Common use of Limitations; Exclusive Remedy Clause in Contracts

Limitations; Exclusive Remedy. Notwithstanding anything to the contrary contained in this Agreement: (a) The Indemnifying Party will not be entitled to indemnification under Section 7.1(a) or (b), as applicable, and the Indemnified Party shall have no liability thereunder, unless and until the aggregate Indemnifiable Amounts incurred by the Indemnifying Party thereunder exceeds $984,932 (the “Threshold Amount”); provided that if and when the aggregate Indemnifiable Amounts under either Section 7.1(a) or (b) exceeds the Threshold Amount, the Buyer Indemnified Parties or the Company Indemnified Parties, respectively, will be entitled to be indemnified for such aggregate Indemnifiable Amounts in excess of the Threshold Amount. The aggregate maximum Indemnifiable Amounts for which an Indemnifying Party shall be entitled to indemnification under this Article VII shall be limited to $11,819,190 (the “Cap”). Notwithstanding the foregoing provisions of this Section 7.5(a), (i) the Cap and the Threshold Amount shall not apply to indemnification claims for Indemnifiable Amounts incurred by the Indemnified Party (A) under Section 7.1(a)(ii) or 7.1(b)(ii), as applicable, or (B) as a result of fraud committed by the Indemnifying Party, and (ii) the Threshold Amount shall not apply to indemnification claims (x) under Section 7.1(b)(iii) or (y) for Indemnifiable Amounts incurred by Buyer or the Company, as the case may be as a result of a Breach of an Excluded Representation. (b) Any payment to an Indemnified Party shall be limited to the amount of Indemnifiable Amounts that remain after deducting therefrom any insurance proceeds recoverable by the Indemnified Party or its Affiliates in connection therewith. Each party shall use commercially reasonable efforts to mitigate Indemnifiable Amounts upon or after becoming aware of any event that could reasonably be expected to give rise thereto. Without limiting the foregoing, each Indemnified Party shall use its commercially reasonable efforts to collect any amount available from any third party alleged to be responsible for any Indemnifiable Amounts for which an indemnity claim is being made. Neither party shall be entitled to indemnification with respect to any amount included in the adjustments provided in Section 2.2. (c) The rights of the parties to indemnification relating to this Agreement shall be strictly limited to those contained in this Article VII, and such indemnification rights shall be the sole and exclusive remedy of the parties with respect to any matter relating to this Agreement or arising in connection herewith; provided, however, that the foregoing shall not apply in the event of fraud and shall not limit the parties’ rights under Section 9.11.

Limitations; Exclusive Remedy. Notwithstanding anything to the contrary contained in this Agreement: (a) The Indemnifying Party indemnification provided for in Section 10.02(a) is subject to the following limitations: (i) the Seller will not be entitled liable to indemnification under indemnify the Purchaser Indemnified Persons pursuant to Section 7.1(a10.02(a) or (b), as applicable, and the Indemnified Party shall have no liability thereunder, unless and until the Purchaser Indemnified Persons have suffered Losses as a result of breaches in excess of $1,725,000 in the aggregate Indemnifiable Amounts incurred by the Indemnifying Party thereunder exceeds $984,932 (the “Threshold AmountIndemnification Basket”); provided that if and when , in which event the aggregate Indemnifiable Amounts under either Section 7.1(a) or (b) exceeds the Threshold Amount, the Buyer Purchaser Indemnified Parties or the Company Indemnified Parties, respectively, will be entitled to be indemnified Persons may solely claim indemnification for such aggregate Indemnifiable Amounts all Losses in excess of the Threshold Amount. The aggregate maximum Indemnifiable Amounts for which an Indemnifying Party shall be entitled to indemnification under this Article VII shall be limited to $11,819,190 (the “Cap”). Notwithstanding the foregoing provisions of this Section 7.5(a), (i) the Cap and the Threshold Amount shall not apply to indemnification claims for Indemnifiable Amounts incurred by the Indemnified Party (A) under Section 7.1(a)(ii) or 7.1(b)(ii), as applicable, or (B) as a result of fraud committed by the Indemnifying Party, and Indemnification Basket; (ii) the Threshold Amount Indemnifying Person will not be liable under Section 10.02(a) for any Losses relating to any matter to the extent that (i) there is included in the Final Closing Statement a specific liability or specific reserve relating to such matter or (ii) the Indemnified Person had otherwise been compensated for such matter pursuant to the purchase price adjustments under Section 2.07; and (iii) Seller shall not apply only be obligated to indemnify the Purchaser Indemnified Persons for indemnification claims (xmade pursuant to Section 10.02(a) under Section 7.1(b)(iii) or (y) for Indemnifiable Amounts incurred by Buyer or the Company, as the case may be as up to a result maximum aggregate amount of a Breach of an Excluded Representation$1,725,000. (b) Any payment Seller will not be liable to an indemnify the Purchaser Indemnified Party shall be limited Persons pursuant to Section 10.02(b) unless and until the amount Purchaser Indemnified Persons have suffered Losses as a result of Indemnifiable Amounts that remain after deducting therefrom any insurance proceeds recoverable by the Indemnified Party or its Affiliates breaches thereof in connection therewith. Each party shall use commercially reasonable efforts to mitigate Indemnifiable Amounts upon or after becoming aware excess of any event that could reasonably be expected to give rise thereto. Without limiting the foregoing, each Indemnified Party shall use its commercially reasonable efforts to collect any amount available from any third party alleged to be responsible for any Indemnifiable Amounts for which an indemnity claim is being made. Neither party shall be entitled to indemnification with respect to any amount included $1,000,000 in the adjustments provided aggregate, in Section 2.2. (c) The rights of which event the parties to Purchaser Indemnified Persons may claim indemnification relating to this Agreement shall be strictly limited to those contained in this Article VII, and for all such indemnification rights shall be the sole and exclusive remedy of the parties with respect to any matter relating to this Agreement or arising in connection herewithLosses; provided, however, that Seller shall only be obligated to indemnify the Purchaser Indemnified Persons for indemnification claims made pursuant to Section 10.02(b) up to a maximum aggregate amount of $10,000,000. (c) Seller shall only be obligated to indemnify the Purchaser Indemnified Persons for indemnification claims made pursuant to Section 10.02(f) up to a maximum aggregate amount equal to the Final Purchase Price. (d) If the Purchaser Indemnified Persons are entitled to indemnification for certain Losses pursuant to Section 10.02(c) and also pursuant to Sections 10.02(a), 10.02(b) or the R&W Insurance Policy, then the Purchaser Indemnified Persons shall seek recovery for such Losses (i) first through claims made under Section 10.02(a), 10.02(b) and the R&W Insurance Policy (to the extent available), and (ii) second, to the extent that the amounts recoverable or actually recovered by the Purchaser Indemnified Persons pursuant to the foregoing clause (i) are insufficient to fully compensate the Purchaser Indemnified Persons for all such Losses, through claims made under Section 10.02(c). (e) For purposes of any indemnity obligation under this Article 10 with respect to any breach of any representation or warranty contained in this Agreement, any qualifications or limitations set forth in such representation or warranty as to materiality, material adverse effect, or “Business Material Adverse Effect” (or any other similar materiality qualifier) contained therein shall be disregarded both for purposes of determining if a breach occurred and for purposes of calculating Losses (except with respect to Section 3.06, Section 3.07(b), Section 3.15(b), and use of the defined term “Business Material Contract”). (f) No Indemnified Person shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person or its Affiliates has been otherwise indemnified or previously reimbursed for such amount under any other provision of this Agreement. The amount of Losses which an Indemnified Person shall be entitled to recover hereunder with respect to any matter shall be reduced by the amount of all amounts actually recovered under insurance policies (specifically excluding the R&W Insurance Policy) with respect to such matter, in each case, net of any expenses, costs (including costs of collection or enforcement), deductibles, retro-premium adjustments and other out-of-pocket costs incurred in connection with procuring such proceeds or recovery (including any expected increases to insurance premiums as a result of such claim). An Indemnified Person shall use its commercially reasonable efforts, which efforts shall not require the institution of any Actions, to procure, receive and collect all insurance proceeds, provided, that obtaining any insurance recovery shall not be a condition to the ability of any Indemnified Person obtaining any recovery under Article 10. In addition, an Indemnified Person shall be responsible for taking or causing to be taken commercially reasonable steps to mitigate its Losses to the extent required by Law. In any case where an Indemnified Person actually recovers under insurance policies (specifically excluding the R&W Insurance Policy) any amount, with and subject to the limitations set forth in the second sentence of this Section 10.04(e), in respect of a matter for which such Indemnified Person has already been indemnified pursuant to Section 10.02(a) or Section 10.02(b), such Indemnified Person shall promptly pay over the amount so recovered (after deducting therefrom the amount of the expenses and costs incurred by such Indemnified Person following the Closing in procuring such recovery, including any expected increases to insurance premiums as a result of such claim), but, in any case, not in excess of the amount previously so paid out to or on behalf of Indemnified Person in respect of such matter, to the Indemnifying Person. (g) From and after the Closing, the exclusive remedy of the Parties and any other Indemnified Person for Losses or other monetary damages arising from a breach of this Agreement shall be the indemnification provided under this Article 10, the indemnification provided under Section 7.02 and, in the case of Purchaser, the R&W Insurance Policy; provided, however, that (i) the foregoing shall not apply limit any Person’s rights or remedies pursuant to Section 2.06, Section 2.07, Section 5.18 or Section 11.11, and (ii) nothing in this Agreement shall limit any Person’s rights or remedies in the event of fraud and shall not limit the parties’ rights under Section 9.11Fraud.

Limitations; Exclusive Remedy. Notwithstanding anything The entitlement of any Indemnified Persons to be indemnified pursuant to this Article IX shall be subject to each of the contrary contained in this Agreementfollowing principles and qualifications: (a) The Indemnifying Party will not No claim for Damages pursuant to Section 9.2 may be entitled asserted by any Indemnified Person after the expiration of the applicable Survival Period; provided, however, that claims asserted in a Claim Notice in accordance with Section 9.4 prior to indemnification under Section 7.1(a) or (b), as applicable, and the Indemnified Party expiration of the applicable Survival Period shall have no liability thereunder, unless and survive expiration of the applicable Survival Period until the aggregate Indemnifiable Amounts incurred by the Indemnifying Party thereunder exceeds $984,932 (the “Threshold Amount”); provided that if and when the aggregate Indemnifiable Amounts under either Section 7.1(a) or resolution of such claim in accordance with this Article IX. (b) No claim for Damages shall be made pursuant to Section 9.2(a) unless the aggregate amount of all Damages for which claims are made pursuant to Section 9.2(a) by Indemnified Persons exceeds $620,000 (the "Threshold Amount"). If the total amount of Damages exceeds the Threshold Amount, then the Buyer Indemnified Parties or Persons shall be entitled, subject to the Company Indemnified Partiesterms and conditions of this Article IX, respectively, will be entitled to be indemnified against and compensated and reimbursed for such aggregate Indemnifiable Amounts in excess of all Damages including the Threshold Amount. The aggregate maximum Indemnifiable Amounts for which an Indemnifying Party shall be entitled to indemnification under this Article VII shall be limited to $11,819,190 (the “Cap”). Notwithstanding the foregoing provisions of this Section 7.5(a), (i) the Cap and the Threshold Amount shall not apply to indemnification claims for Indemnifiable Amounts incurred by the Indemnified Party (A) under Section 7.1(a)(ii) fraud or 7.1(b)(ii), as applicable, or (B) as a result of fraud committed by the Indemnifying Party, and (ii) the Threshold Amount shall not apply to indemnification claims (x) under Section 7.1(b)(iii) or (y) for Indemnifiable Amounts incurred by Buyer or the Company, as the case may be as a result of a Breach of an Excluded Representation. (b) Any payment to an Indemnified Party shall be limited to the amount of Indemnifiable Amounts that remain after deducting therefrom any insurance proceeds recoverable by the Indemnified Party or its Affiliates in connection therewith. Each party shall use commercially reasonable efforts to mitigate Indemnifiable Amounts upon or after becoming aware of any event that could reasonably be expected to give rise thereto. Without limiting the foregoing, each Indemnified Party shall use its commercially reasonable efforts to collect any amount available from any third party alleged to be responsible for any Indemnifiable Amounts for which an indemnity claim is being made. Neither party shall be entitled to indemnification with respect to any amount included in the adjustments provided in Section 2.2intentional misrepresentation. (c) The rights amount of any Damages that are subject to indemnification under this Article IX shall be calculated net of the parties amount of (i) any insurance proceeds actually received by the Indemnified Persons in connection with such Damages, (ii) any reserve provided for the item in question in the Latest Balance Sheet, (iii) any adjustments to indemnification relating the Total Merger Consideration pursuant to Section 3.2(d) with respect to the subject matter in dispute and (iv) any amounts actually recovered by an Indemnified Person from another Person in respect of such Damages. Damages shall not include any amount reflected in clauses (i)(a)-(f) of the definition of Total Merger Consideration. (d) Other than claims based upon the Special Matters, Pre-Closing Taxes, fraud or intentional misrepresentation ("Limitation Exceptions"), from and after the Closing, recourse of Parent and any other Indemnified Person to the Escrow Fund pursuant to this Agreement shall be strictly limited to those contained in this Article VII, and such indemnification rights the Escrow Agreement shall be the sole and exclusive remedy of Parent and any other Indemnified Persons for Damages for matters related to this Agreement and the transactions contemplated hereby. For clarity, claims based on the Limitations Exceptions shall remain subject to the procedures set forth in Sections 9.4, 9.5 and 9.6. Notwithstanding the foregoing, any claims following the Closing based upon the Limitation Exceptions must be made, first, against the Escrow Fund, and only once all amounts in the Escrow Fund have been paid out to the applicable parties may claims be made directly against the applicable Company Holders for Damages based upon the Limitation Exceptions. To the extent there are claims based upon the Limitation Exceptions and claims not based upon the Limitation Exceptions and the amount of such claims is (in the aggregate) in excess of the Escrow Fund, Damages not based upon the Limitation Exceptions will be charged against the Escrow Fund prior to the Damages based upon the Limitation Exceptions. Notwithstanding anything to the contrary set forth herein, the right of Parent or any other Indemnified Person to recover Damages from a Company Holder in connection with a claim related to the Limitation Exceptions shall be limited to the Company Holder's Pro Rata Portion of the Damages and in no event exceed the amount of consideration actually received by such Company Holder pursuant to Article II and the Company Sale Bonus Plan. (e) Except for Damages that result from a Third Party Claim and are actually paid by the Indemnified Person, in no event shall any Company Holder be liable for any punitive or, to the extent they are reasonably foreseeable, special, consequential, exemplary or other similar damages, including diminution in value, lost profits, lost revenues, or loss of business opportunity or reputation. No Company Holder shall be obligated to indemnify any Indemnified Person with respect to (i) any matter relating representation, warranty, covenant, agreement or condition specifically waived in writing at or prior to the Closing, (ii) any Damages for which a Claims Notice was not duly delivered prior to the expiration of the applicable Survival Period, or (iii) any liability that was included in the Post-Closing Working Capital Statement. (f) The amount of any indemnification payments under this Article IX shall be deemed to reduce the Escrow Fund by each Company Holder's Pro Rata Portion of any such indemnification payments. (g) Notwithstanding anything to the contrary herein, in no event shall any Company Holder have any obligation to indemnify any Indemnified Person pursuant to this Agreement Article IX for any Damages related to or arising from either the amount, any diminution in connection herewith; providedvalue, howeveror limitation of any Tax asset or attribute (e.g., that any net operating loss carryover or tax credit carryover) of the foregoing Company or its Subsidiaries, or the ability of Parent or the Surviving Company to utilize any such Tax asset or attribute for any taxable period commencing on or after the Effective Time. (h) All indemnification payments made pursuant to this Article IX shall not apply in be treated by the event of fraud and shall not limit parties as adjustments to the parties’ rights under Section 9.11Total Merger Consideration, including for Tax purposes, unless otherwise required by applicable law.

Limitations; Exclusive Remedy. (a) Neither Buyer nor Seller shall be entitled to recover under the provisions of this ARTICLE VII, (i) in respect of any individual Loss suffered by the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, unless and until the amount of such Loss, or series of related Losses, exceeds $50,000 (the “De Minimis Threshold”), and (ii) unless and until the aggregate amount of all Losses suffered by the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, exceeds $150,000 in the aggregate (the “Deductible”), it being understood that any individual claim for amounts less than the De Minimis Threshold shall be ignored in determining whether the Deductible has been exceeded. (b) In the event of any claim for indemnification under Section 7.2 or Section 7.4, the maximum aggregate liability of either Buyer or Seller shall in no event exceed $10,000,000 respectively; provided, that the foregoing shall not apply to any claim for indemnification for any breach of any of the covenants contained in ARTICLE VI or the representations made by Seller under Sections 4.3 and 4.7 of ARTICLE IV. In the event of any claim for indemnification under Section 7.3, the maximum aggregate liability of Pxxxxxx Company plc shall in no event exceed $10,000,000. Except in the case of fraud, from and after the Closing, the indemnification provided pursuant to this ARTICLE VII shall be the sole and exclusive remedy hereto for any Losses as a result of, with respect to or arising out of the breach of this Agreement. Notwithstanding the foregoing, this Section 7.5 shall not limit the rights of the Parties to seek equitable remedies for specific performance or injunctive relief. (c) Notwithstanding anything to the contrary contained in this Agreement: (a) The Indemnifying Party will not be entitled , except as payable to indemnification under Section 7.1(a) or (b)a third party, as applicable, and the no Indemnified Party shall have no liability thereunder, unless and until the aggregate Indemnifiable Amounts incurred by the Indemnifying Party thereunder exceeds $984,932 (the “Threshold Amount”); provided that if and when the aggregate Indemnifiable Amounts under either Section 7.1(aas defined below) or (b) exceeds the Threshold Amount, the Buyer Indemnified Parties or the Company Indemnified Parties, respectively, will be entitled to be indemnified for such aggregate Indemnifiable Amounts in excess of the Threshold Amount. The aggregate maximum Indemnifiable Amounts for which an Indemnifying Party shall be entitled to indemnification under this Article VII shall be limited to $11,819,190 (the “Cap”). Notwithstanding the foregoing provisions of this Section 7.5(a), (i) the Cap and the Threshold Amount shall not apply to indemnification claims for Indemnifiable Amounts incurred by the Indemnified Party (A) under Section 7.1(a)(ii) or 7.1(b)(ii), as applicable, or (B) as a result of fraud committed by the Indemnifying Party, and (ii) the Threshold Amount shall not apply to indemnification claims (x) under Section 7.1(b)(iii) or (y) for Indemnifiable Amounts incurred by Buyer or the Company, as the case may be as a result of a Breach of an Excluded Representation. (b) Any payment to an Indemnified Party shall be limited to the amount of Indemnifiable Amounts that remain after deducting therefrom any insurance proceeds recoverable by the Indemnified Party or its Affiliates in connection therewith. Each party shall use commercially reasonable efforts to mitigate Indemnifiable Amounts upon or after becoming aware of any event that could reasonably be expected to give rise thereto. Without limiting the foregoing, each Indemnified Party shall use its commercially reasonable efforts to collect any amount available from any third party alleged to be responsible for any Indemnifiable Amounts for which an indemnity claim is being made. Neither party shall be entitled to indemnification with respect to any amount included in the adjustments provided in Section 2.2special, consequential, punitive or duplicative Losses. (c) The rights of the parties to indemnification relating to this Agreement shall be strictly limited to those contained in this Article VII, and such indemnification rights shall be the sole and exclusive remedy of the parties with respect to any matter relating to this Agreement or arising in connection herewith; provided, however, that the foregoing shall not apply in the event of fraud and shall not limit the parties’ rights under Section 9.11.

Limitations; Exclusive Remedy. Notwithstanding anything The entitlement of any Indemnified Persons to be indemnified pursuant to this Article XI will be subject to each of the contrary contained in this Agreementfollowing principles or qualifications: (a) The Indemnifying Party Indemnified Persons will not be entitled to indemnification under recover Losses pursuant to Section 7.1(a) or (b11.2(a)(i), as applicableSection 11.2(a)(ii), and the Indemnified Party shall have no liability thereunder, unless and Section 11.2(c)(i). until the aggregate Indemnifiable Amounts incurred of all Losses for which claims are made hereunder by the Indemnifying Party thereunder Indemnified Persons exceeds $984,932 500,000 (the “Threshold AmountDeductible”); provided that if and when , at which time the aggregate Indemnifiable Amounts under either Section 7.1(a) or (b) exceeds the Threshold Amount, the Buyer Indemnified Parties or the Company Indemnified Parties, respectively, will Persons shall be entitled to be indemnified for recover in accordance with this Agreement all such aggregate Indemnifiable Amounts Losses in excess of the Threshold Amount. The aggregate maximum Indemnifiable Amounts for which an Indemnifying Party shall be entitled Deductible, subject to indemnification under the other limitations in this Article VII shall be limited to $11,819,190 (the “Cap”). Notwithstanding the foregoing provisions of this Section 7.5(a), (i) the Cap and the Threshold Amount shall not apply to indemnification claims for Indemnifiable Amounts incurred by the Indemnified Party (A) under Section 7.1(a)(ii) or 7.1(b)(ii), as applicable, or (B) as a result of fraud committed by the Indemnifying Party, and (ii) the Threshold Amount shall not apply to indemnification claims (x) under Section 7.1(b)(iii) or (y) for Indemnifiable Amounts incurred by Buyer or the Company, as the case may be as a result of a Breach of an Excluded RepresentationXI. (b) Any payment Except in the case of indemnification claims relating to an Indemnified Party any breach of, or inaccuracy in, any Fundamental Representations in Article IV, the Purchaser’s sole recourse for indemnification claims under Section 11.2(a)(i), Section 11.2(a)(ii), and Section 11.2(c)(i), shall be limited to the amount by way of Indemnifiable Amounts that remain after deducting therefrom any insurance proceeds recoverable by the Indemnified Party or its Affiliates in connection therewith. Each party shall use commercially reasonable efforts to mitigate Indemnifiable Amounts upon or after becoming aware of any event that could reasonably be expected to give rise thereto. Without limiting the foregoing, each Indemnified Party shall use its commercially reasonable efforts to collect any amount available from any third party alleged to be responsible for any Indemnifiable Amounts for which an indemnity claim is being made. Neither party shall be entitled to indemnification with respect to any amount included set-off against Holdback Indemnity Shares in the adjustments provided in Section 2.2Indemnity Proportions. (c) The rights Purchaser’s sole recourse for indemnification claims under Section 11.2(a)(iii), Section 11.2(a)(iv), Section 11.2(a)(v), Section 11.2(a)(vi), and/or Section 11.2(a)(vii) shall be by way of (i) set off against Holdback Indemnity Shares and (ii) set off against the Second Payment Consideration in accordance with Section 11.6, with any set off against the Second Payment Consideration being made in accordance with the Second Payment Indemnity Proportions. (d) In no event will the aggregate liability of any Seller for any and all indemnification claims under this Agreement exceed the amount of Total Consideration actually received by such Seller (including, for the avoidance of doubt, the Holdback Shares, if and to the extent released to the Seller), unless such indemnity claim is being made in respect of fraud committed by such Seller (in which event there shall be no limitation on the liability of such Seller hereunder with respect to such fraud). (e) For purposes of calculating Losses arising from the breach of any representation or warranty made in this Agreement and for determining whether a breach of a representation or warranty has occurred, any limitation as to material, materiality, Material Adverse Effect or similar qualification contained in the representations and warranties will be disregarded and given no effect. (f) The amount of any Losses that are subject to indemnification under this Article XI will be calculated net of the amount of any insurance proceeds, indemnification payments or reimbursements actually received by the Indemnified Persons from third parties to (other than the Sellers) in respect of such Losses (net of any costs or expenses (including Taxes) incurred in obtaining such insurance, indemnification relating to this Agreement shall be strictly limited to those contained or reimbursement and net of any insurance retentions, deductibles, co-insurance, or premium increases); provided that, except for the following sentence, nothing in this Article VIIXI shall be construed as or give rise to an obligation to seek any such insurance, indemnification or reimbursement. (g) The Indemnified Persons will use commercially reasonable efforts to seek recovery under the R&W Policy with respect to any applicable Losses in excess of the retention under the R&W Policy with respect to any applicable Losses. (h) If, following the Closing, any Claim is made by any Indemnified Person, or otherwise becomes due from the Sellers pursuant to this Article XI in respect of any Losses (a “Loss Payment”), none of the Sellers will have any rights against any member of the Company Group, or any director, officer, Employee or Worker thereof (in their capacity as such), whether by reason of contribution, indemnification, subrogation or otherwise in respect of any such Loss Payment, and shall not take any action against any member of the Company Group or any such Person with respect thereto. (i) The fact that an Indemnified Person conducted a due diligence investigation or had knowledge of a breach or inaccuracy of a representation or warranty, or the nonperformance or breach of a covenant or agreement, shall not be a defense to any party’s obligations under this Article XI. (j) Except in the case of fraud and for the right to seek equitable remedies under Section 12.14, the indemnification rights shall be provisions under this Article XI and the purchase price adjustment provisions under Article II are the sole and exclusive remedy for any breach by any Party of this Agreement after the parties Closing. (k) For the avoidance of doubt, any Losses for indemnification under this Agreement shall be determined without duplication of recovery due to the facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement or other indemnifiable matter under Section 11.2. The Indemnified Persons shall not be entitled to indemnification, compensation or reimbursement with respect to any matter relating amount or item to the extent such amount or item was actually included in the calculation of the Closing Consideration as finally determined in accordance with Article II. (l) All indemnification payments made pursuant to this Agreement Article XI will be treated by the Parties as adjustments to the Total Consideration, including for Tax purposes, except to the extent otherwise required by a change in Law after the date hereof, a closing agreement with the applicable Tax Authority, or arising in connection herewith; provided, however, that the foregoing shall not apply in the event a final judgment of fraud and shall not limit the parties’ rights under Section 9.11a court of competent jurisdiction.

Limitations; Exclusive Remedy. Notwithstanding anything (a) If the Closing occurs, (i) Sellers will have no liability for indemnification pursuant to this Article 11 unless, on or before the third anniversary of the Closing Date, Buyer notifies Sellers of a claim specifying the factual basis of that claim in reasonable detail; and (ii) Buyer will have no Liability to Sellers for indemnification pursuant to Section 11.2(a) (and Section 11.2(c) to the contrary extent incidental to 11.2(a)) unless, on or before the third anniversary of the Closing Date, Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail. (b) Sellers will have no Liability with respect to individual claims pursuant to this Article 11, and Buyer shall have no Liability with respect to individual claims pursuant to Section 11.2(a) and Section 11.2(c) as it relates to Section 11.2(a) that involve Losses of less than $5,000. (c) Sellers will have no Liability for Losses pursuant to this Article 11 until the aggregate of all Losses exceeds $800,000, in which event only the amount that Buyer is entitled to recover in respect of any such claims in excess of $800,000 shall be payable; provided, that, the maximum amount recoverable by Buyer for indemnification claims under this Article 11 shall in the aggregate be equal to the Purchase Price. (d) The indemnities set forth in this Article 11 shall be the exclusive remedy of Buyer or Seller for any misrepresentation, breach of warranty, or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement: (a) The Indemnifying Party will not be entitled to indemnification under Section 7.1(a) or (b), as applicable, and the Indemnified Party shall have no liability thereunder, unless and until the aggregate Indemnifiable Amounts incurred by the Indemnifying Party thereunder exceeds $984,932 (the “Threshold Amount”); provided that if and when the aggregate Indemnifiable Amounts under either Section 7.1(a) or (b) exceeds the Threshold Amount, the Buyer Indemnified Parties or the Company Indemnified Parties, respectively, will be entitled to be indemnified for such aggregate Indemnifiable Amounts in excess of the Threshold Amount. The aggregate maximum Indemnifiable Amounts for which an Indemnifying Party shall be entitled to indemnification under this Article VII shall be limited to $11,819,190 (the “Cap”). Notwithstanding the foregoing provisions of this Section 7.5(a)that, (i) the Cap and the Threshold Amount indemnities set forth in this Article 11 shall not apply preclude the purchase price adjustments and other payments required pursuant to indemnification claims Article 3 and (ii) nothing in this Article 11 shall limit any right of any party hereto to any non-monetary remedy for Indemnifiable Amounts any breach of this Agreement or to any monetary remedy for breach of any covenant or agreement in Section 7.4, Section 8.2, Section 8.3(b) or Article 13 of another party to be performed on or after the Closing. (e) Notwithstanding anything in this Agreement to the contrary, Sellers shall be responsible in accordance with this Article 11 for any Losses incurred by the Indemnified Party (A) under Section 7.1(a)(ii) or 7.1(b)(ii), as applicable, or (B) Buyer as a result of fraud committed by Buyer's failure to comply with any applicable law during the Indemnifying Party, and (ii) the Threshold Amount shall not apply to indemnification claims (x) under Section 7.1(b)(iii) or (y) for Indemnifiable Amounts incurred by Buyer or the Company, as the case may be as a result of a Breach of an Excluded Representation. (b) Any payment to an Indemnified Party shall be limited to the amount of Indemnifiable Amounts that remain after deducting therefrom any insurance proceeds recoverable by the Indemnified Party or its Affiliates in connection therewith. Each party shall use commercially reasonable efforts to mitigate Indemnifiable Amounts upon or after becoming aware of any event that could reasonably be expected to give rise thereto. Without limiting the foregoing, each Indemnified Party shall use its commercially reasonable efforts to collect any amount available from any third party alleged to be responsible for any Indemnifiable Amounts for which an indemnity claim is being made. Neither party shall be entitled to indemnification with respect to any amount included in the adjustments provided in Section 2.2. (c) The rights of the parties to indemnification relating to this Agreement shall be strictly limited to those contained in this Article VII, and such indemnification rights shall be the sole and exclusive remedy of the parties with respect to any matter relating to this Agreement or arising in connection herewith; provided, however, that the foregoing shall not apply in the event of fraud and shall not limit the parties’ rights under Section 9.11.first twelve months

Limitations; Exclusive Remedy. Notwithstanding anything The entitlement of any Indemnified Persons to be indemnified pursuant to this Article X shall be subject to each of the contrary contained in this Agreementfollowing principles or qualifications: (a) The Indemnifying Party will not No claim for the recovery of Indemnifiable Damages pursuant to Section 10.2 or 10.3 may be entitled asserted by any Indemnified Person after the expiration of the applicable Survival Period; provided, however, that claims first asserted in writing prior to indemnification under such expiration in a Claim Notice shall survive expiration of the applicable survival period. (b) No claim for Indemnifiable Damages shall be made pursuant to Section 7.1(a10.2(a) or (b10.3(a) unless the aggregate of all Indemnifiable Damages for which claims under such Section 10.2(a) or 10.3(a), as applicable, and the Indemnified Party shall have no liability thereunder, unless and until the aggregate Indemnifiable Amounts incurred are made hereunder by the Indemnifying Party thereunder Purchaser Indemnified Persons or the Sellers Indemnified Persons, as applicable, exceeds $984,932 540,000 (the “Threshold Amount”); provided that if and when . If the aggregate total amount of Indemnifiable Amounts Damages under either such Section 7.1(a10.2(a) or (b) 10.3(a), as applicable, exceeds the Threshold Amount, then the Buyer applicable Indemnified Parties or the Company Indemnified Parties, respectively, will Persons shall be entitled to be indemnified against and compensated and reimbursed for such aggregate all Indemnifiable Amounts in excess of Damages including the Threshold Amount. The aggregate maximum Indemnifiable Amounts for which an Indemnifying Party shall be entitled to indemnification under this Article VII shall be limited to $11,819,190 (the “Cap”). Notwithstanding the foregoing provisions of this Section 7.5(a), (i) the Cap and the Threshold Amount shall not apply to indemnification claims for Indemnifiable Amounts incurred by the Indemnified Party (A) under made pursuant to Section 7.1(a)(ii10.2(a) or 7.1(b)(ii)10.3(a) based on fraud, as applicablebreaches of the Fundamental Representations, or (B) as a result breach of fraud committed by the Indemnifying Partyrepresentations and warranties set forth in Section 4.23 with respect to collectibility of the Accounts Receivable. The foregoing notwithstanding, and (ii) the Threshold Amount shall not apply to indemnification claims (x) under Section 7.1(b)(iii) or (y) for Indemnifiable Amounts incurred by Buyer or the Company, as the case may be as a result of a Breach of an Excluded Representation. (b) Any payment to an Indemnified no Party shall be limited have an obligation to indemnify Indemnified Persons with respect to any individual claim for which the amount of Indemnifiable Amounts Damages are less than $5,000; provided, however, that remain after deducting therefrom any insurance proceeds recoverable by the Indemnified Party or its Affiliates in connection therewith. Each party shall use commercially reasonable efforts to mitigate Indemnifiable Amounts upon or after becoming aware of any event that could reasonably be expected to give rise thereto. Without limiting the foregoing, each Indemnified Party shall use its commercially reasonable efforts to collect any amount available from any third party alleged to be responsible for any Indemnifiable Amounts individual claim for which an indemnity claim such $5,000 amount is being made. Neither party exceeded, Indemnified Persons shall be entitled to indemnification with respect to the full amount of any amount included in the adjustments provided in Section 2.2such claim, disregarding such $5,000 threshold. (c) The rights amount of any Indemnifiable Damages that are subject to indemnification under this Article X shall be calculated net of the parties amount of any insurance proceeds actually received by the Indemnified Persons in connection with such Indemnifiable Damages or any of the events or circumstances giving rise or otherwise related to indemnification relating such Indemnifiable Damages (net of all deductibles, co-payments, and all costs of collection of any such insurance proceeds). If any such insurance proceeds are received by any Indemnified Person after receiving payment or reimbursement for any Indemnifiable Damages hereunder, such Indemnified Person shall promptly cause to be paid to the indemnifying Party an amount equal to the lesser of such insurance proceeds or the amount of such Indemnifiable Damages previously paid or reimbursed. (d) For purposes of determining the amount of any Indemnifiable Damages only, each representation and warranty shall be read without regard and without giving effect to any Materiality Qualifier contained therein (as if each such standard or qualification were deleted from such representation or warranty). (e) With the exception of claims based upon fraud or any breach of any Fundamental Representation, recourse of Purchaser and any other Purchaser Indemnified Person for claims under Section 10.2(a) shall be limited to the right to receive from the Sellers, at the Sellers option, either (i) shares of Class A Common Stock (which do not need to be then subject to the terms of the Lock-up Agreements (“Locked-up Shares”)), including any Escrow Consideration, valued on a Per Share Value basis, or (ii) cash if one or more of the Sellers elect to pay such Indemnifiable Damages in immediately available funds, in an aggregate amount equal to $7.5 million. For claims based on the Fundamental Representations and claims made under Sections 10.2(b), (c) or (d), recourse of Purchaser and any other Purchaser Indemnified Person shall be limited to the right to receive from Sellers, at the Sellers option, either (i) shares of Class A Common Stock (which do not need to be Locked-up Shares), including any Escrow Consideration, valued on a Per Share Value basis, or (ii) cash if one or more of the Sellers elect to pay such Indemnifiable Damages in immediately available funds, in an aggregate amount equal to the lesser of (A) the Base Purchase Price and (B) the value (as of the date the applicable Claim Notice is first delivered by a Purchaser Indemnified Person with respect to the claim) of the then remaining Locked-up Shares, in each case calculated on a Per Share Value basis. For any claims for which one or more Sellers elect to pay in immediately available funds, the amount to be paid shall be equal to the amount of the Indemnifiable Damages. For claims based on fraud, recourse of Purchaser and any other Purchaser Indemnified Person shall be limited to the right to receive from Sellers Class A Common Stock in an amount up to the full Purchase Price paid or payable in Class A Common Stock, calculated on a Per Share Value basis. (f) Other than for claims based upon fraud, any breach of any Fundamental Representation or, with respect to Section 4.15 (Environmental Matters), for claims made after 12 months after the Closing Date (the “Escrow Exceptions”), from and after the Closing, if either or both of the Sellers does not choose to satisfy their respective portion of such claims in cash then the Escrow Consideration pursuant to this Agreement shall be strictly limited to those contained in this Article VII, and such indemnification rights the Escrow Agreement shall be the sole and exclusive remedy of Purchaser and any other Purchaser Indemnified Persons for monetary Indemnifiable Damages for claims made pursuant to Section 10.2(a). Notwithstanding the foregoing, any claims following the Closing based upon the Escrow Exceptions or Sections 10.2(b), (c) or (d) for which one or more of the Sellers do not choose to satisfy their respective portion in cash must be made, first, against the Escrow Fund, and only once all amounts in the Escrow Fund have been paid out to the applicable parties or the Escrow Fund has terminated may claims be made directly against any of the Sellers. To the extent there are claims related to the Escrow Exceptions and claims not related to the Escrow Exceptions, Indemnifiable Damages not related to the Escrow Exceptions will be charged against the Escrow Fund prior to the Indemnifiable Damages related to the Escrow Exceptions. The right of Purchaser or any other Purchaser Indemnified Person to recover directly from a Seller in connection with a claim related to the Escrow Exceptions or Sections 10.2(b), (c) or (d) shall be limited to the Seller’s Pro Rata Portion of the Purchase Price and the aggregate amount of the Purchase Price actually received by such Seller, unless that particular Seller committed (or was actively involved in the commission of) any relevant fraud. The amount of any indemnification payments under this Article X that are paid out of the Escrow Consideration shall be deemed to reduce the Escrow Fund, by each Seller’s Pro Rata Portion, of any such indemnification payments. (g) All indemnification payments made pursuant to this Article X shall be treated by the parties as adjustments to the Purchase Price (other than in relation to payment obligations of the Sellers under Section 3.5), including for Tax purposes, unless otherwise required by applicable law. (h) No Seller Indemnified Person shall make any claim for an indemnity or contribution or otherwise against any Company Entity in connection with any liability which any Seller or Seller Indemnified Person has or may have with respect to any matter relating to representation and warranty made by any Company Entity in this Agreement or arising in connection herewith; provided, however, that with the foregoing shall not apply in the event of fraud and shall not limit the parties’ rights under Section 9.11transactions contemplated hereby.