Common use of LIMITATIONS ON AMOUNT--SELLERS Clause in Contracts

LIMITATIONS ON AMOUNT--SELLERS. (a) Subject to Sections 10.5(c) and 10.5(d) each of the Persons (a "Seller") who collectively comprise the Sellers shall be severally but not jointly liable for all of Buyer's Damages caused by: (i) any fraud of such Seller; and (ii) any defect in title of such Seller to the Shares to be conveyed by such Seller pursuant hereto, including any Encumbrance thereon. (b) If the Closing does not occur due to breach by a Seller of any covenant, representation or warranty contained herein, the Company shall be liable to Buyer for up to a maximum of $1,000,000 of Buyer's Damages caused thereby. (c) Except as provided in Sections 10.5(a) and 10.5(b), in the event of a breach of a Seller of any covenant, representation or warranty of such Seller contained herein, the sole and exclusive remedy of Buyer and Buyer's sole recourse under the indemnification provisions of this Section 10 shall be recovery of Buyer's Damages from the funds deposited to escrow pursuant to Section 2.4(b)(ii) and interest thereon, up to a maximum amount equal to the total amount then held in escrow. Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to all sums deposited into Escrow for matters indemnifiable under Sections 10.2 and 10.3. (d) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such joint liability shall be recovery in respect thereof from the funds deposited to escrow. Except as provided in Section 10.5(a), whenever this Agreement provides for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller under Section 10.5(a) shall not be limited by the amount deposited to escrow.

LIMITATIONS ON AMOUNT--SELLERS. The Sellers will have no liability with respect to the matters described in Section 9.2(A) until the total of all Damages with respect to such matters exceeds One Hundred Thousand Dollars (a$100,000.00) Subject to Sections 10.5(c) and 10.5(d) each of (the Persons (a "Seller") who collectively comprise “Basket”); at which point the Sellers shall be severally but not jointly liable for all Damages (and not just those in excess of Buyer's Damages caused by: (i) the Basket), but in any fraud of such Seller; and (ii) any defect in title of such Seller to the Shares to be conveyed by such Seller pursuant hereto, including any Encumbrance thereon. (b) If the Closing does not occur due to breach by a Seller of any covenant, representation or warranty contained herein, the Company shall be liable to Buyer for up event subject to a maximum aggregate amount of $1,000,000 the sum of Buyer's Damages caused thereby. the Escrow Cash and the Escrow Note (c) Except as provided in Sections 10.5(a) and 10.5(bthe “Cap”), in the event of a breach of a Seller of any covenant, representation or warranty of such Seller contained herein, the . The sole and exclusive remedy recourse of Buyer the Indemnified Person(s) for indemnification and Buyer's sole recourse under the indemnification provisions of this Section 10 shall be recovery of Buyer's Damages from the funds deposited to escrow Sellers pursuant to Section 2.4(b)(ii9.2(A) and interest thereon, up to a maximum amount equal to the total amount then held in escrow. Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to all sums deposited into the money or other property held by the Escrow for matters indemnifiable under Sections 10.2 and 10.3. (d) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited to the total amount from time to time held in escrow Agent pursuant to the Escrow Agreement Agreement; provided, that the Damages shall be satisfied first from the Escrow Cash, up the full amount thereof, prior to any setoff against or application of, the Escrow Note. Any claim for indemnification under Section 9.3(A) against Founder shall be made first against the amount of Escrow Note held in the Escrow Fund, and if the sole Escrow Note is insufficient to satisfy any such claim, the Indemnified Person(s) may make recourse to Founder directly for the insufficiency. Any claim for indemnification under Section 9.3(A) against any Common Unitholder or Optionholder shall be made first against the amount of Escrow Cash held in the Escrow Fund and exclusive remedy of Buyer and Buyer's sole recourse with respect attributable to such joint liability Common Unitholder or Optionholder, respectively, in accordance with Exhibit B, and if such amount is insufficient to satisfy any such claim, the Indemnified Person(s) may make recourse to such Common Unitholder or Optionholder for the insufficiency. Notwithstanding the foregoing, the limits set forth in this Section 9.6 shall be recovery in respect thereof from the funds deposited not apply to escrow. Except as provided in Section 10.5(a), whenever this Agreement provides any claim for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow indemnification pursuant to Section 9.2(B) or 9.3(B) or any fraud or intentional breach by AZNA or Sellers of any representation or warranty made by AZNA or Sellers in this Agreement, the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect AZNA Disclosure Letter or any other certificate or document delivered by AZNA or Sellers pursuant to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller under Section 10.5(a) shall not be limited by the amount deposited to escrowthis Agreement.

LIMITATIONS ON AMOUNT--SELLERS. Seller will have no liability for ------------------------------ indemnification or payment of Damages with respect to the matters described in clause (a) Subject of Section 6.02 until the total of all Damages with respect to Sections 10.5(csuch matters exceeds Three Hundred Thousand Dollars ($300,000), and then only for the amount by which such Damages exceed Three Hundred Thousand Dollars ($300,000). Except as set forth below, Seller will have no obligation to indemnify Buyer under this Article VI for an aggregate amount in excess of twenty-five percent (25%) and 10.5(d) each of the Persons (a "Seller") who collectively comprise the Sellers shall be severally but not jointly liable for all of Buyer's Damages caused byPurchase Price. However, no limitation set forth in this Section 6.06 will apply to: (i) any fraud Breach of any of Sellers' representations and warranties of which Seller or any DASA employee who has material knowledge of the matters set forth herein as of the date hereof had Knowledge on the date on which such Sellerrepresentation and warranty is made or any intentional Breach by Seller of any covenant or obligation or; and (ii) any defect in title of such Seller to the Shares to be conveyed by such Seller pursuant hereto, including any Encumbrance thereon. (b) If the Closing does not occur due to breach by a Seller Breach of any covenant, representation or warranty contained hereinmade by Seller in Section 5.01(l) or any indemnity by Seller pursuant to Section 6.03 (other than a Breach or indemnity which relates solely to Current Sites); (iii) any breach by Seller of the representation and warranty made by Seller in Section 5.01(n)(6); or (iv) any indemnity by Seller pursuant to Section 6.02(e). In addition, none of the Company indemnities, liabilities, and obligations described in the immediately preceding sentence shall be liable to Buyer for up to a maximum of $1,000,000 of Buyer's Damages caused thereby. (c) Except as provided in Sections 10.5(a) and 10.5(b), included in the event calculation of a breach of a Seller of any covenant, representation or warranty of such Seller contained herein, the sole and exclusive remedy of Buyer and Buyer's sole recourse under aggregate cap on indemnity set forth in this Section 6.06. The limitations set forth in the indemnification provisions first sentence of this Section 10 6.06 shall be recovery of Buyer's Damages from the funds deposited not apply to escrow any indemnity claim pursuant to Section 2.4(b)(iiSections 6.02(c) and interest thereon, up to a maximum amount equal to the total amount then held in escrow. Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to all sums deposited into Escrow for matters indemnifiable under Sections 10.2 and 10.3or 6.02(d). (d) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such joint liability shall be recovery in respect thereof from the funds deposited to escrow. Except as provided in Section 10.5(a), whenever this Agreement provides for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller under Section 10.5(a) shall not be limited by the amount deposited to escrow.

LIMITATIONS ON AMOUNT--SELLERS. The Sellers will have no liability hereunder (for indemnification or otherwise) until the total of all Damages with respect to such matters exceeds $75,000 plus one-half of the amount of any positive Closing Date Net Working Capital (such amount in the aggregate is referred to hereinafter as the "Basket"), and then only for the amount by which such Damages exceed the Basket. Furthermore, any liability of the Sellers hereunder (for indemnification or otherwise) shall terminate at such time as the aggregate amount of Damages paid to Buyer by Sellers equals $7,452,000 less (a) Subject an amount equal to Sections 10.5(c) and 10.5(d) each of the Persons (a "Seller") who collectively comprise the Sellers shall be severally but not jointly liable for all of Buyer's Damages caused by: (i) any fraud of such Seller; and $2,511,961 times (ii) any defect in title the percentage of such Seller total Warrants issued pursuant to this Agreement which expire without vesting pursuant to paragraph 4 of Annex B of the Shares to be conveyed by such Seller pursuant heretoWarrants, including any Encumbrance thereon. and (b) If if the Closing does not occur due to breach by a Seller fair market value of any covenant, representation or warranty contained hereinthe Common Stock of Buyer on the date the applicable claim for indemnification is made is less than $1.75 per share, the Company shall be liable to Buyer for up to a maximum product of $1,000,000 (i) the number of Buyer's Damages caused thereby. (c) Except as provided in Sections 10.5(a) and 10.5(b), in the event of a breach of a Seller of any covenant, representation or warranty of such Seller contained herein, the sole and exclusive remedy shares of Buyer and Buyer's sole recourse under the indemnification provisions of this Section 10 shall be recovery of Buyer's Damages from the funds deposited to escrow Stock issued pursuant to Section 2.4(b)(ii2.2(b) of this Agreement plus the number of Warrants which have not expired without vesting pursuant to paragraph 4 of Annex B of the Warrants times (ii) the difference between $1.75 and interest thereonthe fair market value of the Common Stock of Buyer on such date, up (such amount being referred to a maximum amount equal herein as the "Cap"). Each Seller's liability hereunder (for indemnification or otherwise) shall be limited to such Seller's pro rata share of the total amount then held Cap (in escrowaccordance with the percentage of the Purchase Price received by such Seller, the "Percentage Interest"). Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution Other than claims for indemnification pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to all sums deposited into Escrow for matters indemnifiable under Sections 10.2 and 10.3. 7.2(b) or (d) Whenever this Agreement provides ), each Seller's liability for joint and several liability of Sellers, such joint liability any claim for indemnification shall be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and BuyerSeller's sole recourse Percentage Interest with respect to such joint liability shall be recovery in respect thereof from the funds deposited to escrow. Except as provided in Section 10.5(a), whenever this Agreement provides for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller under Section 10.5(a) shall not be limited by the amount deposited to escrowclaim.

LIMITATIONS ON AMOUNT--SELLERS. (a) Subject No Seller will have any liability (for indemnification or otherwise) with respect to Sections 10.5(cthe matters described in Section 11.2(b)(i) or, to the extent relating to any failure to perform or comply prior to the Closing Date, Section 11.2(b)(ii), until the total of all Damages with respect to such matters exceeds two percent (2%) of the aggregate value (based on the Concierge Per Share Price) of the Purchase Price actually issued by Concierge to Sellers (the “Deductible”), and then only for the amount by which such Damages exceed the Deductible; provided, however, that in no event shall the aggregate amount payable by the Sellers under Section 11.2(b)(i) and 10.5(d(b)(ii) each of exceed $8,500,000 (the Persons (a "Seller") who collectively comprise the Sellers shall be severally but not jointly liable for all of Buyer's Damages caused by: (i) any fraud of such Seller; and (ii) any defect in title of such Seller to the Shares to be conveyed by such Seller pursuant hereto, including any Encumbrance thereon“Cap”). (b) If Notwithstanding anything to the Closing does not occur due to breach by a Seller of any covenant, representation or warranty contrary contained herein, the Company (i) all obligations of Sellers to make indemnification payments under this Article XI shall be liable satisfied by the transfer from Sellers to Buyer for up to a maximum Concierge of $1,000,000 of Buyer's Damages caused thereby. Concierge Shares having an aggregate value (cbased on the Concierge Per-Share Price) Except as provided in Sections 10.5(a) and 10.5(b), in the event of a breach of a Seller of any covenant, representation or warranty of such Seller contained herein, the sole and exclusive remedy of Buyer and Buyer's sole recourse under the indemnification provisions of this Section 10 shall be recovery of Buyer's Damages from the funds deposited to escrow pursuant to Section 2.4(b)(ii) and interest thereon, up to a maximum amount equal to the total amount then held of indemnification owed; (ii) in escrow. Notwithstanding no event shall any Seller be liable for indemnification under Section 10.5(a11.2(a) in excess of the value of the Concierge Shares actually received by such Seller (based on the Concierge Per Share Price); and (iii) in no event shall any Seller be liable for indemnification under Section 11.2(b) for an amount in excess of such Seller’s Indemnification Percentage of the amount of indemnification fully and finally determined to be due and payable to a Concierge Indemnified Party thereunder (but subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to at all sums deposited into Escrow for matters indemnifiable under Sections 10.2 and 10.3. (d) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited times to the total amount from time to time held limitations set forth in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such joint liability shall be recovery in respect thereof from the funds deposited to escrow. Except as provided in Section 10.5(athis Article XI), whenever this Agreement provides for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller under Section 10.5(a) shall not be limited by the amount deposited to escrow.

LIMITATIONS ON AMOUNT--SELLERS. (a) Subject Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Sections 10.5(c11.2(b), 11.2(d) and 10.5(d11.2(g) each until Purchaser has suffered Damages in excess of a CHF 480,000 aggregate threshold (the "Threshold"), at which point Sellers will be obligated to indemnify Purchaser from and against all such Damages, regardless of the Persons (a "Seller") who collectively comprise the Sellers shall be severally but not jointly liable for all of Buyer's Damages caused by: (i) any fraud of such Seller; and (ii) any defect in title of such Seller to the Shares to be conveyed by such Seller pursuant heretoThreshold, including any Encumbrance thereonthose Damages counted in reaching the Threshold. For clarification purposes, the Threshold shall not apply with respect to Sellers' indemnification obligations under Section 11.2(a), 11.2(c), 11.2(e), 11.2(f) and 11.2(h) or Section 11.3. (b) If Notwithstanding anything to the Closing does not occur due contrary in this Agreement, but subject to breach by a Seller of any covenant, representation or warranty contained hereinSections 11.6(c) and 11.6(d) below, the Company aggregate liability of the Sellers under or in connection with this Agreement or the Contemplated Transactions shall be liable limited to Buyer for up to a maximum of $1,000,000 of Buyer's Damages caused therebyCHF 13,000,000. (c) Except as provided in Sections 10.5(a) and 10.5(b), in the event of a breach of a Seller of This Section 11.6 does not apply to any covenant, representation or warranty of such Seller contained hereinthat was made by PMH or the Sellers fraudulently, the sole and exclusive remedy of Buyer and Buyer's sole recourse under the indemnification provisions of this Section 10 shall Sellers will be recovery of Buyer's liable for all Damages from the funds deposited to escrow pursuant to Section 2.4(b)(ii) and interest thereon, up to a maximum amount equal to the total amount then held in escrow. Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to all sums deposited into Breaches of any such representation or warranty; provided, however, that in no event will any of the Sellers who shall not have made such fraudulent representation or warranty have liability for Damages arising therefrom in an amount in excess of the then remaining balance of the Escrow for matters indemnifiable under Sections 10.2 and 10.3Amount. (d) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited to To the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse extent that any Purchaser Indemnified Person has a claim with respect to such joint liability shall be recovery matters described in respect thereof from the funds deposited to escrow. Except as provided in Section 10.5(aSections 11.2(a), whenever this Agreement provides 11.2(c), 11.2(f) and 11.2(h), and such claim is not fully covered by either (i) the Escrow Amount, or (ii) the terms of the R&W Insurance Policy, then the maximum amount of liability each Seller will have for joint and several liability or for several liability of a Seller, such several liability shall also be limited indemnification to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to Purchaser Indemnified Person for such several liability shall claim will be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller under Section 10.5(a) shall not be limited by the amount deposited to escrowof the Purchase Price received by such Seller.

LIMITATIONS ON AMOUNT--SELLERS. 39 (a) Subject to Sections 10.5(c) and 10.5(d) each of the Persons (a "Seller") who collectively comprise Collectively, the Sellers shall will have no liability (for indemnification or otherwise) until Buyer has suffered Damages in excess of a $50,000 aggregate threshold, at which point Sellers will be obligated to indemnify Buyer from and against such Damages in excess of $50,000 (the "Sellers' Deductible Basket"). The limitations of this SECTION 9.7(a) will not, however, apply to any breach of any of Sellers' representations and warranties of which any Seller had actual knowledge at any time prior to the date on which any such representation and warranty was made or any intentional breach by Sellers of any covenant or obligation, and Sellers will be jointly and severally but not jointly liable for all Damages with respect to such breaches; provided that the limitations of Buyer's Damages caused by: (i) any fraud of such Seller; and (ii) any defect in title of such Seller this Section 9.7 shall not apply to the Shares to be conveyed by such Seller pursuant hereto, including any Encumbrance thereonindemnification and payment obligations of Sellers under Section 9.4 of this Agreement. (b) If Following the Closing does application of the Sellers' Deductible Basket, the amount of Damages (for indemnification or otherwise), which are payable by an individual Seller shall be limited and shall not occur due exceed the amount of the Aggregate Payment Amount received by such Seller pursuant to SECTION 2.2(b). As to any individual Seller, the limitation of this SECTION 9.7(b) will not, however, apply to any breach of any of the Sellers' representations and warranties of which such Seller had actual knowledge at any time prior to the date on which any such representation and warranty was made or any intentional breach by a such Seller of any covenantcovenant or obligation, representation or warranty contained herein, the Company shall and such Seller will be liable to Buyer for up to a maximum of $1,000,000 of Buyer's all Damages caused thereby. (c) Except as provided in Sections 10.5(a) and 10.5(b), in the event of a breach of a Seller of any covenant, representation or warranty of such Seller contained herein, the sole and exclusive remedy of Buyer and Buyer's sole recourse under the indemnification provisions of this Section 10 shall be recovery of Buyer's Damages from the funds deposited to escrow pursuant to Section 2.4(b)(ii) and interest thereon, up to a maximum amount equal to the total amount then held in escrow. Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to all sums deposited into Escrow for matters indemnifiable under Sections 10.2 and 10.3. (d) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such joint liability shall be recovery in respect thereof from the funds deposited to escrow. Except as provided in Section 10.5(a), whenever this Agreement provides for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller under Section 10.5(a) shall not be limited by the amount deposited to escrowbreaches.

LIMITATIONS ON AMOUNT--SELLERS. (a) Subject Sellers will have no liability (for indemnification or otherwise) with respect to Sections 10.5(cthe matters described in clause (a), clause (b) or, to the extent relating to any failure to perform or comply prior to the Closing Date, clause (c) of Section 10.2, other than with respect to a claim brought pursuant to clause (a) or clause (b) of Section 10.2 solely as a result of a Breach of a representation or warranty set forth in Section 3.20(h), until the total of all Damages with respect to all such matters in the aggregate exceeds $190,000, and 10.5(d) each then only for the amount by which such Damages exceed $190,000. However, this Section 10.5 will not apply to any Breach of any of Sellers' representations and warranties of which the Persons (a "Seller") who collectively comprise Company or any Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by any Seller of any covenant or obligation, and Sellers shall will be jointly and severally but not jointly liable for all Damages with respect to such Breaches. The maximum liability (for indemnification or otherwise, or for claims of Buyer's Damages caused by: (inegligence in connection with the Contemplated Transactions) any fraud of such Seller; and (ii) any defect in title of such each Seller with respect to the Shares matters set forth in Section 10.2, other than with respect to a claim brought pursuant to clause (a) or clause (b) of Section 10.2 solely as a result of a Breach of a representation or warranty set forth in Section 3.20(h), shall be conveyed by such Seller pursuant hereto, including any Encumbrance thereonas set forth on the Schedule of Sellers. (b) If the Closing does not occur due Sellers will have no liability (for indemnification or otherwise) with respect to breach by a Seller claim brought pursuant to clause (a) or clause (b) of any covenant, Section 10.2 solely as a result of a Breach of a representation or warranty contained herein, the Company shall be liable to Buyer for up to a maximum of $1,000,000 of Buyer's Damages caused thereby. (cset forth in Section 3.20(h) Except as provided in Sections 10.5(a) and 10.5(b), in the event of a breach of a Seller of any covenant, representation or warranty of such Seller contained herein, the sole and exclusive remedy of Buyer and Buyer's sole recourse under the indemnification provisions of this Section 10 shall be recovery of Buyer's Damages from the funds deposited to escrow pursuant to Section 2.4(b)(ii) and interest thereon, up to a maximum amount equal to until the total amount then held in escrow. Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable all Damages with respect to all sums deposited into Escrow such matters in the aggregate exceeds $25,000 and then only for matters indemnifiable under Sections 10.2 and 10.3. the amount by which such Damages exceed $25,000. The maximum liability (dfor indemnification or otherwise) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse Sellers with respect to such joint liability a claim brought pursuant to clause (a) or clause (b) of Section 10.2 solely as a result of a Breach of a representation or warranty set forth in Section 3.20(h) shall be recovery in respect thereof from as set forth on the funds deposited to escrow. Except as provided in Section 10.5(a), whenever this Agreement provides for joint and several liability or for several liability Schedule of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller under Section 10.5(a) shall not be limited by the amount deposited to escrowSellers.

LIMITATIONS ON AMOUNT--SELLERS. (a) Subject Designated Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Section 11.2(a) until the total of all Damages with respect to such matters (excluding any Damages based upon any breach of representation or warranty in Section 3.17 (Environmental Matters) or in Section 3.9 (Taxes) or Damages that would also be covered by Section 11.2(c)) exceeds One Hundred Fifty Thousand Dollars ($150,000) in the aggregate (the "General Indemnification Minimum"), in which event the Indemnified Persons shall be entitled to seek indemnity from Designated Sellers for the aggregate amount of all such Damages in excess of the General Indemnification Minimum; provided that no such indemnification threshold shall apply to claims arising in connection with any breach of a covenant or agreement made by any Designated Seller and provided further that any indemnification claim based upon a breach of representation or warranty in Section 3.17 (Environmental Matters) or in Section 3.9 (Taxes) shall not be subject to this Section 11.5(a). (b) Designated Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Sections 10.5(c11.2(a) that are based upon any breach of representation or warranty in Section 3.17 (Environmental Matters) or any other Damages relating to Environmental Claims or arising under Environmental Laws once the aggregate dollar amount of all Damages with respect to such matters equals Two Million Dollars ($2,000,000), and Designated Sellers shall thereafter have no further obligations or liabilities with respect to any of such Damages. Except for indemnification under Section 11.2(a) and 10.5(d) each (c), Buyer and, effective as of the Closing, Company hereby covenant and agree not to bring or initiate any Proceeding against Designated Sellers or their heirs, successors or assigns with respect to any such Damages. For the avoidance of doubt, Designated Sellers and their heirs, successors and assigns shall have no liability or obligation to Buyer or Company or their respective officers, directors and shareholders, for indemnification, Damages or otherwise in excess of such $2,000,000 with respect to Section 3.17 or with respect to any Environmental Claims, Environmental Laws, Hazardous Materials, Releases, Remedial Actions or any other environmental matters under this Agreement, except as provided in Sections 11.2(c) and 11.5(e). (c) Designated Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Section 11.2(a) that are based upon any breach of representation or warranty in Section 3.9 (Taxes) until the total of all Damages with respect to such tax matters exceeds One Hundred Thousand Dollars ($100,000) in the aggregate (the "Tax Indemnification Minimum" and, together with the General Indemnification Minimum, the "Indemnification Minimums"), in which event the Indemnified Persons shall be entitled to seek indemnity from Designated Sellers for the aggregate amount of all such Damages with respect to claims in excess of the Tax Indemnification Minimum. (a "Seller"d) who collectively comprise Notwithstanding Sections 11.5(a) through (c) or any other provision hereof, Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Section 11.2(a) and (b) once the aggregate dollar amount of all Damages indemnified against under Section 11.2(a) and (b) equals ten percent (10%) of the Purchase Price, and Sellers shall be severally but not jointly liable for all of Buyer's Damages caused by: (i) thereafter have no further obligations or liabilities with respect to any fraud of such Seller; Damages. (e) Notwithstanding anything to the contrary in Sections 7.6, 11.2 and 11.5, Sellers' liability (for indemnification or otherwise) with respect to the Remedial Actions and conditions specifically described in Sections 7.5(a) and 7.5(b) shall be limited to the amount of the Remedial Action Escrow Funds, which amount shall be separate from the 10% amount described in Section 11.5(d). (f) The amount of any Damages for which indemnification is provided under this Section 11 shall be net of any actual cash insurance recoveries (including without limitation with respect to environmental insurance) or recoveries of indemnities from any third parties. A party shall have an obligation to use its commercially reasonable best efforts to seek an insurance recovery or third party indemnification. If a party obtains a recovery, the party's indemnity claim shall not be offset to the extent of the party's expenses in obtaining such recovery. (g) Any Tax refunds that are received by Buyer or Company and (ii) any defect amounts credited against Tax to which Buyer or Company become entitled (in title respect of the Company on a stand-alone basis prior to Closing), that relate to Pre-Closing Tax Liabilities (including without limitation Short Period Income Tax Liabilities) shall be for the account of Designated Sellers, and Buyer shall pay over to Shareholder Representative on behalf of Designated Sellers (whereupon the Shareholder Representative promptly shall disburse such amounts to Designated Sellers on a basis proportionate to the Designated Sellers Percentages), any such refund or the amount of any such credit within ten (10) Business Days after receipt or entitlement thereto, provided, however, that Designated Sellers shall not be entitled to any such refund or credit (A) to the extent that such refund or credit was reflected as an asset in computing Final Closing Net Working Capital, (B) to the extent that such refund or credit arises from the Company being included in Buyer's consolidated tax returns filed after the Closing (including without limitation by virtue of the carryback to pre-Closing periods of any tax attribute arising after the Closing Date), and (C) except to the extent the aggregate amount of such Seller refunds or credits exceeds One Hundred Thousand Dollars ($100,000). Buyer and Company shall use commercially reasonable best efforts to pursue any refunds or credits that would be for the Shares account of Designated Sellers under this Section 11.5(g) if Buyer or Company has knowledge that any such refund or credit is available in respect of the Company on a stand-alone basis prior to be conveyed by such Seller pursuant heretoClosing, including any Encumbrance thereon. (b) If the Closing does not occur due to breach by a Seller of any covenant, representation or warranty contained herein, the and Buyer and Company shall be liable entitled to Buyer for up to a maximum deduct their reasonable costs and expenses of $1,000,000 of Buyer's Damages caused thereby. (c) Except as provided in Sections 10.5(a) and 10.5(b), in the event of a breach of a Seller of pursuing any covenant, representation such refunds or warranty of such Seller contained herein, the sole and exclusive remedy of Buyer and Buyer's sole recourse under the indemnification provisions of this Section 10 shall be recovery of Buyer's Damages credits from the funds deposited to escrow pursuant to Section 2.4(b)(ii) and interest thereon, up to a maximum amount equal to the total amount then held in escrow. Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to all sums deposited into Escrow for matters indemnifiable under Sections 10.2 and 10.3. (d) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse any refund or credit received with respect to such joint liability shall be recovery in respect thereof from the funds deposited Tax Return. If Buyer makes payments to escrow. Except as provided in Designated Sellers under this Section 10.5(a), whenever this Agreement provides for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse 11.5(g) with respect to any refunds or credits that are later disallowed by a taxing authority, Buyer shall provide notice of such several liability disallowance to the Shareholder Representative and Designated Sellers shall pay such disallowed amount by wire transfer, in immediately available funds to an account specified by Buyer, within ten (10) Business Days after delivery of Buyer's notice to the Shareholder Representative. (h) Solely for purposes of determining whether a respective Indemnification Minimum has been reached, the representations, warranties, covenants and agreements shall be recovery read without any materiality or knowledge qualifiers; and, after a respective Indemnification Minimum has been reached, the representations, warranties, covenants and agreements shall be read as written, with any materiality or knowledge qualifiers. When a materiality qualifier appears in respect thereof from a representation, warranty, covenant or agreement, a matter shall be deemed material if the funds deposited to escrow. The several liability matter involves an amount in excess of each Seller under Section 10.5(aTwenty Thousand Dollars ($20,000) shall not be limited by individually or in the amount deposited to escrowaggregate with a series of related matters.

LIMITATIONS ON AMOUNT--SELLERS. (a) Subject to Sections 10.5(cSellers will have no liability (for indemnification or otherwise) and 10.5(d) each of the Persons (a "Seller") who collectively comprise the Sellers shall be severally but not jointly liable for all of Buyer's Damages caused by: (i) any fraud of such Seller; and (ii) any defect in title of such Seller with respect to the Shares matters described in Sections 10.2, 10.3 and 10.4 until Buyer has suffered Damages in excess of $100,000.00 (at which point Sellers will be obligated to be conveyed by indemnify Buyer from and against only such Seller pursuant hereto, including any Encumbrance thereonDamages in excess of $100,000). (b) If The Sellers will have no liability under Section 10.2 with respect to Year 2000 Claims in excess of the lesser of (i) $3,000,000 or (ii) the remainder of $4,000,000 less all Damages paid to Buyer from the Escrow Fund in respect of non-Year 2000 Claims; provided, however, that if the Company obtains Acceptable Insurance prior to the Closing does not occur due to breach by a Seller of any covenantDate, representation or warranty contained herein, the Company Sellers' maximum liability for Year 2000 Claims shall be liable to Buyer for up to a maximum of $1,000,000 of Buyer's Damages caused thereby2,000,000. (c) Except as provided in Sections 10.5(a) The total liability of the Sellers for indemnification under this Article 10, other than for Year 2000 Claims and 10.5(b)other than for claims made by the Buyer under Section 10.5, in the event of a breach of a Seller of any covenant, representation or warranty of such Seller contained herein, the sole and exclusive remedy of Buyer and Buyer's sole recourse under the indemnification provisions of this Section 10 shall be recovery of Buyer's Damages from the funds deposited to escrow pursuant to Section 2.4(b)(ii) and interest thereon, up to a maximum amount equal to the total amount then held in escrow. Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to all sums deposited into Escrow for matters indemnifiable under Sections 10.2 and 10.3$2,000,000. (d) Whenever The total liability of the Sellers for indemnification under this Agreement provides Article 10, other than for claims made by the Buyer under Section 10.5, shall not exceed $4,000,000. (e) Except as provided for in Paragraph (f) of this Section 10.8 and in Section 10.5, Sellers liability for indemnification and payment of Damages under this Article 10 shall be several and not joint and several liability of Sellers, such joint liability shall be limited to the total amount from time to time held in escrow pursuant to their pro rata portion of the Escrow Agreement Fund. (f) From and after the date of the Escrow Distribution, (i) the Sellers' liability for indemnification and payment of Damages under Section 10.4 or in respect of any Breach by the Company's representations and warranties in Section 3.11 shall be joint and several (but otherwise limited by the provisions of this Section 10.8) and (ii) in addition, the maximum amount of Damages as which Sellers shall be obligated under Section 10.4 or with respect to Section 3.11 shall be as provided for in Section 10.4.2(f). (g) The Buyer's right to indemnification under this Article 10 shall be its sole and exclusive remedy for any breach by the Company or any Acquired Company or any one or more of the Sellers hereunder of any representation, warranty or covenant in this Agreement; provided, however, that nothing in this Section 10.8 or elsewhere in the Agreement (or the Escrow Agreement) shall limit or preclude Buyer and Buyer's sole recourse from exercising any rights with respect to such joint liability any fraudulent activity by Sellers or the Acquired Companies. (h) Any claim for indemnification by the Buyer, except for claims under Section 10.5, shall be recovery in respect thereof funded solely from the funds deposited to escrow. Except as Escrow Fund; provided in Section 10.5(a), whenever this Agreement provides for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to that once the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller Distribution has been made, claims for indemnification under Section 10.5(a) shall 10.4 and, if the Company has not obtained Acceptable Insurance, Year 2000 Claims, may be limited by asserted against the amount deposited to escrowSellers as herein provided.

LIMITATIONS ON AMOUNT--SELLERS. (a) Subject to Sections 10.5(c) and 10.5(d) each of the The Buyer Indemnified Persons (a "Seller") who collectively comprise the Sellers shall be severally but may not jointly liable assert any claim for all of Buyer's Damages caused by: under clause (i) any fraud of such Seller; and (ii) any defect of Section 13.1 until the aggregate amount of such claims under this Agreement exceeds $250,000.00 (the “Threshold”), and then Buyer Indemnified Persons may only assert claims for the excess of such aggregate claims over the Threshold. Except in title the case of breach of Section 3.3 or in the case of fraud, the aggregate liability of the Sellers for all claims for Damages under Section 13.1 shall not exceed $5,000,000.00. Each Seller’s obligations to indemnify the Buyer Indemnified Persons under Section 13.1 with respect to breaches of the representations, warranties and covenants and agreements of the Company, shall be several and not joint and shall be an obligation of such Seller only to the extent of such Seller’s Percentage Interest in the Company sold by such Seller to the Shares Buyer at the Closing; and no Seller shall be obligated to be conveyed by indemnify the Buyer Indemnified Persons in amounts in excess of such Seller pursuant hereto, including any Encumbrance thereonSeller’s ratable percentage of such indemnity obligation that relate to the Company’s representations and agreements. (b) If the Closing does not occur due to breach by a Seller of any covenant, representation or warranty contained herein, the Company The Buyer and its Affiliates shall be liable entitled to set off against its obligation to pay the Holdback Amount (and interest thereon) any obligation under this Agreement to the Buyer or its Affiliates of the Seller. Such right of set off shall be exercised ratably as to Sellers proportionally based or their respective Percentage Interests in the Holdback Amount (and interest thereon). Such right of set off shall be effected by notice of the amount of set off, together with explanation of the basis for up such set off, in reasonable detail, given to a maximum of $1,000,000 of Buyer's Damages caused therebythe Sellers’ Representative. (c) Except as provided On March 31, 2006, Buyer shall make payment to the Sellers in Sections 10.5(a) and 10.5(b)respect of the Holdback Amount, in the event of a breach of a Seller of any covenant, representation or warranty of such Seller contained herein, the sole and exclusive remedy of Buyer and Buyer's sole recourse under the indemnification provisions of this Section 10 shall be recovery of Buyer's Damages from the funds deposited to escrow pursuant to Section 2.4(b)(ii) and interest thereon, up to a maximum an amount equal to the total amount then held balance of the Holdback Amount (plus interest from the Closing at the rate of 10.0% per annum) less any amounts set off in escrow. Notwithstanding Section 10.5(a) and respect of claims (or subject to Sellers' rights set off in respect of contribution timely submitted unresolved claims against a Seller or Sellers pursuant to Section 10.11 below, Sellers 13.4(b)). Such amounts shall be jointly and severally liable with respect paid to Sellers based on their Percentage Interests (subject to appropriate adjustment in the event that a claim or unresolved claim does not or did not apply ratably to all sums deposited into Escrow for matters indemnifiable under Sections 10.2 and 10.3Sellers). (d) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such joint liability shall be recovery in respect thereof from the funds deposited to escrow. Except as provided in Section 10.5(a), whenever this Agreement provides for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller under Section 10.5(a) shall not be limited by the amount deposited to escrow.

LIMITATIONS ON AMOUNT--SELLERS. (a) Subject Except as otherwise provided in Section 10.7(e), Sellers will have no liability for a Breach of a representation or warranty, a Claim or Claims with regard to Sections 10.5(ca representation or warranty or liability under Section 10.2 for indemnification or otherwise until the total of all Damages with respect to such indemnification (or otherwise) exceeds $500,000, and 10.5(dthen only for the amount by which such Damages exceed $500,000. (b) each Notwithstanding the provisions of this Article 10 to the contrary, the aggregate amount of Damages that may be paid under this Article 10 for a Claim or Claims made shall be limited to Ten Million Dollars ($10,000,000) (the “Basket Cap”). (c) As of the Final Claim Date, the Sellers will no longer be obligated to accept the tender of Claims from the Indemnified Persons. However, the obligations of the Sellers to the Indemnified Persons (a "Seller") who collectively comprise under this Article 10 shall continue after the Final Claim Date with regard to Claims that have been properly presented to the Sellers prior to the Final Claim Date; provided, however, that at such time as the amount of Damages paid, reimbursed or otherwise expended by the Sellers under this Agreement equals or exceeds the Basket Cap, the Sellers shall be severally but relieved of all further obligation under this Agreement and may tender to Buyer the defense of all filed Proceedings and the handling of all Claims which have been previously presented to the Sellers under this Agreement. (d) With respect to any Claim or matter that may potentially become a Claim (“Pending Matter”), Buyer shall take all reasonable steps to mitigate the amount of Damages that may accrue, arise, be assessed or otherwise incurred by any Indemnified Persons with respect to that Claim or Pending Matter; provided, however, the duty to mitigate damages shall not jointly liable be construed to require Buyer to commence litigation against any party or assign a claim to a collection agency to preserve a Claim or Pending Matter. Buyer will not take any actions, directly or indirectly, to provoke or initiate the filing or making of a claim or demand by a third party for all the purpose of Buyer's Damages caused byenabling Buyer to file a Claim under this Article 10. (e) Notwithstanding anything contained herein to the contrary, the limitations of liability contained in this Section 10.7 will not apply to: (i) any Breach to the extent that such Breach is attributable to fraud of such by a Seller; and or (ii) any defect in title of such Seller Alleged Breach to the Shares extent that such Alleged Breach is attributable to fraud by a Seller. Sellers will be jointly and severally liable for all Damages with respect to such Breaches and Alleged Breaches listed in clauses (i) through (ii) above, with neither the Damages Floor nor the Basket Cap to be conveyed by such Seller pursuant hereto, including any Encumbrance thereonapplicable to that liability. (bf) If Notwithstanding any investigation or audit conducted before or after the Closing does not occur due Effective Time or the decision of Buyer to breach by a Seller complete the Merger, Buyer shall be entitled to rely upon the representations and warranties set forth in the Stock Purchase Agreement; provided, however, that in the event that Xxxxx, Inc. and Midlothian Holdings LLC (excluding the knowledge of Centrum Acquisition, Inc. prior to the Effective Time) discovered prior to the Effective Time that any covenant, representation or warranty contained hereinmade by the Sellers was incorrect or inaccurate, and in the Company event that Buyer elected to conclude the Merger, then the closing of the Merger by the Buyer shall be liable constitute a waiver by Buyer of any claims for the breach of such representation or warranty as a result of such inaccuracy or incorrectness. The foregoing proviso shall not apply to the matters identified on attached Schedule 10.7(f) (the “Identified Matters”) which are matters known to Buyer for up to a maximum and the Sellers and which matters the Sellers acknowledge are covered by the indemnification obligations of $1,000,000 of Buyer's Damages caused therebySellers under this Article 10. (cg) Except as otherwise provided in Sections 10.5(a) and 10.5(bSection 10.7(e), Seller’s maximum liability for any and all causes of action arising out of this Agreement, except for any action resulting in a finding of fraud, shall not exceed the event amount of the Basket Cap. Except as otherwise provided in Section 10.7(e), Buyer’s exclusive remedy for a Breach of a breach representation or warranty, for an Alleged Breach of a Seller of any covenant, representation or warranty of such warranty, for a claim against either Seller contained herein, the sole and exclusive remedy of Buyer and Buyer's sole recourse under the indemnification provisions of this Section 10 10.2 or for a claim against either Seller under the indemnification provisions of Section 10.3 shall be recovery recourse to Buyer’s right of Buyer's Damages from the funds deposited to escrow pursuant to Section 2.4(b)(ii) and interest thereon, up to a maximum amount equal to the total amount then set-off against amounts held in escrow. Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to all sums deposited into Escrow for matters indemnifiable under Sections 10.2 and 10.3. (d) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited to the total amount from time to time held in escrow pursuant to by the Escrow Agreement Agent which were to be paid on the Amended and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such joint liability shall be recovery in respect thereof from the funds deposited to escrow. Except Restated $5,000,000 Promissory Notes, as provided in Section 10.5(a)10.9, whenever this Agreement provides for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller arbitration under Section 10.5(a) shall not be limited by the amount deposited to escrow11.11, if necessary.

LIMITATIONS ON AMOUNT--SELLERS. (a) Subject to Sections 10.5(cSellers will have no liability (for indemnification or otherwise) and 10.5(d) each of the Persons (a "Seller") who collectively comprise the Sellers shall be severally but not jointly liable for all of Buyer's Damages caused by: (i) any fraud of such Seller; and (ii) any defect in title of such Seller with respect to the Shares matters described in of Section 10.2 until the total of all Damages with respect to be conveyed such matters exceeds $25,000, and then only for the amount by which such Seller pursuant hereto, including any Encumbrance thereonDamages exceed $25,000. (b) If Subject to subsection (c), Buyer's right to recovery against Sellers will be limited to an amount equal to the Closing does not occur Purchase Price. In the event, Buyer's right to recovery against Sellers is in excess of the amount payable under the Promissory Notes, Buyer shall be immediately entitled to payment of that part of the Cash Amount retained by Sellers after payment of state and federal taxes. Any additional amounts due Buyer shall be paid to Buyer after Sellers receive any income tax refund due Sellers due to breach by a Seller of any covenant, representation or warranty the indemnification obligations contained herein, the Company shall be liable to Buyer for up to a maximum of $1,000,000 of Buyer's Damages caused thereby. (c) Except as provided in Sections 10.5(aSubsections (a) and 10.5(b)(b) will not apply to any Breach by any Seller which constitutes fraud or intentional misconduct by such Seller. (d) Amounts otherwise recoverable from Sellers hereunder shall be reduced by all amounts realized from Post-Closing Third Party Recoveries. Amounts so realized (i) shall increase the amount payable under the Promissory Notes, in to the event extent of a breach of a Seller of any covenant, representation or warranty previous reductions of such Seller contained hereinamounts pursuant to Section 10.7 which have not previously been taken into account under this subsection or (ii) be remitted to Sellers, to the sole and exclusive remedy extent of other previous recoveries from Sellers hereunder which have not previously been taken into account under this subsection. The foregoing notwithstanding, any Third Party Recoveries received by Buyer and Buyer's sole recourse under the indemnification provisions of at a time when no amounts are owing to Buyer pursuant to this Section 10 shall be recovery of Buyer's Damages from the funds deposited promptly paid by Buyer one-half (1/2) to escrow pursuant Xxxxx and one-half (1/2) to Section 2.4(b)(ii) and interest thereon, up to a maximum amount equal to the total amount then held in escrow. Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to all sums deposited into Escrow for matters indemnifiable under Sections 10.2 and 10.3Xxxxxxxxx. (d) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such joint liability shall be recovery in respect thereof from the funds deposited to escrow. Except as provided in Section 10.5(a), whenever this Agreement provides for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller under Section 10.5(a) shall not be limited by the amount deposited to escrow.

LIMITATIONS ON AMOUNT--SELLERS. (a) Subject The Principal Sellers will have no liability (for indemnification or otherwise) with respect to Sections 10.5(cthe matters described in clause (a) of Section 11.2 (i) until the total of all Damages with respect to such matters exceeds $3,000,000, and 10.5(dthen only for the amount by which such Damages exceed $3,000,000 or (ii) each to the extent the subject matter of the claim is covered by insurance, and such insurance proceeds have been actually received by the Buyer Indemnified Persons (a "Seller") who collectively comprise net of any costs and expenses incurred in obtaining such insurance proceeds). If the Sellers pay the Buyer Indemnified Persons for a claim and subsequently insurance proceeds in respect of such claim are collected by the Buyer Indemnified Persons, then the Buyer Indemnified Persons shall remit the insurance proceeds to the Sellers. The Buyer Indemnified Persons shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Buyer Indemnified Persons seek indemnification under this Article XI.. Furthermore, any liability of the Principal Sellers hereunder (for indemnification or otherwise) shall terminate at such time as the aggregate amount of Damages paid to Buyer by the Principal Sellers equals $25,000,000. However, this Section 11.6(a) will not apply to (I) any claim for Damages based on fraud or any intentional Breach by the Company or any Principal Seller of any covenant or obligation or (II) any claim under Sections 11.2(d) or 11.2(e), and the Company and the Principal Sellers will be jointly and severally but not jointly liable for all of Buyer's Damages caused by: (i) any fraud of such Seller; and (ii) any defect in title of such Seller to the Shares to be conveyed by such Seller pursuant hereto, including any Encumbrance thereonwith respect thereto. (b) If the Closing does not occur due to breach by a Seller of any covenant, representation or warranty contained herein, the Company shall be liable to Buyer for up to a maximum of $1,000,000 of Buyer's Damages caused thereby. (c) Except as provided in Sections 10.5(a) and 10.5(b), in the event Any liability of a breach of a Non-Principal Seller of any covenant, representation hereunder (for indemnification or warranty of such Seller contained herein, the sole and exclusive remedy of Buyer and Buyer's sole recourse under the indemnification provisions of this Section 10 shall be recovery of Buyer's Damages from the funds deposited to escrow pursuant to Section 2.4(b)(iiotherwise) and interest thereon, up to a maximum amount equal to the total amount then held in escrow. Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to all sums deposited into Escrow for matters indemnifiable under Sections 10.2 and 10.3. (d) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited so that the aggregate amount of Damages paid to Buyer by such Non-Principal Seller does not exceed the total amount from time to time held in escrow pursuant to portion of the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect Purchase Price paid or payable to such joint liability shall be recovery in respect thereof from Non-Principal Seller (with the funds deposited value of any Buyer Stock received by such Non-Principal Seller equal to escrow. Except as provided in Section 10.5(a$17.46 per share), whenever this Agreement provides for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller under Section 10.5(a) shall not be limited by the amount deposited to escrow.