exceeds [***] (and, for the avoidance of doubt, except for claims that in respect of the Specified Seller Representations, the maximum amount of payments required to be made by the Seller pursuant to Section 7.2(a) shall not exceed such amount). The Seller shall not be required to indemnify, defend and hold harmless the Buyer Indemnitees under Section 7.2(a) or Section 6.7(a)(i), (v), (vi) or (viii) from and after the time at which the aggregate amount of all Losses subject to indemnification under such provisions exceeds $24,281,250; and [***]. For the avoidance of doubt, no such monetary limitation shall apply to the indemnification obligations contained in Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e), Section 7.2(f) or Section 6.7(a)(ii), (iii), (iv) with regard or (vii). (d) Notwithstanding anything in this Agreement to indemnification for Losses the contrary, in no event shall Seller be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party under Section 9.2(a)(ii)6.7 or this Article 7, or otherwise be liable in connection with this Agreement, the Seller Indemnitees may negotiation, execution or performance of this Agreement, or the transactions contemplated hereby, for any incidental, indirect, special, multiple, exemplary or punitive damages or damages that are not recover an the reasonably foreseeable result of the underling breach or inaccuracy, or any damage based on any type of multiple of any Indemnified Party, except in each case to the extent any such Losses are actually awarded in respect of a Third-Party Claim. (e) The amount of aggregate any Losses that are subject to indemnification, compensation or reimbursement under Section 6.7 or this Article 7 shall be reduced by the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of such claims Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses (“Third-Party Payments”), net of the out-of-pocket cost or expense to recover such payment and any deductible or similar amount not recoverable from the Indemnifying Party hereunder. If an Indemnified Party receives any Third-Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within three (3) Business Days after receiving such Payment) pay to the Indemnifying Party the excess, if any, of (i) the amount the Indemnified Party actually received from the Indemnifying Party in respect of such Losses over (ii) the amount the Indemnified Party would have received from the Indemnifying Party in respect of such Losses pursuant to this Agreement had such Third-Party Payment been received prior to the Indemnifying Party being indemnified hereunder. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements other than this Agreement for any Losses to the same extent such Party would if such Losses were not subject to indemnification, compensation or reimbursement hereunder. (f) The amount of any Losses that exceeds $195,500,000are subject to indemnification, payment or reimbursement under Section 6.7 or this Article 7 shall be reduced by an amount equal to any Tax benefit actually realized by the Indemnified Party (or any of its Affiliates, including, in the case of Buyer, the Acquired Group Companies) as of the time of payment or within two years following the event giving rise to such Loss. The Indemnified Party shall be deemed to have “actually realized” a Tax benefit to the extent that, and at such time as, the amount of Taxes paid by the Indemnified Party or any of its Affiliates (including, in the case of Buyer, the Acquired Group Companies) is reduced below the amount of Taxes that such Persons would have been required to pay but for the Tax benefit, and the term “Tax benefit” shall include any refund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid due to a deduction, credit or other Tax benefit or allowance arising by reason of the event giving rise to a claim under Section 6.7 or this Article 7. If a Tax benefit is actually realized by an Indemnified Party with respect to, and within two years following, the event giving rise to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within ten (10) days after such Tax benefit is actually realized) pay to the Indemnifying Party an amount equal to such actually realized Tax benefit. If a Tax benefit is reasonably available to an Indemnified Party in connection with any such Losses, the Indemnified Party shall (and shall cause its Affiliates (including, in the case of Buyer, any Acquired Group Company) to) use commercially reasonable efforts to cause such Tax benefit to be actually realized. (g) Each of Buyer and Seller shall (and shall cause their respective Affiliates to) use commercially reasonable efforts to mitigate and minimize any Losses subject to indemnification pursuant to Section 6.7 or this Article 7 promptly upon becoming aware of any event or circumstance that could reasonably be expected to constitute or give rise to such Losses; provided, that, any failure of a Party under this Section 7.4(g) shall not relieve the Indemnifying Party from any of its indemnification obligations hereunder. Notwithstanding anything in this Article 7 to the contrary, prior to bringing any claim pursuant to Section 7.2(a) in respect of any breach or inaccuracy of Section 3.8, Buyer shall first be required to exercise its rights under Section 5.8(b) to the extent the application of such Section would cure or mitigate the circumstances giving rise to such breach or inaccuracy. (h) Notwithstanding anything to the contrary herein, in no event shall Buyer or Seller be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for Losses under this Article 7 to the extent such Losses were taken into account in the determination of the Final Adjustment Report pursuant to Section 2.4 or were expressly reserved for in the Financial Statements, as applicable.

Limitations and Other Matters Relating to Indemnification. (a) Recovery With respect to indemnification by Sellers under Section 8.2(a), except in respect of breaches of the Buyer Indemnitees pursuant to this Agreement shall be subject to the following limitationsSellers Fundamental Representations: (i) the Buyer Indemnitees Sellers shall not be entitled required to indemnification for indemnify, defend, hold harmless, pay or reimburse any claim under Section 9.2(a)(i), Section 9.2(hBuyer Indemnified Party: (x) or Section 9.2(i) (other than in respect of a Seller Fundamental Representationbreaches of Section 3.13(a)(ii) or Section 3.16, unless and until the aggregate amount of all Losses in respect of such indemnification under Section 8.2(a) exceeds $12,000,000 (the “Sellers Indemnification Threshold”), and once the Sellers Indemnification Threshold has been exceeded, Sellers shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Sellers Indemnification Threshold (subject to the limitations set forth in Section 8.4(a)(ii) and subject to the Sellers Per Claim Threshold); and (y) unless and until the amount of indemnifiable Loss thereunder Losses in respect of such indemnification under Section 8.2(a), arising from any particular inaccuracy in or breach of any representation or warranty of Sellers in this Agreement exceeds $500,000 200,000 (the “De Minimis Sellers Per Claim Threshold”) (), and no such Loss at or below once the De Minimis Sellers Per Claim Threshold has been exceeded, Sellers shall be applied required to indemnify, hold harmless, pay and reimburse for all Losses arising from such particular inaccuracy or breach (subject to the limitations set forth in Section 8.4(a)(ii) and only to the extent in excess of the Sellers Indemnification Threshold). Notwithstanding anything to the contrary contained herein, with respect to any particular inaccuracy in or breach of any representation or warranty of Sellers in this Agreement for which the related Losses do not exceed the Sellers Per Claim Threshold, such Losses shall not be counted toward the Deductible or the Exclusions Indemnity Deductible);Sellers Indemnification Threshold. (ii) the Buyer Indemnitees Sellers shall not be entitled required to indemnify, defend, hold harmless, pay or reimburse any Buyer Indemnified Party from and after the time that the aggregate amount of all Losses in respect of such indemnification under Section 8.2(a) exceeds an amount equal to $150,000,000. (iii) The sole and exclusive source of indemnification payments in respect of Section 8.2(a) shall be the Indemnity Escrow Funds. (iv) With respect to indemnification by the Sellers (x) under Section 8.2(b), (y) under Section 8.2(c) and (z) for any claim breach of a Sellers Fundamental Representation, each Seller’s maximum aggregate Liability shall be limited to the Final Purchase Price received by such Seller. (b) With respect to indemnification by Buyer under Section 9.2(a)(i8.3(a), except in respect of breaches of Buyer Fundamental Representations: (i) Buyer shall not be required to indemnify, defend, hold harmless, pay or reimburse any Sellers Indemnified Party: (x) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $24,281,250 (the “Deductible”), and then only to the extent of any such excess; (iii) with regard to indemnification for Losses under Section 9.2(a)(i) (other than those that are the subject of Section 9.2(h)), the Buyer Indemnitees may not recover an amount of aggregate all Losses in respect of such claims that indemnification under Section 8.3(a) exceeds $24,281,250; (iv) with regard to indemnification for Losses under Section 9.2(h) and Section 9.2(i), (A) the Buyer Indemnitees shall not be entitled to indemnification for any claim thereunder (other than in respect of a Seller Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $48,562,500 12,000,000 (the “Exclusions Indemnity DeductibleBuyer Indemnification Threshold”), and then only to the extent of any such excess, and (B) once the Buyer Indemnitees may not recover an amount of aggregate Indemnification Threshold has been exceeded, Buyer shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in respect excess of such claims that exceeds $194,250,000. the Buyer Indemnification Threshold (b) Recovery by the Seller Indemnitees pursuant to this Agreement shall be subject to the following limitations: (ilimitations set forth in Section 8.4(b)(ii) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(i) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal the Deductible, and then only subject to the extent of any such excess; Buyer Per Claim Threshold); and (ii) the Seller Indemnitees shall not be entitled to indemnification for any claim under Section 9.3(a)(iy) unless and until the amount of indemnifiable Loss thereunder exceeds the De Minimis Threshold (and no such Loss at or below the De Minimis Threshold shall be applied toward the Deductible); (iii) with regard to indemnification for Losses under Section 9.2(a)(i), the Seller Indemnitees may not recover an amount of aggregate Losses in respect of such claims that indemnification under Section 8.3(a), arising from any particular inaccuracy in or breach of any representation or warranty of Buyer in this Agreement exceeds $24,281,250; and200,000 (the “Buyer Per Claim Threshold”), and once the Buyer Per Claim Threshold has been exceeded, Buyer shall be required to indemnify, hold harmless, pay and reimburse for all Losses in excess of the Buyer Indemnification Threshold arising from such particular inaccuracy or breach (subject to the limitations set forth in Section 8.4(b)(ii) and only to the extent in excess of the Buyer Indemnification Threshold). Notwithstanding anything to the contrary contained herein, with respect to any particular inaccuracy in or breach of any representation or warranty of Buyer in this Agreement for which the related Losses do not exceed the Buyer Per Claim Threshold, such Losses shall not be counted toward the Buyer Indemnification Threshold. (ivii) with regard Buyer shall not be required to indemnification for Losses under Section 9.2(a)(ii)indemnify, defend, hold harmless, pay or reimburse any Sellers Indemnified Party from and after the Seller Indemnitees may not recover an time that the aggregate amount of aggregate all Losses in respect of such claims indemnification under Section 8.3(a) exceeds an amount equal to $150,000,000. (c) The amount of any Losses that exceeds $195,500,000are subject to indemnification, compensation or reimbursement under this Article 8 shall be reduced by the amount of any insurance proceeds, reimbursement and any indemnity, Tax benefit (determined as set forth in Section 8.4(d)), contribution or other similar payment actually received by the Indemnified Party in respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses (net of any expenses or costs of collection incurred by such Indemnified Party in recovering such amounts, including any increases in premiums under any insurance policies where such increase directly resulted from any such insurance payments) (“Third-Party Payments”). If an Indemnified Party receives any Third-Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within three (3) Business Days after receiving such Payment) pay to the Indemnifying Party an amount equal to such Third-Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements other than this Agreement for any Losses. (d) The amount of any Losses that are subject to indemnification, payment or reimbursement under this Article 8 shall be reduced by an amount equal to any Tax benefit actually realized as a result of such Losses by the Indemnified Party. The Indemnified Party shall be deemed to have “actually realized” a Tax benefit to the extent that the amount of Taxes paid by the Indemnified Party or any of its Affiliates in the taxable period in which Loss occurs or any prior taxable period is reduced below the amount of Taxes that such Persons would have been required to pay but for the Tax benefit. (e) For the avoidance of doubt, in calculating Losses actually suffered by Buyer pursuant to Section 8.2, such Losses shall be based on Buyer’s eighty percent (80%) ownership interest in the Company. (f) Each Indemnified Party shall (and shall cause its Affiliates to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to mitigate and minimize any Losses subject to indemnification pursuant to this Article 8 promptly upon becoming aware of any event or circumstance that could reasonably be expected to constitute or give rise to such Losses. (g) Notwithstanding anything to the contrary herein, in no event shall any Indemnifying Party be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for Losses under this Article 8 to the extent such Losses (i) were considered in the determination of the Final Adjustment Report pursuant to Section 2.4, (ii) were reserved for or reflected in the Financial Statements or (iii) in the case of Sellers, resulted from the failure by Sellers or any Acquired Company to take any action prohibited by Section 5.1(b) of this Agreement if Sellers requested the consent of Buyer to take such action and Buyer unreasonably withheld such consent. (h) For the purposes of calculating the amount of Losses related to any breach of representation or warranty other than any Excepted Representation, for the purposes of Section 8.2(a), any qualification as to materiality, “Company Material Adverse Effect” or any other similar qualification or standard contained in Article 3‎ of this Agreement shall be disregarded. (i) Notwithstanding anything to the contrary provided herein, no Buyer Indemnified Party shall be permitted to make a Direct Claim related to any breach of any of the Contracts referenced in Section 3.13(a)(ii).