Common use of Limitations and Other Terms Clause in Contracts

Limitations and Other Terms. The rights of the Indemnified Parties to indemnification pursuant to the provisions of this Section 11 are subject to the following limitations: (a) Subject to Section 11.4(d), no individual claim by any Indemnified Party for any Losses pursuant to Section 11.2(a)(i), Section 11.2(b)(i) or Section 11.3(a) may be asserted unless and until the aggregate amount of Losses that would be payable pursuant to such claim exceeds an amount equal to $10,000 (which Losses will not be counted toward the Buyer Deductible or the Seller Deductible, as applicable). (b) Subject to Section 11.4(d), (i) the Buyer Indemnified Parties shall not be entitled to indemnification for any Losses pursuant to Section 11.2(a)(i) or Section 11.2(b)(i) until the aggregate amount of the Buyer Indemnified Parties’ Losses under Section 11.2(a)(i) and Section 11.2(b)(i) exceeds the Seller Deductible, after which the Buyer Indemnified Parties may seek indemnification for any Losses from the first dollar thereof, up to $2,000,000 and (ii) the Sellers shall not be entitled to indemnification for any Losses pursuant to Section 11.3(a) until the aggregate amount of the Sellers’ Losses under Section 11.3(a) exceeds the Buyer Deductible, after which the Sellers may seek indemnification for any Losses from the first dollar thereof, up to $3,000,000. (c) In the event that any Buyer Indemnified Party is entitled to indemnification for any Losses arising out of or resulting from (i) any breach of, or inaccuracy in, the Seller Fundamental Representations or the Company Fundamental Representations or (ii) Indemnified Taxes (the “Special Losses”), the Buyer Indemnified Party shall be required to use commercially reasonable efforts to seek recovery first from the R&W Policy for all Special Losses in excess of the retention of the R&W Policy; provided, however, that if at any time (x) any Buyer Indemnified Party has previously recovered Special Losses from the R&W Policy and (y) any Buyer Indemnified Party is entitled to indemnification for any Losses pursuant to Section 11.2 but is unable to fully recover under the R&W Policy due to the fact that the coverage limit of the R&W Policy has been met (such amount which was not recovered under the R&W Policy, the “Reduced Coverage Losses”), then the Seller or the Sellers, as applicable, shall indemnify the Buyer Indemnified Party for the Reduced Coverage Losses (provided that the Sellers shall not be required to indemnify the Buyer Indemnified Party for any Reduced Coverage Losses in excess of the aggregate amount of the Special Losses which were recovered from the R&W Policy). For the avoidance of doubt, and notwithstanding anything herein to the contrary, this Section 11.4(c) shall not limit the ability of the Buyer Indemnified Parties to seek indemnification from the Seller or the Sellers, as applicable, (x) with respect to the portion of the Special Losses which is less than or equal to the retention of the R&W Policy and (y) if the Buyer Indemnified Party does not recover the Special Losses under the R&W Policy for any reason. (d) The limitations set forth in Sections 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising out of or resulting from Fraud. The limitations set forth in Sections 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising out of or resulting from a breach of, or inaccuracy in, the Seller Fundamental Representations, the Company Fundamental Representations or the Buyer Fundamental Representations, respectively. (e) The amount of any Losses for which indemnification is provided for under this Section 11 shall be reduced by (i) any insurance proceeds or other amounts actually received by the applicable Indemnified Party from third parties with respect to such Losses, net of any deductible or any other expense incurred by the Indemnified Parties in obtaining such recovery, (ii) all indemnity, contribution and similar payments received or reasonably expected to be received by the Indemnified Party (or its parent or any of its Subsidiaries) in respect of any such claim, and (iii) any net tax benefits received by the applicable Indemnified Party in connection with the Loss that has occurred. The Indemnified Party will use its commercially reasonable efforts to recover under insurance policies and indemnity, contribution and similar agreements for any Losses prior to seeking indemnification under this Agreement. If the Indemnified Party (or its parent or any of its Subsidiaries) receives any such payment after it has already received an indemnification payment on account of its claim, then it shall promptly reimburse the Indemnifying Party for the amount of such payment to the extent that such amount was not already deducted from the indemnification payment made by the Indemnifying Party. For the avoidance of doubt, and without limitation to the provisions of Section 11.2 or 11.3, an Indemnified Party will not have any indemnity, contribution or similar rights against any Related Party. (f) In no event will any Indemnified Party be entitled to recover any punitive damages (except to the extent payable as a result of a Third-Party Claim). (g) In no event will any Indemnified Party be entitled to recover any Losses to the extent such Losses are included in the calculation of the Final Closing Amount. (h) For purposes of this Section 11, any breach of, or inaccuracy in, any representation or warranty contained in this Agreement (as well as any certificate delivered pursuant to this Agreement) (other than the representations and warranties set forth in the first sentence of Section 5.14 and Section 5.18(a)), as well as the amount of any Losses resulting from any such breach or inaccuracy, shall be determined without giving effect to any limitations or qualifications regarding materiality, the use of the word “material”, “material respects”, “Company Xxxxx Xxxxxxxx Adverse Effect” or “Buyer Xxxxx Xxxxxxxx Adverse Effect”, or any similar term, qualification or limitation based on materiality contained herein. (i) In no event will any Seller (or its Seller Owner) be liable for (A) any breach of, or inaccuracy in, any representation or warranty made by any other Seller (or its Seller Owner) or (B) breach or violation of any covenant or agreement made by any other Seller (or its Seller Owner). No Buyer Indemnified Party shall make a claim to indemnification under Section 11.2(b) unless such claim is made against all of the Sellers, and no Buyer Indemnified Party shall offer to compromise any claim unless the same offer is made to all of the Sellers to which the applicable claim has been made.

Limitations and Other Terms. The rights of the Indemnified Parties to indemnification pursuant to the provisions of this Section 11 are subject to the following limitations: (a) Subject Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Shareholders for Damages under Section 11.4(d)10.1 will not exceed the amount of the Indemnification Escrow Fund, no individual claim by any Indemnified Party for any Losses pursuant to and (ii) the Shareholders will not be liable under Section 11.2(a)(i), Section 11.2(b)(i10.1(a)(i) or Section 11.3(a) may be asserted unless and until the aggregate amount of Losses that would be payable pursuant to Damages for all claims under such claim exceeds an amount section equal to $10,000 (which Losses will not be counted toward or exceed the Buyer Deductible or the Seller Deductible, as applicable). (b) Subject to Section 11.4(d), (i) at which time the Buyer Indemnified Parties shall not Shareholders will be entitled to indemnification for any Losses pursuant to Section 11.2(a)(i) or Section 11.2(b)(i) until the aggregate amount of the Buyer Indemnified Parties’ Losses under Section 11.2(a)(i) and Section 11.2(b)(i) exceeds the Seller Deductible, after which the Buyer Indemnified Parties may seek indemnification for any Losses from the first dollar thereof, up to $2,000,000 and (ii) the Sellers shall not be entitled to indemnification for any Losses pursuant to Section 11.3(a) until the aggregate amount of the Sellers’ Losses under Section 11.3(a) exceeds the Buyer Deductible, after which the Sellers may seek indemnification for any Losses from the first dollar thereof, up to $3,000,000. (c) In the event that any Buyer Indemnified Party is entitled to indemnification for any Losses arising out of or resulting from (i) any breach of, or inaccuracy in, the Seller Fundamental Representations or the Company Fundamental Representations or (ii) Indemnified Taxes (the “Special Losses”), the Buyer Indemnified Party shall be required to use commercially reasonable efforts to seek recovery first from the R&W Policy liable for all Special Losses in excess of such Damages exceeding the retention of the R&W PolicyDeductible; provided, however, that if at the limitations set forth in Section 10.5(a)(ii) will not apply to a claim arising out of a breach of a Fundamental Representation or any time representation that was fraudulently made. (xb) any Notwithstanding anything to the contrary herein, (i) the aggregate liability of Buyer Indemnified Party has previously recovered Special Losses from for Damages under Section 10.2(a) will not exceed an amount equal to the R&W Policy Indemnification Escrow Fund, and (yii) Buyer will not be liable under Section 10.2(a) unless and until the aggregate Damages for all claims under such section equal or exceed Deductible, at which time Buyer will be liable for all Damages exceeding the Deductible; provided, however, that the limitations set forth in Section 10.5(b)(ii) will not apply to a claim arising out of a breach of a Fundamental Representation or any Buyer Indemnified representation that was fraudulently made. (c) For purposes of determining the amount of any Damages, but not with respect to whether a Party is entitled to indemnification for any Losses pursuant to Section 11.2 but is unable to fully recover under this Article 10, the R&W Policy due to the fact that the coverage limit representations and warranties of each of the R&W Policy has been met (such amount which was not recovered under the R&W PolicyCompany, the “Reduced Coverage Losses”)Shareholders, then Parent, Buyer and Merger Sub in this Agreement (other than Section 4.9(a) and any Fundamental Representation) and in any certificate (including the Seller or the Sellers, as applicable, Shareholders’ Certificate) delivered pursuant hereto shall indemnify the Buyer Indemnified Party for the Reduced Coverage Losses (provided that the Sellers shall be deemed not be required to indemnify the Buyer Indemnified Party for include any Reduced Coverage Losses in excess of the aggregate amount of the Special Losses which were recovered from the R&W Policy). For the avoidance of doubt, and notwithstanding anything herein to the contrary, this Section 11.4(c) shall not limit the ability of the Buyer Indemnified Parties to seek indemnification from the Seller or the Sellers, as applicable, (x) with respect to the portion of the Special Losses which is less than or equal to the retention of the R&W Policy and (y) if the Buyer Indemnified Party does not recover the Special Losses under the R&W Policy for any reasonMateriality Qualifiers. (d) The limitations set forth in Sections 11.4(aNo right or obligation under this Article 10 will be waived or otherwise affected by any knowledge (of any form or type) and 11.4(b) shall not apply with respect to of Parent, Buyer or Merger Sub or by any Losses arising out of or resulting from Fraud. The limitations set forth in Sections 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising out of or resulting from a breach ofinvestigation, due diligence, or inaccuracy inverification by or on behalf of Buyer. All representations, warranties, covenants, and agreements herein will be deemed material and relied upon by each party, and none will be waived by any failure to pursue any action or by consummation of the Seller Fundamental Representations, the Company Fundamental Representations or the Buyer Fundamental Representations, respectivelytransactions contemplated herein. (e) The amount of Indemnification Escrow Agreement will be the exclusive means for Buyer, the Surviving Corporation, and their Affiliates to collect any Losses Damages for which indemnification is provided for under this Section 11 shall be reduced by (i) any insurance proceeds or other amounts actually received by the applicable Indemnified Party from third parties with respect they are entitled to such Losses, net of any deductible or any other expense incurred by the Indemnified Parties in obtaining such recovery, (ii) all indemnity, contribution and similar payments received or reasonably expected to be received by the Indemnified Party (or its parent or any of its Subsidiaries) in respect of any such claim, and (iii) any net tax benefits received by the applicable Indemnified Party in connection with the Loss that has occurred. The Indemnified Party will use its commercially reasonable efforts to recover under insurance policies and indemnity, contribution and similar agreements for any Losses prior to seeking indemnification under this Agreement. If the Indemnified Party (or its parent or any of its Subsidiaries) receives any such payment after it has already received an indemnification payment on account of its claim, then it shall promptly reimburse the Indemnifying Party for the amount of such payment to the extent that such amount was not already deducted from the indemnification payment made by the Indemnifying Party. For the avoidance of doubt, and without limitation to the provisions of Section 11.2 or 11.3, an Indemnified Party will not have any indemnity, contribution or similar rights against any Related PartyArticle 10. (f) In no event will any Indemnified Party be entitled Except with respect to recover any punitive damages (claims for equitable relief and except with respect to claims of fraud, the extent payable as a result of a Third-Party Claim). (g) In no event will any Indemnified Party be entitled to recover any Losses to the extent such Losses are included in the calculation rights of the Final Closing Amount. (h) For purposes of Indemnified Parties under this Section 11, any breach of, or inaccuracy in, any representation or warranty contained in this Agreement (as well as any certificate delivered pursuant to this Agreement) (other than the representations and warranties set forth in the first sentence of Section 5.14 and Section 5.18(a)), as well as the amount of any Losses resulting from any such breach or inaccuracy, Article 10 shall be determined without giving effect to any limitations or qualifications regarding materiality, the use sole and exclusive remedies of the word “material”, “material respects”, “Company Xxxxx Xxxxxxxx Adverse Effect” or “Buyer Xxxxx Xxxxxxxx Adverse Effect”, or any similar term, qualification or limitation based on materiality contained hereinIndemnified Parties and their respective Affiliates from and after the Effective Time. (i) In no event will any Seller (or its Seller Owner) be liable for (A) any breach of, or inaccuracy in, any representation or warranty made by any other Seller (or its Seller Owner) or (B) breach or violation of any covenant or agreement made by any other Seller (or its Seller Owner). No Buyer Indemnified Party shall make a claim to indemnification under Section 11.2(b) unless such claim is made against all of the Sellers, and no Buyer Indemnified Party shall offer to compromise any claim unless the same offer is made to all of the Sellers to which the applicable claim has been made.

Limitations and Other Terms. The rights of the Indemnified Parties to indemnification pursuant to the provisions of this Section 11 are subject to the following limitations: (a) Subject Notwithstanding anything to the contrary herein, but subject to this Section 11.4(d), no individual claim by any Indemnified Party for any Losses pursuant to Section 11.2(a)(i), Section 11.2(b)(i) or Section 11.3(a) may be asserted unless and until the aggregate amount of Losses that would be payable pursuant to such claim exceeds an amount equal to $10,000 (which Losses will not be counted toward the Buyer Deductible or the Seller Deductible, as applicable). (b) Subject to Section 11.4(d11.5(a), (i) the Buyer Indemnified Parties aggregate liability of the Holders for Damages under Section 11.1(a) shall not exceed an amount equal to $6,000,000 (the “Cap”); (ii) the Holders shall not be entitled liable under Section 11.1(a) unless and until the aggregate Damages for all claims under Section 11.1(a) exceed an amount equal to $200,000 (the “Deductible”), at which time the Holders shall be liable only for Damages in excess of the Deductible; (iii) the rights to indemnification for Damages resulting from breaches of the Fundamental Representations or any Losses other claim pursuant to Section 11.2(a)(i) or Section 11.2(b)(i) until 11.1 shall not exceed, in the aggregate, the aggregate Merger Consideration actually received by the Holders (the “Total Cap”);(iv) no individual Holder shall be liable under this Agreement or any Transmittal Letter for any amount in excess of the amount of the Buyer Indemnified Parties’ Losses Merger Consideration actually received by such Holder and (v) the aggregate liability of the Holders for Damages under Section 11.2(a)(i11.1(g) and Section 11.2(b)(i) exceeds the Seller Deductible, after which the Buyer Indemnified Parties may seek indemnification for any Losses from the first dollar thereof, up shall not exceed an amount equal to $2,000,000 250,000. The limitations in the foregoing clauses (i) and (ii) shall not apply to a claim arising out of a breach of a Fundamental Representation or any representation that was fraudulently made. The limitations in the Sellers foregoing clauses (iii) and (iv) shall not apply in the case of fraud with respect to any Holder who either committed or had actual knowledge of such fraud (whether committed by any Holder, Company, any of its officers or employees or Representative). (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of Buyer and Surviving Corporation for Damages under Section 11.2(a) shall not exceed an amount equal to the Cap, and (ii) Buyer and Surviving Corporation shall not be entitled to indemnification for any Losses pursuant to liable under Section 11.3(a11.2(a) unless and until the aggregate amount of Damages for all claims under such section equal or exceed the Sellers’ Losses under Section 11.3(a) exceeds the Buyer Deductible, after at which the Sellers may seek indemnification for any Losses from the first dollar thereof, up to $3,000,000. (c) In the event that any time Buyer Indemnified Party is entitled to indemnification for any Losses arising out of or resulting from (i) any breach of, or inaccuracy in, the Seller Fundamental Representations or the Company Fundamental Representations or (ii) Indemnified Taxes (the “Special Losses”), the Buyer Indemnified Party and Surviving Corporation shall be required to use commercially reasonable efforts to seek recovery first from the R&W Policy liable only for all Special Losses Damages in excess of the retention of the R&W PolicyDeductible; provided, however, that if at the limitations set forth in this Section 11.5(b) shall not apply to a claim arising out of a breach of a Fundamental Representation or any time (x) any Buyer Indemnified Party has previously recovered Special Losses from representation that was fraudulently made; provided further, that except in the R&W Policy and (y) any Buyer Indemnified Party is entitled case of fraud, the rights to indemnification for Damages resulting from breaches of the Fundamental Representations or any Losses other claim pursuant to Section 11.2 but is unable to fully recover under shall not exceed, in the R&W Policy due to the fact that the coverage limit of the R&W Policy has been met (such amount which was not recovered under the R&W Policyaggregate, the “Reduced Coverage Losses”), then the Seller or the Sellers, as applicable, shall indemnify the Buyer Indemnified Party for the Reduced Coverage Losses (provided that the Sellers shall not be required to indemnify the Buyer Indemnified Party for any Reduced Coverage Losses in excess of the aggregate amount of the Special Losses which were recovered from the R&W Policy). For the avoidance of doubt, and notwithstanding anything herein to the contrary, this Section 11.4(c) shall not limit the ability of the Buyer Indemnified Parties to seek indemnification from the Seller or the Sellers, as applicable, (x) with respect to the portion of the Special Losses which is less than or equal to the retention of the R&W Policy and (y) if the Buyer Indemnified Party does not recover the Special Losses under the R&W Policy for any reasonTotal Cap. (d) The limitations set forth in Sections 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising out of or resulting from Fraud. The limitations set forth in Sections 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising out of or resulting from a breach of, or inaccuracy in, the Seller Fundamental Representations, the Company Fundamental Representations or the Buyer Fundamental Representations, respectively. (e) The amount of any Losses for which indemnification is provided for under this Section 11 shall be reduced by (i) any insurance proceeds or other amounts actually received by the applicable Indemnified Party from third parties with respect to such Losses, net of any deductible or any other expense incurred by the Indemnified Parties in obtaining such recovery, (ii) all indemnity, contribution and similar payments received or reasonably expected to be received by the Indemnified Party (or its parent or any of its Subsidiaries) in respect of any such claim, and (iii) any net tax benefits received by the applicable Indemnified Party in connection with the Loss that has occurred. The Indemnified Party will use its commercially reasonable efforts to recover under insurance policies and indemnity, contribution and similar agreements for any Losses prior to seeking indemnification under this Agreement. If the Indemnified Party (or its parent or any of its Subsidiaries) receives any such payment after it has already received an indemnification payment on account of its claim, then it shall promptly reimburse the Indemnifying Party for the amount of such payment to the extent that such amount was not already deducted from the indemnification payment made by the Indemnifying Party. For the avoidance of doubt, and without limitation to the provisions of Section 11.2 or 11.3, an Indemnified Party will not have any indemnity, contribution or similar rights against any Related Party. (f) In no event will any Indemnified Party be entitled to recover any punitive damages (except to the extent payable as a result of a Third-Party Claim). (g) In no event will any Indemnified Party be entitled to recover any Losses to the extent such Losses are included in the calculation of the Final Closing Amount. (h) For purposes of this Section 11, any breach of, or inaccuracy in, any representation or warranty contained in this Agreement (as well as any certificate delivered pursuant to this Agreement) (other than the representations and warranties set forth in the first sentence of Section 5.14 and Section 5.18(a)), as well as the amount of any Losses resulting from any such breach or inaccuracy, shall be determined without giving effect to any limitations or qualifications regarding materiality, the use of the word “material”, “material respects”, “Company Xxxxx Xxxxxxxx Adverse Effect” or “Buyer Xxxxx Xxxxxxxx Adverse Effect”, or any similar term, qualification or limitation based on materiality contained herein. (i) In no event will any Seller (or its Seller Owner) be liable for (A) any breach of, or inaccuracy in, any representation or warranty made by any other Seller (or its Seller Owner) or (B) breach or violation of any covenant or agreement made by any other Seller (or its Seller Owner). No Buyer Indemnified Party shall make a claim to indemnification under Section 11.2(b) unless such claim is made against all of the Sellers, and no Buyer Indemnified Party shall offer to compromise any claim unless the same offer is made to all of the Sellers to which the applicable claim has been made.

Limitations and Other Terms. The rights of the Buyer Indemnified Parties to indemnification pursuant to the provisions of this Section 11 are subject to the following limitations: (a) Subject to Section 11.4(d), no No individual claim by any Buyer Indemnified Party for any Losses pursuant to Section 11.2(a)(i), Section 11.2(b)(i) or Section 11.3(a) 11.2 may be asserted unless and until the aggregate amount of Losses that would be payable pursuant to such claim exceeds an amount equal to $10,000 (which Losses will not be counted toward the Buyer Deductible or the Seller Deductible, as applicable). (b) Subject to Section 11.4(d), (i) the The Buyer Indemnified Parties shall not be entitled to indemnification for any Losses pursuant to Section 11.2(a)(i) or Section 11.2(b)(i) 11.2 until the aggregate amount of the Buyer Indemnified Parties’ Losses under Section 11.2(a)(i) and Section 11.2(b)(i) 11.2 exceeds $705,000 (the Seller “Deductible”), after which the Buyer Indemnified Parties may seek indemnification for any Losses from the first dollar thereof, up to $2,000,000 and (ii) the Sellers shall not be entitled to indemnification for any Losses pursuant to Section 11.3(a) until the aggregate amount of the Sellers’ Losses under Section 11.3(a) exceeds the Buyer Deductible, after which the Sellers may seek indemnification for any Losses from the first dollar thereof, up to $3,000,000Indemnity Escrow Amount. (c) In The cumulative indemnification obligations of each Seller under Section 11.3 shall in no event exceed the sum of the aggregate consideration received by such Seller under this Agreement. (d) Subject to the applicable limitations set forth in this Section 11, in the event that any Buyer Indemnified Party is entitled to indemnification for any Losses arising out of or resulting from (i) any breach of, or inaccuracy in, the Seller Fundamental Representations or the Company Fundamental Representations or (ii) Indemnified Taxes (the “Special Losses”)pursuant to Section 11.2, the Buyer Indemnified Party shall be required to use commercially reasonable efforts to seek recovery first (i) first, through payment from the Indemnity Escrow Account, until the earlier of (x) eighteen (18) months after the Closing Date (the “Escrow Expiration Date”) or (y) the date when the funds in the Indemnity Escrow Account are reduced to zero, and (ii) second, through recovery from the R&W Policy for all Special Losses in excess of (after the retention of the R&W Policy; provided, however, that if at any time (x) any Buyer Indemnified Party thereunder has previously recovered Special Losses from been exhausted). The Indemnity Escrow Account and the R&W Policy shall be the sole and (y) any Buyer Indemnified Party is entitled to indemnification for any Losses pursuant to Section 11.2 but is unable to fully recover under the R&W Policy due to the fact that the coverage limit exclusive source of the R&W Policy has been met (such amount which was not recovered under the R&W Policy, the “Reduced Coverage Losses”), then the Seller or the Sellers, as applicable, shall indemnify the Buyer Indemnified Party for the Reduced Coverage Losses (provided that the Sellers shall not be required to indemnify the Buyer Indemnified Party for any Reduced Coverage Losses in excess of the aggregate amount of the Special Losses which were recovered from the R&W Policy). For the avoidance of doubt, and notwithstanding anything herein to the contrary, this Section 11.4(c) shall not limit the ability recovery of the Buyer Indemnified Parties to seek indemnification from the Seller or the Sellers, as applicable, (x) with respect to the portion of the Special Losses which is less than or equal to the retention of the R&W Policy and (y) if the Buyer Indemnified Party does not recover the Special Losses under the R&W Policy for any reason. (d) The limitations set forth in Sections 11.4(a) and 11.4(b) shall not apply with respect to any and all Losses of the Buyer Indemnified Parties arising out from or relating to any breach of or resulting from Fraud. The limitations any of the representations and warranties set forth in Sections 11.4(a) Section 5, 6.2, 6.3, and 11.4(b) shall not apply with respect to 6.5 and in no event may a Buyer Indemnified Party recover any Losses arising out of under Section 11.2 from any Seller (or resulting from a breach of, or inaccuracy in, the Seller Fundamental Representations, the Company Fundamental Representations or the Buyer Fundamental Representations, respectivelyany other Person). (e) The amount of any Losses for which indemnification is provided for under this Section 11 shall be reduced by (i) any insurance proceeds or other amounts actually received by the applicable Indemnified Party from third parties with respect to such Losses, net of any deductible or any other expense incurred by the Indemnified Parties in obtaining such recovery, recovery and (ii) all indemnity, contribution and similar payments received or reasonably expected to be received by the Indemnified Party (or its parent or any of its Subsidiaries) in respect of any such claim, and (iii) any net tax benefits received by the applicable Indemnified Party in connection with the Loss that has occurred. The Indemnified Party will use its commercially reasonable efforts to recover under insurance policies and indemnity, contribution and similar agreements for any Losses prior to seeking indemnification under this Agreement. If the Indemnified Party (or its parent or any of its Subsidiaries) receives any such payment after it has already received an indemnification payment on account of its claim, then it shall promptly reimburse the Indemnifying Party for the amount of such payment to the extent that such amount was not already deducted from the indemnification payment made by the Indemnifying PartyParty or from the Indemnity Escrow Account, or, prior to the Escrow Expiration Date, return such amount to the Indemnity Escrow Account. For the avoidance of doubt, and without limitation to the provisions of Section 11.2 11.2, 11.3 or 11.311.4, an Indemnified Party will not have any indemnity, contribution or similar rights against any Related Party. (f) In no event will any Buyer Indemnified Party be entitled to recover any punitive damages (except to the extent payable as a result of a Third-Party Claim). (g) In no event will any Buyer Indemnified Party be entitled to recover any Losses to the extent such Losses are included in the calculation of the Final Closing Amount. (h) For purposes of this Section 11, any breach of, or inaccuracy in, any representation or warranty contained in this Agreement (as well as any certificate delivered pursuant to this Agreement) (other than the representations and warranties set forth in the first sentence of Section 5.14 and Section 5.18(a)), as well as the amount of any Losses resulting from any such breach or inaccuracy, shall be determined without giving effect to any limitations or qualifications regarding materiality, the use of the word “material”, “material respects”, “Company Xxxxx Xxxxxxxx Adverse Effect” or “Buyer Xxxxx Xxxxxxxx Material Adverse Effect”, or any similar term, qualification or limitation based on materiality contained herein. (i) In no event will any Seller (or its Seller Owner) be liable for (A) any breach of, or inaccuracy in, any representation or warranty made by any other Seller (or its Seller Owner) or (B) breach or violation of any covenant or agreement made by any other Seller (or its Seller Owner). No Buyer Indemnified Party shall make a claim to indemnification under Section 11.2(b) unless such claim is made against all of the Sellers, and no Buyer Indemnified Party shall offer to compromise any claim unless the same offer is made to all of the Sellers to which the applicable claim has been made.

Limitations and Other Terms. The rights of the Indemnified Parties to indemnification pursuant to the provisions of this Section 11 are subject to the following limitations: (a) Subject to Section 11.4(d11.4(c), no individual claim by any Indemnified Party for any Losses pursuant to Section 11.2(a)(i), Section 11.2(b)(i) or Section 11.3(a) may be asserted unless and until the aggregate amount of Losses that would be payable pursuant to such claim exceeds an amount equal to $10,000 (which Losses will not be counted toward the Buyer Deductible or the Seller Deductible, as applicable). For the avoidance of doubt, the Seller Deductible shall be reduced by the aggregate amount of claims under the R&W Policy that are not satisfied thereunder due to the application of the “Retention” under the R&W Policy. (b) Subject to Section 11.4(d11.4(c) and Section 11.1(b), (i) the Buyer Indemnified Parties shall not be entitled to indemnification for any Losses pursuant to Section 11.2(a)(i) or Section 11.2(b)(i) until the aggregate amount of the Buyer Indemnified Parties’ Losses under Section 11.2(a)(i) and Section 11.2(b)(i) exceeds the Seller Deductible, after which the Buyer Indemnified Parties may seek indemnification for any Losses (subject to Section 11.1(b)) from the first dollar thereof, up to $2,000,000 an aggregate amount equal to the aggregate consideration received by the applicable Seller pursuant to this Agreement, and (ii) the Sellers shall not be entitled to indemnification for any Losses pursuant to Section 11.3(a) until the aggregate amount of the Sellers’ Losses under Section 11.3(a) exceeds the Buyer Deductible, after which the Sellers may seek indemnification for any Losses from the first dollar thereof, up to (x) in the case of the breach of any Buyer Fundamental Representation, $3,000,00047,000,000, or (y) in the case of a breach of any of the representations and warranties in Article VII (other than the Buyer Fundamental Representations), $4,700,000. (c) In the event that any Buyer Indemnified Party is entitled to indemnification for any Losses arising out of or resulting from (i) any breach of, or inaccuracy in, the Seller Fundamental Representations or the Company Fundamental Representations or (ii) Indemnified Taxes (the “Special Losses”), the Buyer Indemnified Party shall be required to use commercially reasonable efforts to seek recovery first from the R&W Policy for all Special Losses in excess of the retention of the R&W Policy; provided, however, that if at any time (x) any Buyer Indemnified Party has previously recovered Special Losses from the R&W Policy and (y) any Buyer Indemnified Party is entitled to indemnification for any Losses pursuant to Section 11.2 but is unable to fully recover under the R&W Policy due to the fact that the coverage limit of the R&W Policy has been met (such amount which was not recovered under the R&W Policy, the “Reduced Coverage Losses”), then the Seller or the Sellers, as applicable, shall indemnify the Buyer Indemnified Party for the Reduced Coverage Losses (provided that the Sellers shall not be required to indemnify the Buyer Indemnified Party for any Reduced Coverage Losses in excess of the aggregate amount of the Special Losses which were recovered from the R&W Policy). For the avoidance of doubt, and notwithstanding anything herein to the contrary, this Section 11.4(c) shall not limit the ability of the Buyer Indemnified Parties to seek indemnification from the Seller or the Sellers, as applicable, (x) with respect to the portion of the Special Losses which is less than or equal to the retention of the R&W Policy and (y) if the Buyer Indemnified Party does not recover the Special Losses under the R&W Policy for any reason. (d) The limitations set forth in Sections 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising out of or resulting from Fraud. The limitations set forth in Sections 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising out of or resulting from a breach of, or inaccuracy in, the Seller Fundamental Representations, the Company Fundamental Representations or the Buyer Fundamental Representations, respectively. (ed) The amount of any Losses for which indemnification is provided for under this Section 11 shall be reduced by (i) any insurance proceeds or other amounts actually received by the applicable Indemnified Party from third parties with respect to such Losses, other than with respect to the R&W Policy, net of any deductible or any other expense incurred by the Indemnified Parties in obtaining such recovery, (ii) all indemnity, contribution and similar payments received or reasonably expected to be received by the Indemnified Party (or its parent or any of its Subsidiaries) in respect of any such claim, and (iii) any net tax benefits received reduction in cash Taxes actually realized by the applicable Indemnified Party in connection with the Loss that has occurred. The Indemnified Party will use its commercially reasonable best efforts to recover under insurance policies and indemnity, contribution and similar agreements for any Losses prior to seeking indemnification under this Agreement. If the Indemnified Party (or its parent or any of its Subsidiaries) receives any such payment after it has already received an indemnification payment on account of its claim, then it shall promptly reimburse the Indemnifying Party for the amount of such payment to the extent that such amount was not already deducted from the indemnification payment made by the Indemnifying Party. For the avoidance of doubt, and without limitation to the provisions of Section 11.2 or 11.3, an Indemnified Party will not have any indemnity, contribution or similar rights against any Related Party. (fe) In no event will any Indemnified Party be entitled to recover any punitive damages (except to the extent payable as a result of a Third-Party Claim). (gf) In no event will any Indemnified Party be entitled to recover any Losses to the extent such Losses are included reflected in the calculation of the Final Closing Amount. (hg) For purposes of this Section 11, any breach of, or inaccuracy in, any representation or warranty contained in this Agreement (as well as any certificate delivered pursuant to this Agreement) (other than the representations and warranties set forth in the first sentence of Section 5.14 and Section 5.18(a)), as well as the amount of any Losses resulting from any such breach or inaccuracy, shall be determined without giving effect to any limitations or qualifications regarding materiality, the use of the word “material”, “material respects”, “Company Xxxxx Xxxxxxxx Adverse Effect” or “Buyer Xxxxx Xxxxxxxx Adverse Effect”, or any similar term, qualification or limitation based on materiality contained herein. (ih) In no event will any Seller (or its Seller Owner) be liable for (A) any breach of, or inaccuracy in, any representation or warranty made by any other Seller (or its Seller Owner) or (B) breach or violation of any covenant or agreement made by any other Seller (or its Seller Owner)Seller. No Buyer Indemnified Party shall make a claim to indemnification under Section 11.2(b) unless such claim is made against all of the Sellers, and no Buyer Indemnified Party shall offer to compromise any claim unless the same offer is made to all of the Sellers to which the applicable claim has been made.

Limitations and Other Terms. The rights of the Indemnified Parties to indemnification pursuant to the provisions of this Section 11 are subject to the following limitations: (a) Subject Notwithstanding anything to the contrary herein, (i) the aggregate liability of Seller and Seller Members for Damages under Section 11.4(d10.1(a) shall not exceed $2.0 million (the “Cap”), no individual claim by any Indemnified Party for any Losses pursuant to and (ii) Seller and Seller Members shall not be liable under Section 11.2(a)(i), Section 11.2(b)(i10.1(a) or Section 11.3(a) may be asserted unless and until the aggregate amount of Losses that would be payable pursuant to Damages for all Claims under such claim exceeds section equal or exceed an amount equal to $10,000 (which Losses will not be counted toward the Buyer Deductible or the Seller Deductible, as applicable). (b) Subject to Section 11.4(d), (i) the Buyer Indemnified Parties shall not be entitled to indemnification for any Losses pursuant to Section 11.2(a)(i) or Section 11.2(b)(i) until 400,000 in the aggregate amount of the Buyer Indemnified Parties’ Losses under Section 11.2(a)(i) and Section 11.2(b)(i) exceeds the Seller Deductible, after which the Buyer Indemnified Parties may seek indemnification for any Losses from the first dollar thereof, up to $2,000,000 and (ii) the Sellers shall not be entitled to indemnification for any Losses pursuant to Section 11.3(a) until the aggregate amount of the Sellers’ Losses under Section 11.3(a) exceeds the Buyer Deductible, after which the Sellers may seek indemnification for any Losses from the first dollar thereof, up to $3,000,000. (c) In the event that any Buyer Indemnified Party is entitled to indemnification for any Losses arising out of or resulting from (i) any breach of, or inaccuracy in, the Seller Fundamental Representations or the Company Fundamental Representations or (ii) Indemnified Taxes (the “Special LossesThreshold”), the Buyer Indemnified Party at which xxxx Xxxxxx and Seller Members shall be required to use commercially reasonable efforts to seek recovery first from the R&W Policy liable for all Special Losses in excess of such Damages (including those equal to or less than the retention of the R&W PolicyThreshold); provided, however, that if at the limitations Threshold shall not apply to a claim arising out of a breach of a Fundamental Representation or any time representation that was fraudulently made. (xb) any Buyer Indemnified Party has previously recovered Special Losses from Notwithstanding anything to the R&W Policy contrary herein, (i) the aggregate liability of Parent for Damages under Section 10.2(a) shall not exceed the Cap, and (yii) Parent shall not be liable under Section 10.2(a) unless and until the aggregate Damages for all claims under such section equal or exceed Threshold, at which time Parent shall be liable for all such Damages (including those equal to or less than the Threshold; provided, however, that the limitations set forth in this Section 10.5(b) shall not apply to a claim arising out of a breach of a Fundamental Representation or any representation that was fraudulently made. (c) The representations and warranties of each of the Seller, Seller Members and Buyer Indemnified Party in this Agreement (other than Section 3.6(a)) and in any certificate delivered pursuant hereto shall be deemed not to include any Materiality Qualifiers solely for the purposes of calculating the amount of Damages to which a party is entitled to indemnification for any Losses pursuant to Section 11.2 10.1(a) or 10.2(b) (but is unable to fully recover under the R&W Policy due to the fact that the coverage limit of the R&W Policy such Materiality Qualifier shall be taken into account in determining whether there has been met (such amount which was not recovered under the R&W Policy, the “Reduced Coverage Losses”a breach of any representation or warranty in this Agreement), then the Seller or the Sellers, as applicable, shall indemnify the Buyer Indemnified Party for the Reduced Coverage Losses (provided that the Sellers shall not be required to indemnify the Buyer Indemnified Party for any Reduced Coverage Losses in excess of the aggregate amount of the Special Losses which were recovered from the R&W Policy). For the avoidance of doubt, and notwithstanding anything herein to the contrary, this Section 11.4(c) shall not limit the ability of the Buyer Indemnified Parties to seek indemnification from the Seller or the Sellers, as applicable, (x) with respect to the portion of the Special Losses which is less than or equal to the retention of the R&W Policy and (y) if the Buyer Indemnified Party does not recover the Special Losses under the R&W Policy for any reason. (d) The limitations set forth in Sections 11.4(aNo right or obligation under this Article X will be waived or otherwise affected by any knowledge (of any form or type) and 11.4(b) shall not apply with respect to of Parent or Buyer or by any Losses arising out of or resulting from Fraud. The limitations set forth in Sections 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising out of or resulting from a breach ofinvestigation, due diligence, or inaccuracy inverification by or on behalf of Parent or Buyer. All representations, warranties, covenants, and agreements herein will be deemed material and relied upon by each party, and none will be waived by any failure to pursue any action or by consummation of the Seller Fundamental Representations, the Company Fundamental Representations or the Buyer Fundamental Representations, respectivelytransactions contemplated herein. (e) The amount Payments by an Indemnifying Party pursuant to this Article X in respect of any Losses for which indemnification is provided for under this Section 11 Damages shall be reduced by (i) an amount equal to any insurance proceeds or other amounts Tax benefit actually received by the applicable Indemnified Party from third parties with respect to realized as a result of such Losses, net of any deductible or any other expense incurred Damages by the Indemnified Parties Party, determined in obtaining the reasonable discretion of such recovery, Indemnified Party. (iif) all indemnity, contribution and similar payments received or reasonably expected In no event shall any Indemnifying Party be liable to be received by the any Indemnified Party for any punitive damages except arising out of a third-party claim. (or its parent or any of its Subsidiariesg) in respect of any such claim, and (iii) any net tax benefits received by the applicable Indemnified Party in connection with the Loss that has occurred. The Each Indemnified Party will use its commercially reasonable efforts to recover under insurance policies and indemnity, contribution and similar agreements mitigate any Damages for any Losses prior to seeking indemnification under this Agreement. If the which such Indemnified Party (is or its parent or any of its Subsidiaries) receives any such payment after it has already received an indemnification payment on account of its claim, then it shall promptly reimburse the Indemnifying Party for the amount of such payment to the extent that such amount was not already deducted from the indemnification payment made by the Indemnifying Party. For the avoidance of doubt, and without limitation to the provisions of Section 11.2 or 11.3, an Indemnified Party will not have any indemnity, contribution or similar rights against any Related Party. (f) In no event will any Indemnified Party be may become entitled to recover any punitive damages (except to the extent payable as a result of a Third-Party Claim). (g) In no event will any Indemnified Party be entitled to recover any Losses to the extent such Losses are included in the calculation of the Final Closing Amountindemnified hereunder. (h) For purposes of this Section 11, any breach of, or inaccuracy in, any representation or warranty contained in this Agreement (as well as any certificate delivered pursuant to this Agreement) (other than the representations and warranties set forth in the first sentence of Section 5.14 and Section 5.18(a)), as well as the amount of any Losses resulting from any such breach or inaccuracy, Any liability for indemnification hereunder shall be determined without giving effect to any limitations or qualifications regarding materiality, the use duplication of recovery by reason of the word “material”state of facts giving rise to such liability constituting a breach of more than one representation, “material respects”warranty, “Company Xxxxx Xxxxxxxx Adverse Effect” covenant or “Buyer Xxxxx Xxxxxxxx Adverse Effect”, or any similar term, qualification or limitation based on materiality contained hereinagreement. (i) In no event will any Seller (or its Seller Owner) be liable Except with respect to claims for (A) any breach ofequitable relief and except with respect to claims of fraud, or inaccuracy in, any representation or warranty made by any other Seller (or its Seller Owner) or (B) breach or violation of any covenant or agreement made by any other Seller (or its Seller Owner). No Buyer Indemnified Party shall make a claim to indemnification under Section 11.2(b) unless such claim is made against all the rights of the Sellers, Indemnified Parties under this Article X shall be the sole and no Buyer Indemnified Party shall offer to compromise any claim unless the same offer is made to all exclusive remedies of the Sellers to which Indemnified Parties and their respective Affiliates from and after the applicable claim has been madeEffective Time.

Limitations and Other Terms. The rights of the Indemnified Parties to indemnification pursuant to the provisions of this Section 11 are subject to the following limitations: (a) Subject Notwithstanding anything to the contrary herein, (i) the aggregate liability of Seller and Seller Members for Damages under Section 11.4(d10.1(a) shall not exceed $8 million (the “Cap”), no individual claim by any Indemnified Party for any Losses pursuant to and (ii) Seller and Seller Members shall not be liable under Section 11.2(a)(i), Section 11.2(b)(i10.1(a) or Section 11.3(a) may be asserted unless and until the aggregate amount of Losses that would be payable pursuant to Damages for all claims under such claim exceeds section equal or exceed an amount equal to $10,000 (which Losses will not be counted toward the Buyer Deductible or the Seller Deductible, as applicable). (b) Subject to Section 11.4(d), (i) the Buyer Indemnified Parties shall not be entitled to indemnification for any Losses pursuant to Section 11.2(a)(i) or Section 11.2(b)(i) until 150,000 in the aggregate amount of the Buyer Indemnified Parties’ Losses under Section 11.2(a)(i) and Section 11.2(b)(i) exceeds the Seller Deductible, after which the Buyer Indemnified Parties may seek indemnification for any Losses from the first dollar thereof, up to $2,000,000 and (ii) the Sellers shall not be entitled to indemnification for any Losses pursuant to Section 11.3(a) until the aggregate amount of the Sellers’ Losses under Section 11.3(a) exceeds the Buyer Deductible, after which the Sellers may seek indemnification for any Losses from the first dollar thereof, up to $3,000,000. (c) In the event that any Buyer Indemnified Party is entitled to indemnification for any Losses arising out of or resulting from (i) any breach of, or inaccuracy in, the Seller Fundamental Representations or the Company Fundamental Representations or (ii) Indemnified Taxes (the “Special LossesThreshold”), the Buyer Indemnified Party at which xxxx Xxxxxx and Seller Members shall be required to use commercially reasonable efforts to seek recovery first from the R&W Policy liable for all Special Losses in excess of such Damages (including those equal to or less than the retention of the R&W PolicyThreshold); provided, however, that if at the limitations set forth in this Section 10.5(a) shall not apply to a claim arising out of a breach of a Fundamental Representation or any time representation that was fraudulently made. (xb) any Buyer Indemnified Party has previously recovered Special Losses from Notwithstanding anything to the R&W Policy contrary herein, (i) the aggregate liability of Parent for Damages under Section 10.2(a) shall not exceed the Cap, and (yii) any Buyer Indemnified Party is entitled to indemnification for any Losses pursuant to Section 11.2 but is unable to fully recover under the R&W Policy due to the fact that the coverage limit of the R&W Policy has been met (such amount which was not recovered under the R&W Policy, the “Reduced Coverage Losses”), then the Seller or the Sellers, as applicable, shall indemnify the Buyer Indemnified Party for the Reduced Coverage Losses (provided that the Sellers Parent shall not be required to indemnify the Buyer Indemnified Party for any Reduced Coverage Losses in excess of liable under Section 10.2(a) unless and until the aggregate amount of Damages for all claims under such section equal or exceed Threshold, at which time Parent shall be liable for all such Damages (including those equal to or less than the Special Losses which were recovered from Threshold); provided, however, that the R&W Policy). For the avoidance of doubt, and notwithstanding anything herein to the contrary, limitations set forth in this Section 11.4(c10.5(b) shall not limit apply to a claim arising out of a breach of a Fundamental Representation or any representation that was fraudulently made. (c) For purposes of this Article X, the ability representations and warranties of the each of Seller, Parent, and Buyer Indemnified Parties in this Agreement (other than Section 3.6(a)) and in any certificate delivered pursuant hereto shall be deemed not to seek indemnification from the Seller or the Sellers, as applicable, (x) with respect to the portion of the Special Losses which is less than or equal to the retention of the R&W Policy and (y) if the Buyer Indemnified Party does not recover the Special Losses under the R&W Policy for include any reasonMateriality Qualifiers. (d) The limitations set forth in Sections 11.4(aNo right or obligation under this Article X will be waived or otherwise affected by any knowledge (of any form or type) and 11.4(b) shall not apply with respect to of Parent or Buyer or by any Losses arising out of or resulting from Fraud. The limitations set forth in Sections 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising out of or resulting from a breach ofinvestigation, due diligence, or inaccuracy inverification by or on behalf of Parent or Buyer. All representations, warranties, covenants, and agreements herein will be deemed material and relied upon by each party, and none will be waived by any failure to pursue any action or by consummation of the Seller Fundamental Representations, the Company Fundamental Representations or the Buyer Fundamental Representations, respectivelytransactions contemplated herein. (e) The amount of any Losses Any liability for which indemnification is provided for under this Section 11 hereunder shall be reduced determined without duplication of recovery by (i) any insurance proceeds or other amounts actually received by reason of the applicable Indemnified Party from third parties with respect state of facts giving rise to such Lossesliability constituting a breach of more than one representation, net of any deductible warranty, covenant or any other expense incurred by the Indemnified Parties in obtaining such recovery, (ii) all indemnity, contribution and similar payments received or reasonably expected to be received by the Indemnified Party (or its parent or any of its Subsidiaries) in respect of any such claim, and (iii) any net tax benefits received by the applicable Indemnified Party in connection with the Loss that has occurred. The Indemnified Party will use its commercially reasonable efforts to recover under insurance policies and indemnity, contribution and similar agreements for any Losses prior to seeking indemnification under this Agreement. If the Indemnified Party (or its parent or any of its Subsidiaries) receives any such payment after it has already received an indemnification payment on account of its claim, then it shall promptly reimburse the Indemnifying Party for the amount of such payment to the extent that such amount was not already deducted from the indemnification payment made by the Indemnifying Party. For the avoidance of doubt, and without limitation to the provisions of Section 11.2 or 11.3, an Indemnified Party will not have any indemnity, contribution or similar rights against any Related Partyagreement. (f) In no event will any Indemnified Party be entitled Except with respect to recover any punitive damages (claims for equitable relief and except with respect to claims of fraud, the extent payable as a result of a Third-Party Claim). (g) In no event will any Indemnified Party be entitled to recover any Losses to the extent such Losses are included in the calculation rights of the Final Closing Amount. (h) For purposes Indemnified Parties under this Article X shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates for a breach of this Section 11, any breach of, or inaccuracy in, any representation or warranty contained in this Agreement (as well as any certificate delivered pursuant to this Agreement) (other than from and after the representations and warranties set forth in the first sentence of Section 5.14 and Section 5.18(a)), as well as the amount of any Losses resulting from any such breach or inaccuracy, shall be determined without giving effect to any limitations or qualifications regarding materiality, the use of the word “material”, “material respects”, “Company Xxxxx Xxxxxxxx Adverse Effect” or “Buyer Xxxxx Xxxxxxxx Adverse Effect”, or any similar term, qualification or limitation based on materiality contained hereinEffective Time. (i) In no event will any Seller (or its Seller Owner) be liable for (A) any breach of, or inaccuracy in, any representation or warranty made by any other Seller (or its Seller Owner) or (B) breach or violation of any covenant or agreement made by any other Seller (or its Seller Owner). No Buyer Indemnified Party shall make a claim to indemnification under Section 11.2(b) unless such claim is made against all of the Sellers, and no Buyer Indemnified Party shall offer to compromise any claim unless the same offer is made to all of the Sellers to which the applicable claim has been made.