Common use of Limitations on Amount Clause in Contracts

Limitations on Amount. (a) Xx. Xxxxxx and Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 250,000 and then only to the extent all such Damages exceed in the aggregate $100,000250,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,0007,000,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 250,000 and then only to the extent all such Damages exceed in the aggregate $100,000250,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,0007,000,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 4.03 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and Subject to the last sentence of this Section 6.5(a), Seller will have no liability (for indemnification or otherwiseunder Section 6.1(a) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 1,750,000 (this amount, the “Basket”), and then only once such amount has been exceeded, Seller will be liable for indemnification for the total of all Damages in excess of the Basket. Subject to the extent all such Damages exceed last sentence of this Section 6.5(a), Seller’s aggregate liability under Section 6.1(a) (but excluding any liability for breach of any of Seller’s representations and warranties contained in the aggregate Sections 3.1 (Organization; Capitalization), 3.2 (Due Qualification), 3.3 (Authority; Binding Effect), and 3.10 (Tax Returns and Tax Audits)) is limited to $100,00015,750,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.036.5(a) shall not exceed $1,500,000; provided, however that this limit will not apply to the any breach of any of Seller’s representations and warranties contained in Sections 3.013.1 (Organization; Capitalization), 3.023.2 (Due Qualification), 3.3 (Authority; Binding Effect), and 3.13 or 3.10 (Tax Returns and Tax Audits); provided that the first sentence of this Section 6.5(a) shall apply with respect to any fraudulent acts or omissions or intentional material misrepresentations on the part breach of Xx. Xxxxxx or any of Seller’s representations and warranties contained in Section 3.10 (Tax Returns and Tax Audits). (b) Subject to the last sentence of this Section 6.5(b), Buyer shall not will have any no liability (for indemnification or otherwiseunder Section 6.2(a) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 the Basket, and then only once such amount has been exceeded, Buyer will be liable for indemnification for the total of all Damages in excess of the Basket. Subject to the extent all such Damages exceed last sentence of this Section 6.5(b), Buyer’s aggregate liability under Section 6.2(a) (but excluding any liability for breach of any of Buyer’s representations and warranties contained in the aggregate Sections 4.1 (Organization), 4.2 (Due Qualification) and 4.3 (Authority; Binding Effect)) is limited to $100,00015,750,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit Section 6.5(b) will not apply to the any breach of any of Buyer’s representations and warranties contained in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of BuyerSections 4.1 (Organization), 4.2 (Due Qualification) and 4.3 (Authority; Binding Effect). (c) No indemnitor will The Parties have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at agreed upon the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled Basket as a means of applying a materiality standard to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds claim that Buyer may have against Seller, or other payment that Seller may have against Buyer, resulting from a third party received breach of Seller’s or receivable by any Buyer Indemnified Person or Codina Indemnified PersonBuyer’s representations and warranties, as applicablethe case may be. Therefore, with respect to such Damages for purposes of determining whether any breach of the representations or warranties of Seller or Buyer, as the case may be, has occurred and for purposes of calculating the dollar amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled Damages to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be is entitled to indemnification under this Agreement(including the amounts needed to reach the Basket), each of Seller’s and Buyer’s representations and warranties that contain any qualification as to materiality will be deemed and interpreted to be a representation or warranty as to such items made without such qualification. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx In no event shall either party have the right to loss of profits or consequential, incidental, special or punitive damages of any kind whatsoever. (b) Seller and Seller will Parent shall have no liability (for indemnification or otherwise) with respect to claims for indemnification by the matters described in clauses Buyer Indemnified Persons and Buyer shall have no liability with respect to claims for indemnification by the Seller Indemnified Persons, until (aand only to the extent that) and (b) of Section 9.02 until the total of all Damages with respect to such matters claims exceeds One Million Seven Hundred Fifty Thousand Dollars ($100,000 and then only to 1,750,000) (the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing“Basket”), the aggregate liability which amount shall be treated as a deductible for purposes of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of BuyerXII. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which In no event shall the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Seller Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay be entitled to recover Damages from the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, other in excess of an amount equal to such insurance proceeds, payment or benefitThirty-Five Million Dollars ($35,000,000) in the aggregate (the “Cap”). (gd) Buyer will, and will use commercially reasonable efforts to cause each of the other The Buyer Indemnified Persons to, use commercially reasonable efforts Persons’ right to mitigate indemnification shall be reduced to the extent that the subject matter of any Damages with respect to which it may be entitled to seek indemnification claim is covered by and already paid pursuant to this Agreement. Buyer willany insurance policy, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds warranty or other payments indemnification from a third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreementparty Person. (he) If any indemnitor is indemnified for any Damages pursuant Subject to this Agreement Section 13.15, and except with respect to any claim by a third partyfor fraud, the indemnitor remedies provided in this Article XII shall consider be exclusive and shall preclude other remedies that may be available to Seller, Buyer, the Seller Indemnified Persons or the Buyer Indemnified Persons. (f) Notwithstanding anything in good faith a request for subrogation on this Section 12.5 to the part contrary, neither the Basket nor the Cap shall apply to Damages arising out of or related to (i) breaches by Seller of the indemniteeFundamental Reps; (ii) matters covered by Sections 12.1(b); or (d) or Section 12.3(b) and (c); (iii) matters covered by Section 12.2; or (iv) fraud.

Limitations on Amount. (a) Xx. Xxxxxx and Seller Notwithstanding any provisions of this Agreement to the contrary, Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in clauses clause (a), clause (b), or clause (d) of Section 9.2 other than for (i) Damages up to the aggregate amount of fifty percent (50%) of the total value of consideration received by Sellers for which claims are made on or before the eighteen (18) month anniversary of the Closing, and (ii) Damages up to the aggregate amount of $1,500,000 for which claims are made after the eighteen (18) month anniversary and on or before the four (4) year anniversary of the Closing; provided that in no event shall the total liability of Sellers for indemnification pursuant to clause (a), clause (b) and clause (d) of Section 9.02 until 9.2 exceed fifty percent (50%) of the total value of consideration received by Sellers in the aggregate ("Indemnification Cap") and further provided that in the event that there is an adjustment of the Purchase Price pursuant to Section 2.3 hereof, the Indemnification Cap shall be similarly adjusted by an amount equal to fifty percent (50%) of such adjustment to the Purchase Price but in no event shall such adjustment to the Indemnification Cap exceed $200,000. (b) Notwithstanding Section 9.4(a), in the event of (i) any breach of any Sellers' representations and warranties of which any Seller had actual knowledge at any time prior to the date on which such representation and warranty is made; or (ii) any intentional breach by Sellers of any covenant or obligation, or (iii) any indemnification rights under Section 9.2(e), Sellers will be liable for all Damages with respect to such matters exceeds $100,000 and then only to breaches or indemnification rights provided that in no event shall the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate total liability of Xx. Xxxxxx and any Seller under this Article IX (other than Section 9.03) shall not Agreement exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part total value of Xx. Xxxxxx or consideration received by such Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and Seller will have no liability (for indemnification or otherwise) Notwithstanding the provisions of this Article IX, an Indemnitor shall not be required to indemnify the Indemnitee with respect to the matters described in clauses (a) and (b) Claims arising from a misrepresentation or breach of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX warranty (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply any Claim relating to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part a breach of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 3.4 (Ownership of Shares), 3.12 (Tax Matters), Section 3.32 (Environmental Matters), or Section 3.37 (Brokers or Finders) and all costs of defense for any fraudulent acts or omissions or intentional material misrepresentations on such Claim), until the part aggregate amount of Buyersuch Claims shall exceed $50,000 (the "Indemnitor's Floor"); provided, however, if such Claims in the aggregate exceed the amount of the Indemnitor's Floor, all Claims irrespective of the Indemnitor's Floor, are subject to indemnification. (cb) No indemnitor will have any Notwithstanding the provisions of this Article IX, the Shareholder's liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages Claims set forth in Section 9.1(a) shall be limited to $5,000,000, except for Claims arising out of a breach of the representations and warranties contained in Sections 3.1 to 3.6 inclusive, and any and all fraudulent actions and statements or intentional misrepresentations, in which case the maximum liability of the Shareholder shall be limited to the full amount of any deductionthe Purchase Price paid or payable to Shareholder. Notwithstanding the provisions of this Article IX, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to the Purchaser's liability with respect to such Damages (taking into account Claims set forth in Section 9.1(b) shall be limited to $5,000,000, except for damages arising from any and all fraudulent actions and statements or intentional misrepresentations, in which case the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each maximum liability of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may Purchaser shall not be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreementlimited. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and The Seller will shall have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of any Loss based upon Section 9.02 5.01 hereof until the total aggregate of all Damages Losses exceeds $100,000 (the "Liability Threshold"). Then if the Liability Threshold is exceeded, the Seller shall be responsible for all Losses from the first dollar of Loss, without regard to the Liability Threshold. Notwithstanding anything to the contrary in this Agreement, the Seller shall have no liability for indemnification to the extent that the aggregate amount of all Losses with respect to such matters exceeds $100,000 an amount equal to fifty percent (50%) of the product of (i) the Purchase Price, as adjusted pursuant to Section 2.05(a) hereof, and then only (ii) the Average Share Price (as defined in Section 2.05(a), (the "Indemnification Limit"). At Seller's sole discretion, any and all claims for Losses by Purchaser's Indemnified Persons shall be satisfied by (i) the delivery of that number of Indemnification Shares (as defined in Section 5.03(a)) equal to (a) the amount of Loss divided by (b) the Average Share Price, (ii) a cash payment equal to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoingamount of Loss, the aggregate liability or (iii) a combination of Xx. Xxxxxx (i) and Seller under this Article IX (other than Section 9.03ii) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Sellerabove. (b) Buyer Notwithstanding anything to the contrary set forth in Section 5.02(a) hereof, the limitations set forth in Section 5.02(a) shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by the Purchaser or other Purchaser's Indemnified Person with respect to a third party, claim for indemnification with respect to (i) the indemnitor shall consider representations or warranties set forth in good faith a request Section 3.02; or (ii) any claim for subrogation on the part of the indemniteeindemnification based upon fraud.

Limitations on Amount. No indemnification shall be payable to Buyer pursuant to Section 7.2(a)(i) or (aii) Xx. Xxxxxx and Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses Shareholders pursuant to 7.2(b)(i) or (aii) and (b) of Section 9.02 until the total of all Damages with respect claims for indemnification pursuant to such matters exceeds $100,000 and then only to the extent all such Damages exceed clauses exceeds, in the aggregate, Ten Thousand Dollars ($10,000), whereupon the full amount of such claims commencing with the first dollar shall be recoverable in accordance with the terms hereof. In no event other than fraud or intentional misrepresentation shall the Shareholders’ aggregate indemnification obligations under Section 7.2(a)(i) or (ii) hereof, combined with the indemnification obligations of Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxxxxx, Xx. under Section 7.2(a)(i) or (ii) of the ICR Purchase Agreement, exceed Three Million Dollars ($100,000. 3,000,000), nor shall the aggregate indemnification obligations of Buyer under Section 7.2(b)(i) or (ii) hereof, combined with its indemnification A. Cunnell under Section 7.2(a)(i) or (ii) of the ICR International Purchase Agreement, exceed Three Million Dollars ($3,000,000) , nor shall the aggregate indemnification obligations of Buyer under Section 7.2(b)(i) or (ii) hereof, combined with its indemnification obligations under Section 7.2(b)(i) or (ii) of the ICR International Purchase Agreement, exceed Three Million Dollars ($3,000,000) Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) aforementioned limitations with respect to an Indemnifying Party’s indemnification obligations hereunder shall not exceed $1,500,000; provided, however that this limit will not apply to claims or damages arising out of or related to the representations and warranties set forth in Sections 3.013.2, 3.023.5, 3.10, and 3.13 or any fraudulent acts or omissions or intentional 3.12(f) above (taken collectively and individually) not being and continuing to remain true and correct in all material misrepresentations on respects at and as of the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) Closing Date through the Expiration Date, except that, solely with respect to Section 3.12(f), the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages $3,000,000 cap with respect to aggregate indemnification obligations shall not apply if one or more of the Indemnifying Parties had knowledge (as defined in Section 3.24) of the facts or circumstances giving rise to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000claim. Notwithstanding Furthermore, notwithstanding the foregoing, the aggregate any contingent liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled subject to indemnification under this Agreement. (hSection 7.2(a)(iv) If any indemnitor that is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part unasserted as of the indemniteefirst anniversary of the Closing, shall be subject to the $10,000 basket and $3,000,000 cap set forth above.

Limitations on Amount. (a) Xx. Xxxxxx and Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, Seller shall not be required to indemnify the Buyer Indemnified Persons in respect of any Damages suffered by the Buyer Indemnified Persons unless the aggregate liability of Xx. Xxxxxx and Seller under all Damages suffered by the Buyer Indemnified Persons exceeds an amount equal to $175,000 (the “Basket”), in which case, all Damages shall be recoverable pursuant to this Article IX (other than Section 9.03) shall not exceed $1,500,000XI; provided, however however, that this limit will not apply all Damages suffered by the Buyer Indemnified Persons relating to Sxxxxxx 00.0(x), (x), (x), (x), (x), (x), (x), (x), (x) and (m) shall be recoverable notwithstanding the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on amount of the part of Xx. Xxxxxx or SellerBasket. (b) Buyer The aggregate Liability of Seller for Damages for claims under this Article XI shall not have any liability (for indemnification or otherwise) with respect be limited to the matters described in clauses Escrow Fund, other than for Damages related to (aA) fraud by Seller or its Related Persons or (B) Damages suffered by the Buyer Indemnified Persons relating to Sxxxxxx 00.0(x), (x), (x), (x), (x), (x), (x), (x), (x) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyerm). (c) No indemnitor will have any liability (for indemnification or otherwise) for any When determining Damages of the Buyer, whether (i) for punitive, exemplary or special damages the representations and warranties of Seller is true and correct in any naturerespect, (ii) for indirect Seller has performed any of their covenants or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputationagreements contained in this Agreement, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds a Breach or other payment from a third party received matter causing Damages set forth in Section 11.2 has occurred, such representations, warranties, covenants, agreements and obligations shall be deemed not to include any qualification or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, limitation with respect to such Damages and the amount materiality (whether by reference to “Material Adverse Change,” “material adverse effect” or words of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realizedsimilar import). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and Seller Sellers will have no liability (for any indemnification or otherwise) obligation under Section 9.2 of this Agreement until the Damages with respect to each such matters suffered or incurred by the matters described in clauses (aBuyer Indemnified Parties and for which the Buyer Indemnified Parties are entitled to indemnification thereof under Sections 9.2(i) and (ii) exceeds $10,000 for each claim (the “Threshold”), after which, subject to Sections 9.6(b) and 9.6(c), the Sellers shall be obligated to pay in full all such amounts for such indemnification (including those amounts not exceeding the Threshold). (b) Sellers will have no liability for any indemnification obligation under Section 9.2 of Section 9.02 this Agreement until the total of all Damages with respect to such matters suffered or incurred by the Buyer Indemnified Parties and for which the Buyer Indemnified Parties are entitled to indemnification thereof under Sections 9.2(i) and (ii) exceeds $100,000 and then only to the extent all such Damages exceed 450,000 in the aggregate $100,000. Notwithstanding (the foregoing“Basket”), after which the aggregate liability of Xx. Xxxxxx and Seller under this Article IX Sellers shall be obligated to pay in full all such amounts for such indemnification (other than Section 9.03) shall including those amounts not exceed $1,500,000; exceeding the Basket), provided, however however, that this limit will the Basket shall not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions claim based on fraud or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have misrepresentation, any liability (claim for indemnification relating to FCPA Violations, Anti-Indemnity Claims or otherwise) with respect to Insured Claims, or for a Breach of a Fundamental Representation (collectively, the matters described in clauses (a) and (b) of Section 9.04 until the total of “Excluded Claims”), although all Damages with respect to such matters exceeds $100,000 and then only to Excluded Claims shall be included in determining whether the extent all such Damages exceed in the aggregate $100,000Basket has been met. Notwithstanding the foregoingFor purposes of this Article IX, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the term “Fundamental Representation” means all representations and warranties contained in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitiveSections 4.1(a), exemplary or special damages of any nature4.1(c), (ii) for indirect or consequential damages4.20 and 5.1(a), including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will5.2, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement5.3. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and Seller will 9.5.1 Sellers shall have no liability (for indemnification or otherwise) with respect to the matters described in clauses Section 9.2.1(a), 9.2.2, or, to the extent relating to any failure to perform or comply prior to the Closing Date, 9.2.1(b), (ai) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 500,000, and then only to for the extent all amount by which such Damages exceed $500,000, or (ii) for an aggregate amount in excess of the aggregate $100,000. Notwithstanding Base Consideration; PROVIDED, HOWEVER, that the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under limitations set forth in this Article IX (other than Section 9.03) 9.5.1 shall not exceed $1,500,000; provided, however that this limit will not apply to the any Breach of any of Sellers' representations and warranties in Sections 3.01, 3.02of which either Seller had Actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by either Seller of any covenant or obligation, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or SellerSellers shall be jointly and severally liable for all Damages with respect to such Breaches. (b) Buyer 9.5.2 The Crown Parties shall not have any no liability (for indemnification or otherwise) with respect to the matters described in clauses clause (ai) and or (bii) of Section 9.04 9.3 until the total of all Damages with respect to such matters exceeds $100,000 500,000, and then only to for the extent all amount by which such Damages exceed $500,000; PROVIDED, HOWEVER, that the limitation set forth in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX this Section 9.5.2 shall not exceed $1,500,000, provided, however that this limit will not apply to any Breach of any of the Crown Parties' representations and warranties in Section 4.02 of which either of the Crown Parties had Actual Knowledge at any time prior to the date on which such representation and warranty is made or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages Breach by either Crown Party of any naturecovenant or obligation, (ii) and the Crown Parties shall be jointly and severally liable for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of all Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefitBreaches. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) XxThe liability of each Seller and the LOS Owners under Section 10.2 shall not exceed the value of the portion of the consideration pursuant to Section 2.4 ultimately received by such Seller or LOS Owner. Xxxxxx and Seller Additionally, in determining the amount of Damages for which an Indemnified Person is entitled to indemnification under Section 10.2 or Section 10.3, any insurance proceeds that are realized or that could reasonably be expected to be realized by such Indemnified Person (if a claim were properly pursued under the relevant insurance arrangements), as well as any costs associated with obtaining such insurance proceeds, will have no liability be considered. (for b) Buyer's Indemnified Persons will be entitled to indemnification or otherwise) with respect to the matters described in clauses under paragraph (a) of Section 10.2, and Sellers' Indemnified Persons will be entitled to indemnification under paragraph (ba) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then 10.3, only to the extent all such Damages exceed and in the amount that the aggregate amount of indemnifiable Damages incurred by all Buyer's Indemnified Persons and Sellers' Indemnified Persons, respectively, under such paragraphs exceeds $100,000. 2 million. (c) The maximum aggregate amount to which Buyer's Indemnified Persons will be entitled to indemnification under paragraph (a) of Section 10.2 is limited to $15 million. (d) Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx limitations set forth in Section 10.4(b) and Seller under this Article IX (other than Section 9.03c) shall not exceed $1,500,000; provided, however that this limit will not apply to Damages arising from or in connection with a breach or alleged breach of the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary of the Sellers set forth in Section 3.3 or special damages the last sentence of any nature, Section 3.4 or (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realizedset forth in Section 4.2(c). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a1) XxThe Optionors shall have no liability (for indemnification or otherwise) with respect to claims under Section 9(b) until the total of all Damages with respect to such matters exceeds $250,000 and then only for the amount by which such Damages exceed $250,000. Xxxxxx However, this Section 9(d)(1) will not apply to a claim for Breach of the representations and Seller warranties made in Section 4(a) as to the authorization, issuance and ownership of the Interests, claims under Section 9(b)(2), (3), (4), (6) and (7), or to any Breach of any Optionor representation and warranty of which the Optionors had Knowledge at any time prior to the date on which such representation and warranty is made and the Optionors will be jointly and severally liable for all Damages with respect to such Breaches. (2) Omega will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (aclaims under Section 9(c) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 250,000 and then only to for the extent all amount by which such Damages exceed in the aggregate $100,000250,000. Notwithstanding the foregoingHowever, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.039(d)(2) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01claims under Section 9(c)(2), 3.02(3), and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a4) and (b5) or to any Breach of Section 9.04 until any Omega representation and warranty of which Omega had Knowledge at any time prior to the total of date on which such representation and warranty is made, and Omega will be liable for all Damages with respect to such matters exceeds $100,000 and then only to Breaches. (3) After the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoingClosing, the aggregate Optionors’ on the one hand, and the Optionees’ on the other hand, maximum liability for indemnification hereunder is limited to Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00), except that there will be no limit upon the Optionor’s liability for a Breach of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties made in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c4(a) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Personsauthorization, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, issuance and will use commercially reasonable efforts to cause each ownership of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this AgreementInterests. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and Seller will have no liability (for indemnification or otherwise) Except with respect to claims resulting or arising from or based upon fraud, the matters described Parent Indemnified Persons shall not have any right to indemnification or to be held harmless under Section 11.2(a) for the breach of any of the Company’s representations and warranties, except for breaches of any of the representations or warranties in clauses Sections 3.1 (aOrganization and Good Standing), 3.2 (Authority), 3.3 (No Conflict), 3.4 (Capitalization), 3.5 (Subsidiaries), 3.13 (Tax Matters), 3.15 (Employee Benefits), 3.17 (Legal Proceedings; Orders), 3.24 (Intellectual Property), 3.25 (Certain Payments) and or 3.32 (bHIPAA/HITECH Compliance) of Section 9.02 (collectively, the “Fundamental Representations”), until the total aggregate of all Damages with respect to such matters exceeds $100,000 250,000 (the “Deductible Amount”), in which event the Securityholders shall be responsible for and then only the Parent Indemnified Persons shall be indemnified for all Damages in excess of such amount. Any claim for indemnification for the breach by the Company of any of the Fundamental Representations or any claim for indemnification based upon any of Sections 11.2(b) through and including 11.2(m) and any of the matters set forth therein may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and the Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Persons for, the entire amount of such Damages up to the extent all aggregate limit set forth in this Section 11.4. A claim for Damages resulting or arising or based upon fraud may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Person for the entire amount of such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or SellerDamages. (b) Buyer Except with respect to claims resulting or arising from or based upon fraud, the Parent Indemnified Persons shall not have any liability (for right to indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed be held harmless under this Agreement except from amounts available in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of BuyerEscrow Fund. (c) No indemnitor will have The amount of any liability (Damages for which indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages other payment is provided under this Article XI shall be net of any nature, (ii) amounts actually recovered by the Parent Indemnified Persons under insurance policies with respect to such Damages arising from the incurrence or payment of any such Damages. Any indemnity or hold harmless payment hereunder shall be treated as an adjustment to the Purchase Price for indirect or consequential damages, including damages Tax purposes unless there is no reasonable basis for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at doing so under the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantifiedrelevant Tax law. (d) [Reserved]Notwithstanding anything in this Agreement to the contrary, to the extent that any party shall have any obligation to indemnify or hold harmless any other Person under this Agreement, such obligation shall not include any obligation to indemnify for any consequential, special or punitive damages whatsoever, even if advised of the possibility of such damages other than consequential, special or punitive damages awarded to an unrelated third-party. (e) [Reserved] (f) The amount of Damages for which the Buyer Parent Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use shall make commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable reasonably efforts to mitigate or resolve any Damages with respect to claim or liability for which it indemnification may be entitled to seek indemnification sought pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each the terms of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (hf) If In no event shall any indemnitor is indemnified for Parent Indemnified Person be entitled to a duplicate indemnification, payment, reimbursement, adjustment or other remedy or recovery from the Securityholders in respect of any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemniteeDamages.

Limitations on Amount. No indemnification shall be payable to Buyer pursuant to Section 7.2(a)(i) or (aii) Xx. Xxxxxx and Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses Principals pursuant to 7.2(b)(i) or (aii) and (b) of Section 9.02 until the total of all Damages with respect claims for indemnification pursuant to such matters exceeds $100,000 and then only to the extent all such Damages exceed clauses exceeds, in the aggregate, Ten Thousand Dollars ($10,000), whereupon the full amount of such claims commencing with the first dollar shall be recoverable in accordance with the terms hereof. In no event other than fraud or intentional misrepresentation shall the Principals’ aggregate indemnification obligations under Section 7.2(a)(i) or (ii) hereof, combined with the indemnification obligations of Xxxx Xxxxxxx and V. A. Cunnell under Section 7.2(a)(i) or (ii) of the ICR International Purchase Agreement, exceed Three Million Dollars ($100,0003,000,000) , nor shall the aggregate indemnification obligations of Buyer under Section 7.2(b)(i) or (ii) hereof, combined with its indemnification obligations under Section 7.2(b)(i) or (ii) of the ICR International Purchase Agreement, exceed Three Million Dollars ($3,000,000). Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) aforementioned limitations with respect to an Indemnifying Party’s indemnification obligations hereunder shall not exceed $1,500,000; provided, however that this limit will not apply to claims or damages arising out of or related to the representations and warranties set forth in Sections 3.013.2, 3.023.5, 3.10, and 3.13 or any fraudulent acts or omissions or intentional 3.12(f) above (taken collectively and individually) not being and continuing to remain true and correct in all material misrepresentations on respects at and as of the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) Closing Date through the Expiration Date, except that, solely with respect to Section 3.12(f), the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages $3,000,000 cap with respect to aggregate indemnification obligations shall not apply if one or more of the Indemnifying Parties had knowledge (as defined in Section 3.24) of the facts or circumstances giving rise to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000claim. Notwithstanding Furthermore, notwithstanding the foregoing, the aggregate any contingent liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled subject to indemnification under this Agreement. (hSection 7.2(a)(iv) If any indemnitor that is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part unasserted as of the indemniteefirst anniversary of the Closing, shall be subject to the $10,000 basket and $3,000,000 cap set forth above.

Limitations on Amount. (a) Xx. Xxxxxx and Seller Neither Buyer, Parent, nor either of the Owners will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 10.2, as applied to the Owners, or with respect to the matters described in Section 10.3, as applied to the Buyer or Parent, until the total of all Damages with respect to such matters exceeds $100,000 150,000, and then only to the extent all for such Damages in excess of $150,000. However, the limitations of this Section 10.5 will not apply to any fraud or intentional misrepresentation or any intentional Breach by either Owner of any covenant or obligation. With respect to any Breach for which both Owners are liable, the Owners will be severally but not jointly liable for their pro rata share of Damages with respect to such Breach in accordance with each Owner's proportionate ownership of the Company as of the Closing Date. Owners' individual liability for Damages under this Section 10 of the Agreement, other than Damages resulting from fraud or intentional misrepresentation, shall not exceed in the aggregate $100,0004,000,000 per Owner, and neither Buyer, Parent nor any Indemnified Person shall be entitled to indemnification hereunder in excess of an aggregate amount of $8,000,000 (the "INDEMNIFICATION CAP"). Notwithstanding Buyer's or Parent's liability for Damages under Section 10 of the foregoingAgreement, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) Damages resulting from fraud or intentional misrepresentation, shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoingIndemnification Cap and, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions other than for Damages resulting from fraud or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have misrepresentation neither Owners nor any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may shall be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages hereunder in excess of the Indemnification Cap. Any amounts set off by Buyer pursuant to this Agreement with respect to any claim by a third party, Section 10.6 shall count toward the indemnitor shall consider in good faith a request for subrogation on the part of the indemniteeIndemnification Cap.

Limitations on Amount. (a) Xx. Xxxxxx and Seller will The Sellers shall have no liability (for indemnification or otherwise) with respect to the matters described in clauses clause (a) and (b) of Section 9.02 10.2 (exclusive of Damages arising from or related to any Breach by CAC or Sellers of any representation or warranty under Sections 3.3, 3.10, 3A.3, 3A.4 or 3A.6 or a claim based on fraud) until the total aggregate of all claims for Damages with respect to such matters exceeds $100,000 500,000 (the “Indemnification Basket”), and then only to only, in the extent all aggregate, for the amount by which such Damages exceed in the aggregate $100,000Indemnification Basket. Notwithstanding the foregoing, the The aggregate liability of Xx. Xxxxxx all Sellers for all claims for Damages (exclusive of Damages arising from or related to of claims arising out of or related to (i) fraud, (ii) claims with respect to any covenant or obligation to be performed and Seller complied with after the Closing, (iii) indemnification obligations pursuant to Sections 10.2(c) through (e) and (iv) any Breach by CAC or the Sellers of any representation or warranty under this Article IX Sections 3.3, 3.10, 3A.3, 3A.4 or 3A.6, with Damages related to the items set forth in clauses (other than Section 9.03i), (ii), (iii) and (iv) collectively referred to as, the “Cap Excluded Damages”) shall be limited to $7,000,000 (the “Indemnification Cap”) and each Seller’s aggregate liability for such Damages (but not exceed $1,500,000; provided, however that this limit will not apply with respect to the representations Cap Excluded Damages) shall be limited to such Seller’s Pro Rata Percentage of the Indemnification Cap. The aggregate liability of all Sellers’ for all claims for Damages arising from or related to any Breach by CAC or Sellers of any representation or warranty under Sections 3.3, 3.10, 3A.3, 3A.4 or 3A.6 and warranties in Sections 3.01, 3.02, any other Cap Excluded Damages shall be limited to the Adjusted Equity Value and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on each Seller’s aggregate liability for such Damages shall be limited to such Seller’s Pro Rata Percentage of the part of Xx. Xxxxxx or SellerAdjusted Equity Value. (b) Buyer With respect to each representation or warranty that is Qualified, no such Qualification shall not have be permitted for the purpose of determining whether an inaccuracy or breach of such representation or warranty has occurred or the amount of any liability Damages that is the subject of indemnification hereunder; provided, however, there shall be no indemnification obligation pursuant to clause (for indemnification or otherwisea) of Section 10.2 above (except with respect to fraud and Breaches of the matters described representations contained in clauses Section 3.10) for any individual instance or matter unless Damages from such instance or matter exceeds $15,000 (athe “Threshold”) and (b) with Damages arising out of Section 9.04 until the total same or related circumstances being aggregated for the purposes of determining the satisfaction of the Threshold). For purposes of determining whether the Indemnification Basket has been met, all Damages with respect whether beneath or above the Threshold shall count towards the Indemnification Basket without regard to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of BuyerQualification. (c) The Sellers shall have no obligation to indemnify the Buyer Indemnified Parties solely to the extent of any liability of the Companies included in the calculation of the Adjusted Net Working Capital, as finally determined under the procedures set forth in Section 2.5. No indemnitor will Seller shall have any liability (for indemnification pursuant to this Section 10 in excess of its Pro Rata Percentage of the Damages with respect thereto. Notwithstanding any provision of this Agreement to the contrary but subject to the applicable limitations contained in this Section 10, the Buyer Indemnified Parties may recover all Damages resulting from a Breach of the representations, warranties or otherwise) covenants of a Seller contained in Section 3A only from such Seller and for any such purposes such breaching Seller’s Pro-Rata Percentage of such Damages (i) for punitive, exemplary or special damages shall be deemed to be 100% of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantifiedsuch Damages. (d) [Reserved]Following the Closing Date, the Sellers shall not have any right of contribution, reimbursement or subrogation, or any similar rights, against the Companies for any indemnification payment made by the Sellers and each Seller hereby waives any and all such rights regarding any such payment that it may have against the Companies. For purposes of this Section 10.5, to the extent any facts or circumstances can be deemed a breach of a representation or warranty by the Sellers or CAC or be deemed a matter covered by the specific indemnification obligations set forth in Sections 10.2(c)–(e), such facts and circumstances shall be deemed a matter covered by the specific indemnification obligations set forth in Section 10.2(c)-(e). Any claims, Damages and payments in respect of the specific indemnification obligations set forth in Sections 10.2(c)–(e) shall be disregarded in determining whether and to what extent Damages have been applied to the Indemnification Cap. (e) [Reserved] To the extent the Damages arising, directly or indirectly, from or in connection with Midwest Walnut Claim exceed the $100,000 reserved and to be taken into account in the determination of the final Adjustment Amount, each Seller shall be liable for its Pro Rata Percentage of fifty (f50%) The percent of such excess. For purposes of determining the amount of the Damages for which from the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will Midwest Walnut Claim such Damages shall be reduced by the amount fair market value of any insurance proceeds or other payment from a third party gun barrel stock received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, in connection with respect to the settlement of such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefitclaim. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and Seller The Codina Parties will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller the Codina Parties under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Sellerthe Codina Parties. (b) Buyer Flagler shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer Flagler under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of BuyerFlagler. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Flagler Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Flagler Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Flagler Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Flagler Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer Flagler or Xx. Xxxxxx and Sellerthe Codina Parties, as the case may be, will promptly refund and pay to the Buyer Flagler Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer Flagler will, and will use commercially reasonable efforts to cause each of the other Buyer Flagler Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer Flagler will, and will use commercially reasonable efforts to cause each of the other Buyer Flagler Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (ai) XxThe sole recourse that the Corporation Indemnified Persons shall have against any Greensteam Indemnifying Person shall be to the Common Shares not yet issued as Contingent Merger Consideration pursuant to Section 1.9(b) to such Greensteam Indemnifying Person as the same may be reduced from time to time in accordance with this Agreement. Xxxxxx and Seller will In no case shall a Greensteam Indemnifying Person have any personal obligation for indemnification hereunder outside of the surrender to the Corporation of Common Shares not yet issued to such Greensteam Indemnifying Person as Contingent Merger Consideration pursuant to Section 1.9(b) in satisfaction of such a claim. (ii) The Indemnifying Parties shall have no liability (obligation to indemnify the Indemnified Parties for indemnification or otherwise) with respect to the matters any Losses described in clauses Section 10.1(i) or (aii) or Section 10.2 (i) or (ii) unless and (b) of Section 9.02 until the total of all Damages Indemnifying Parties’ aggregate indemnification obligations thereunder with respect to such matters exceeds Losses shall exceed Fifty Thousand and 00/100 Dollars ($100,000 and then only 50,000.00) (the “Deductible Amount”), whereupon the Indemnified Parties shall be entitled to receive indemnification for the amount of Losses in excess of the Deductible Amount. (iii) No indemnification payment made by Indemnifying Persons shall be payable to Indemnified Persons to the extent all the aggregated claims hereunder for Losses of such Damages exceed in the aggregate Indemnified Persons exceeds Three Million and 00/100 Dollars ($100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03,3000,000.00) shall not exceed $1,500,000; provided, however however, that this limit will limitation shall not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or Corporation’s obligation to issue the Common Shares constituting any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemniteeMerger Consideration.

Limitations on Amount. (a) Xx. Xxxxxx and Seller will Except as specified herein, the Indemnifying Party shall have no liability (for indemnification or otherwise) with respect to the matters described in clauses (aclaims under Section 7.1(a)(i) and (bii) of Section 9.02 until the total cumulative amount of all Damages Indemnified Losses with respect to such matters exceeds $100,000 and then only 1,000,000 (the “Basket”), in which event the Indemnifying Party shall be liable for the amount of the Indemnified Losses in excess of the Basket, but in no event shall the Indemnifying Party be liable to the extent all such Indemnified Party or any third parties in an aggregate amount in excess of $4,000,000 (“Cap”). For purposes of calculating the Basket, Damages which do not meet the “De Minimis Threshold” shall be excluded. For purposes of this Agreement, “De Minimis Threshold” means any Damages suffered by the Indemnified Party under Section 7.1(a) that do not exceed $200,000 in each individual case, except for those Damages that, if individually considered, do not exceed the De Minimis Threshold but result from the same or similar repeated facts, events or circumstances, which Damages shall be jointly considered in meeting the De Minimis Threshold and, if the De Minimis Threshold is exceeded, shall be jointly taken into account in the aggregate $100,000calculation of the Basket. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx Basket, Cap and Seller under this Article IX (other than Section 9.03) De Minimis Threshold shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (aclaims under Section 7.1(a)(ii) and (b) of Section 9.04 until the total of all Damages iii), or with respect to such matters exceeds $100,000 breaches of the representations, warranties and then only covenants set forth in Section 2.2 (Shares) and Section 2.13 (Taxes). Notwithstanding anything to the extent all such Damages exceed contrary contained herein, in no event shall the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply Indemnifying Party be liable to the representations and warranties in Section 4.02 Indemnified Party or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The third parties in an aggregate amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each in excess of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this AgreementPurchase Price. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx Parent and Seller will have no liability to a Buyer Indemnified Party (for indemnification or otherwise) with respect to any Buyer Losses covered by Section 11.02(a)(i) or Section 11.03 until the matters described aggregate amount of all Buyer Losses exceeds $1,000,000 (the "Basket Amount"), in clauses (awhich case Parent and Seller shall be obligated to indemnify the Buyer Indemnified Parties for the total amount of all Buyer Losses in excess of the Basket Amount; provided, however, that no individual claim or series of related claims for indemnification under Section 11.02(a)(i) or Section 11.03 shall be recoverable hereunder if it is or they are for an amount less than $50,000, until the aggregate amount of all such claims is equal to at least $500,000. Except for fraud or willful misrepresentation or as otherwise provided below, the aggregate liability of Parent and Seller for all amounts under Section 11.02(a)(i) and (bSection 11.03 shall not exceed $25,000,000; provided, however, that the aggregate liability of Parent and Seller for all amounts under Section 11.02(a)(i) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed breaches of or inaccuracies in the aggregate representations and warranties set forth in Section 4.25 and Section 11.03 shall not exceed $100,00030,000,000 minus the amounts paid by Parent or Seller in respect of all other claims for indemnification under Section 11.02(a)(i) (the "Cap"). Notwithstanding the foregoing, the aggregate liability Basket Amount shall apply only to breaches of Xx. Xxxxxx or inaccuracies in representations and Seller under this Article IX (warranties other than Section 9.03those set forth in Sections 4.01, 4.02, 4.03, 4.10(b) (only the third sentence thereof) or 4.15, and the Cap shall not exceed $1,500,000; provided, however that this limit will not apply to the claims, breaches of or inaccuracies in representations and warranties set forth in Sections 3.014.01, 3.024.02, and 3.13 4.03, 4.10(b) (only the third sentence thereof) or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller4.15. (b) Buyer shall not will have any no liability to a Seller Indemnified Party (for indemnification or otherwise) with respect to the matters described in clauses (aany Seller Losses covered by Section 11.04(a)(i) and (b) of Section 9.04 until the total aggregate amount of all Damages with respect Seller Losses exceeds the Basket Amount, in which case Buyer shall be obligated to such matters exceeds indemnify the Seller Indemnified Parties for the total amount of all Seller Losses in excess of the Basket Amount; provided, however, that no individual claim or series of related claims for indemnification under Section 11.04(a)(i) shall be recoverable hereunder if it is or they are for an amount less than $100,000 and then only to 50,000, until the extent aggregate amount of all such Damages claims is equal to at least $500,000. Except for fraud or willful misrepresentation or as otherwise provided below, aggregate liability of Buyer for all amounts under Section 11.04(a)(i) shall not exceed in the aggregate $100,000Cap. Notwithstanding the foregoing, the aggregate liability Basket Amount shall apply only to breaches of Buyer under Article IX or inaccuracies in representations and warranties other than those set forth in Sections 5.01, 5.02 or 5.06 and shall not exceed $1,500,000, provided, however that this limit will not apply to any breaches of any covenants of Buyer set forth in this Agreement or in any Buyer Related Document, and the Cap shall not apply to claims, breaches of or inaccuracies in representations and warranties set forth in Sections 5.01, 5.02 or 5.06. (c) In addition to the requirements of Sections 11.07(a) and 11.07(b), with respect to any claims for indemnification under Section 11.03, under Section 11.02(a) with respect to any breach or inaccuracy of the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation4.25, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicableSection 11.02(a)(v), with respect to such Damages any Release or alleged Release of Hazardous Materials or any contamination or alleged contamination of the Environment, whether or not involving a Third Party Claim, the following shall apply: (i) the Indemnified Party shall give the Indemnifying Party prompt written notice of any Release, contamination or other fact or condition (collectively, "Potential Claim") which could reasonably be expected to give rise to a claim for indemnification, including a description of the nature and extent of the Potential Claim; (ii) the Indemnified Party shall cooperate with the Indemnifying Party in assessing the Potential Claim, including providing reasonable access to properties, employees and documents, including, but not limited to, pertinent environmental site assessments or other environmental reports, sampling data and other results of investigations, and correspondence with applicable government agencies, in a manner that does not unreasonably interfere with the operations of the business of the Indemnified Party or cause the Indemnified Party to waive any privileges or rights; and (iii) the Indemnified Party shall consult on a regular basis with the Indemnifying Party regarding the response to and the amount containment, monitoring or cleanup of (collectively, "Remedial Actions") any Potential Claim, including, but not limited to (A) the selection of any deductionenvironmental consultants involved in any Remedial Actions, credit (B) the scope and selection of any cleanup or other Tax benefit remedial workplans or remedies, any feasibility studies or other environmental investigations and (C) the entering into any Orders or other binding agreements with any applicable Governmental Authority or any voluntary cleanup programs. Notwithstanding any other terms of this Section 11.06, the Indemnified Party shall have the right to take any actions that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected it may reasonably determine to be actually realized)necessary, without consulting with the Indemnifying Party, to contain any Release, contamination or other fact or condition in order to avoid any immediate threat to the Environment or human health and safety. If a Buyer Indemnified Person Any Remedial Action, or Codina Indemnified Personany part thereof, after having received any subject to or potentially subject to an indemnification payment pursuant to claim under this Agreement shall be performed in a workmanlike manner, consistent with respect to any Damagesall applicable professional standards, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx using recognized remedial methods and Seller, as the case may be, will promptly refund technologies and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefitin a cost effective manner not exceeding industry cost standards for comparable work. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx Seller and Shareholders Seller will and Shareholders shall have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 250,000 (the “Basket”), and then only to for the extent all amount by which such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000Basket; provided, however however, that this limit will not apply if, prior to the representations Closing, Buyer has asserted claims for Damages in an aggregate amount exceeding the Basket and warranties in Sections 3.01the Closing occurs, 3.02from and after the Closing, Seller and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer Shareholders shall not have any no liability (for indemnification or otherwise) with respect to the matters described in clauses (aclaims under Section 11.2(a) and (b) of Section 9.04 until the total of all Damages (in excess of the Basket) with respect to such matters exceeds $100,000 10,000, and then only to for the extent all entire amount of such Damages, including those not in excess of $10,000; provided, further, that in the event that the aggregate amount of such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall does not exceed $1,500,00010,000 on the second anniversary of the Closing Date, providedSeller and Shareholders shall have liability with respect to all such claims regardless of amount. Seller’s and the Shareholders’ aggregate liability for money Damages will not exceed an amount equal to $9,000,000. However, however that this limit Section 11.4 will not apply to claims under Section 11.2(b) through (h) or to matters arising in respect of Sections 3.1, 3.2, 3.8, 3.11, 3.13, 3.18, 3.23, 3.24 or 3.28 or to any intentional breach by Seller or either Shareholder of any covenant or obligation or claims for fraud, and Seller and the representations Shareholder responsible for such intentional breach will be jointly and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will severally liable for all Damages with respect to such breaches. Seller and Shareholders shall have any no liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages with respect to matters arising in respect of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage Section 3.4 to business reputation, or (iii) that, at the time written notice thereof extent that Buyer is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) fully reimbursed in respect of such matters by virtue of the reduction in the Purchase Price as a result of the EBITDA Audit Adjustment. The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may required to be entitled to seek indemnification under this Agreement paid by Seller and Shareholders in respect of Damages will be reduced by to the amount extent of 75% of any amounts Buyer actually receives pursuant to the terms of the insurance proceeds or other payment from a third party received or receivable by policies (if any) covering any Buyer Indemnified Person or Codina Indemnified Personsuch Damages. In addition, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit extent that any Buyer Indemnified Person or Codina Indemnified Person Damages in respect of which Seller is entitled to with respect to such Damages indemnified result in an actual reduction in the Tax Liabilities of Seller (“Seller Tax Benefit”) after taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person any increased Tax Liabilities or Codina Indemnified Person, after having received decreased asset bases created by receipt of any indemnification payment pursuant payments hereunder, all as determined by Seller in its sole discretion, Seller shall repay to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and SellerBuyer, as the case may be, will promptly refund and pay such net amount; provided, however, that any disallowance or reduction of any Seller Tax Benefit subsequent to the year of realization including any related interest and penalties shall be treated as Damages and shall be subject to indemnification by Buyer Indemnified Persons hereunder. Notwithstanding anything in this Agreement to the contrary, in no event shall Seller or Codina Indemnified Personsthe Shareholders have liability for indemnification in respect of any Pre-Closing Claims (other than claims relating to sales and use taxes) for any amount in excess of the Certified Damages Amount, regardless of whether the Certified Damages Amount, as certified by Buyer, was accurate. If, however, a certificate delivered by Buyer pursuant to Section 11.1 states that the case may beamount of Damages relating to the matter described therein are not ascertainable, an if the Closing occurs, the amount equal to of such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each Damages shall not be limited by virtue of the other fact that Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification delivered a certificate pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this AgreementSection 11.1. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and Except as otherwise provided below, Seller will shall have no liability Liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (bclaims under Section 8.02(a) of Section 9.02 this Agreement until the total of all Damages Buyer Losses with respect to such matters exceeds $100,000 (the "Basket"), in which case Seller shall be liable for the total amount of all Buyer Losses in excess of $100,000, and then only to the extent all such Damages exceed in the aggregate Liability of Seller with respect to claims under Section 8.02(a) of this Agreement shall not exceed $100,0003,000,000 (the "Cap"). Notwithstanding the foregoing, (i) neither the aggregate liability Basket nor the Cap shall apply to breaches of Xx. Xxxxxx or inaccuracies in the representations and Seller under warranties set forth in Sections 4.01, 4.02, 4.11(a) or 4.15 of this Article IX Agreement, and (other than ii) after the 18 month anniversary of the Closing Date, Buyer's right to indemnification for Buyer Losses with respect to breaches of the representations and warranties set forth in Section 9.03) 4.15 of this Agreement shall not exceed $1,500,000; provided100,000 in the aggregate (other than the amount of any associated Tax Liability, however that this limit will not apply with respect to which there is no such limitation). Buyer and Seller use all commercially reasonable efforts to resolve any Tax disputes promptly, and Buyer shall have no Liability with respect to any amounts with respect to disputes, assessments, controversies or claims with respect to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on Business and/or the part of Xx. Xxxxxx or SellerAssets arising with respect to periods prior to the Closing Date. (b) Except as otherwise provided below, (i) Buyer shall not have any liability no Liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (bclaims under Section 8.03(a) of Section 9.04 this Agreement until the total of all Damages Seller Losses with respect to such matters exceeds $100,000 the Basket, in which case Buyer shall be liable only for the total amount of all Seller Losses in excess of the Basket, and then only to the extent all such Damages exceed in (ii) the aggregate $100,000Liability of Buyer with respect to claims under Section 8.03(a) of this Agreement shall not exceed the Cap. Notwithstanding the foregoing, neither the aggregate liability of Buyer under Article IX Basket nor the Cap shall not exceed $1,500,000, provided, however that this limit will not apply to the breaches of or inaccuracies in representations and warranties set forth in Section 4.02 Sections 5.01 or any fraudulent acts or omissions or intentional material misrepresentations on the part 5.02 of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and Seller New Image will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (aSection 10.2(a) and or (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 300,000 (the "Threshold Amount"). Once the total of all Damages under Section 10.2(a) and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer reaches the Threshold Amount, New Image shall not have any liability (be immediately liable for indemnification or otherwise) $100,000 and shall be liable for all further Damages with respect to the matters described in clauses (aSection 10.2(a) and (b) until the first to occur of the following: (i) the total Damages paid by New Image to the Buyer Indemnified Persons pursuant to Section 9.04 10.2(a) and (b) equals $2,500,000 or (ii) the total Damages paid by New Image to the Buyer Indemnified Persons pursuant to Section 10.2(a) and (b), when added to the total Damages paid by the Goldxxx Xxxhx Xxxties (as defined in the Indemnification Agreement) to the Indemnified Persons (as defined in the Indemnification Agreement), equals the Cap (as defined in the Indemnification Agreement) (the "General Cap"), and shall have no liability pursuant to Section 10.2(a) and (b) for any Damages in excess of the General Cap. The Threshold Amount and General Cap shall not apply to any Damages with respect to the matters described in Section 10.2 (c) and (d). (b) Buyer will have no liability for indemnification with respect to the matters described in Section 10.3(a) or (b) until the total of all Damages with respect to such matters exceeds the Threshold Amount. Once the total of all Damages under Section 10.3(a) and (b) reaches the Threshold Amount, Buyer shall be immediately liable for $100,000 and then only shall be liable for all further Damages with respect to the extent all such matters described in Section 10.3(a) and (b) until the total Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of paid by Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations New Image Indemnified Persons pursuant to Section 10.3(a) and warranties in (b) equals the General Cap, and shall have no liability pursuant to Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. 10.3(a) and (c) No indemnitor will have any liability (for indemnification or otherwiseb) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each in excess of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this AgreementGeneral Cap. Buyer will, The Threshold Amount and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect General Cap shall not apply to any Damages with respect to which it may be entitled to indemnification under this Agreementthe matters described in Section 10.3(c). (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx Except for any taxes payable by Seller (including taxes reported by Seller on a return consolidating Seller’s and the Company’s operations, sales or other activity on which taxes are due and payable) and sought to be imposed on Buyer or Company, and subject to Section 10.4(c), Seller shall have no liability (for indemnification or otherwise) with respect to claims under Section 10.2 until the total of all Damages with respect to such matters exceeds Two Hundred and Fifty Thousand Dollars ($250,000) and then only for the amount by which such Damages exceed such amount. (b) Subject to Section 10.4(c), Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of claims under Section 9.02 10.3 until the total of all Damages with respect to such matters exceeds Two Hundred and Fifty Thousand Dollars ($100,000 250,000) and then only to for the extent all amount by which such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyeramount. (c) No indemnitor will In no event shall any party have any liability (for indemnification or otherwise) for any Damages money damages in excess of Five Million Dollars (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified$5,000,000). (d) [Reserved]Claims for indemnification with respect to (i) fraud, intentional misrepresentation, knowledge of a deliberate or willful breach of any representations, warranties or covenants under this Agreement, (ii) any Liability to a Third Party based on a misappropriation or infringement of the proprietary rights of persons other than Seller, Buyer, Company or Licensors or Licensee under the Spa License Agreement directly resulting from a breach of any representation and warranty of Seller in this Agreement, (iii) clause 10.2(e) or (iv) clause 10.3(d) shall not be subject to any of the limitations set forth in this Section 10.4. (e) [Reserved] (f) The amount This Article X shall be the sole remedy at law of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, parties with respect to such Damages and monetary damages (except as provided in Section 8.2(b)); provided, however, nothing contained herein shall limit the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each ability of the other Buyer Indemnified Persons to, use commercially reasonable efforts parties to mitigate seek any Damages with respect equitable relief to which it they may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreemententitled. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (aNo indemnification shall be payable to Buyer pursuant to Section 8.2(a) Xx. Xxxxxx and Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of or to Seller or Principal pursuant to Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.038.3(a) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to until the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal total of all claims for indemnification pursuant to such insurance proceedsclauses exceeds, payment in the aggregate, Twenty-five Thousand Dollars ($25,000), whereupon the full amount of any such claims commencing with the first dollar shall be recoverable in accordance with the terms hereof. In no event other than fraud or benefit. intentional misrepresentation shall the Seller Indemnifying Parties’ aggregate indemnification obligations under Section 8.2(a) or (gb) Buyer willor Buyer’s aggregate indemnification obligations under Section 8.3(a) or (b) exceed One Million Four Hundred Thousand Dollars ($1,400,000). Notwithstanding the foregoing, and will use commercially reasonable efforts to cause each of (i) the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages aforementioned limitations with respect to which it may be entitled the Seller Indemnifying Parties’ indemnification obligations hereunder shall not apply to seek indemnification pursuant claims or damages arising out of or related to this Agreement. Buyer willthe representations and warranties set forth in Sections 3.2, 3.5, 3.6, 3.10, 3.12, and will use commercially reasonable efforts 3.13 above (taken collectively and individually) not being and continuing to cause each remain true and correct in all material respects at and as of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, Closing Date through the Expiration Date and all Tax refunds or other Tax benefits, that may be available (ii) the aforementioned limitations with respect to any Damages Buyer’s indemnification obligations hereunder shall not apply with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement Buyer’s obligations with respect to any claim by a third partypayment of the Additional Cash Consideration, the indemnitor shall consider in good faith a request for subrogation on Contingent Consideration or the part of the indemniteeEarnout Consideration.

Limitations on Amount. (ai) XxNotwithstanding the provisions of Section 13.1(a)(i), the Archway Parties shall not have any liability under Section 13.1(a)(i) for Damages resulting from any individual Claim (or series of connected Claims) unless (A) the Damages resulting from such individual Claim exceed $25,000 (the “Threshold”) (each such Claim, an “Eligible Claim”), and (B) the aggregate Damages of all Eligible Claims for which the Archway Parties would, but for this provision, be liable exceed $750,000 (the “Basket”). Xxxxxx and Seller If the Basket is exceeded, the Archway Parties will have no liability be required to pay the full amount of Damages resulting from Eligible Claims (but not other Claims) without regard to the Basket (i.e., the Archway Parties will be required to pay the full amount of Damages resulting from Eligible Claims from the first dollar thereof). (ii) Notwithstanding anything to the contrary set forth in Section 13.1(b), neither the Threshold or the Basket shall apply to any Liability for indemnification any Claims or otherwiseDamages: (A) with respect to any breaches of any breach of any representation or warranty contained in ARTICLE V, Sections 6.1, 6.2, 6.3, 6.5, 6.7, 6.28, or 8.1 (collectively, the matters described in clauses “Fundamental Representations”), or (aB) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only related to the extent all such Damages Retained Tax Liabilities. (iii) The Archway Parties’ Indemnified Liabilities under Section 13.1(a)(i) shall not exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,00012,500,000; provided, however however, that this limit will such limitation shall not apply to any of the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Archway Party Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement Liabilities with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay Claim under Section 13.1(a)(i) relating to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefitbreach of any Fundamental Representation. (giv) Buyer willNotwithstanding anything to the contrary set forth herein, and will use commercially reasonable efforts to cause each in no event shall the Archway Parties’ aggregate liability under Section 13.1(a) exceed the amount of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement$125,000,000. (hv) If any indemnitor is indemnified for any Damages For the avoidance of doubt, each Archway Party’s obligations pursuant to Section 13.2, Section 13.3 or Section 13.4 shall not be subject to the limitations set forth in this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemniteeSection 13.1(b).

Limitations on Amount. (a) Xx. Xxxxxx and Seller will have no liability (for indemnification or otherwise) Notwithstanding the provisions of this Article 9, the Indemnitor shall not be required to indemnify the Indemnitee with respect to the Claims (other than Claims relating to tax matters described in clauses (a) and (b) environmental matters and all costs of Section 9.02 defense for any such Claim), until the total aggregate amount of such Claims shall exceed $50,000 (the "Indemnitor's Floor"); provided, however, if such Claims in the aggregate exceed the amount of the Indemnitor's Floor, the Indemnitor shall indemnify Indemnitee for all Damages with respect Claims in excess of the Indemnitor's Floor. The Indemnitor's Floor shall not be applicable to Claims that relate to tax matters and environmental matters and all costs of defense for any such matters exceeds $100,000 and then only Claims. To the extent that any Claim is predicated on the uncollectability of an account receivable to the extent all such Damages exceed in that it exceeds the aggregate $100,000. Notwithstanding the foregoingIndemnitor's Floor, the aggregate liability receivable in question shall be assigned to Shareholders as a condition of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or SellerBuyer's Claim. (b) Buyer shall not have any Notwithstanding the provisions of this Article 9, the Buyer's liability (for indemnification or otherwise) with respect to matters set forth in subsection 9.1(b) above for damages shall be limited to the matters described in clauses (a) and (b) amount of Section 9.04 until the total of all Damages Purchase Price. The Shareholders' aggregate liability with respect to such matters exceeds set forth in subsection 9.1(a) shall also be limited to One Million Dollars ($100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing1 million), the aggregate liability except for damages arising out of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to a breach of the representations and warranties at Sections 3.1 to 3.6 inclusive, Sections 3.12 and 3.31, and any and all fraudulent actions, in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on which case the part maximum liability of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may Shareholders shall be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay limited to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefitPurchase Price. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and Seller The Contributors will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 11.02 until the total of all Damages with respect to such matters exceeds $100,000 1,000,000, and then only to the extent all such Damages exceed in the aggregate $100,0001,000,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller the Contributors under this Article IX 11 (other than Section 9.03Sections 11.02(d), 11.02(f) and 11.03) shall not exceed $1,500,00025,000,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01Section 4.05, 3.024.06, and 3.13 4.27 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Sellerthe Contributors. (b) Buyer shall not Neither Parent nor FECI will have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 11.04 until the total of all Damages with respect to such matters exceeds $100,000 1,000,000, and then only to the extent all such Damages exceed in the aggregate $100,0001,000,000. Notwithstanding the foregoing, the aggregate liability of Buyer Parent and FECI under this Article IX 11 shall not exceed $1,500,00025,000,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 Sections 5.05, 5.08 and 5.12 or any fraudulent acts or omissions or intentional material misrepresentations on the part of BuyerParent or FECI. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved]No Parent Indemnified Person shall be entitled to indemnification for any Damages to the extent that an amount has been reserved, provided or allowed for in the Working Capital Report in respect of such Damages. (e) [Reserved]Notwithstanding anything to the contrary set forth herein, no Parent Indemnified Person shall be deemed to have suffered or incurred any Damages to the extent such Damages were included in any adjustments made pursuant to Sections 3.03(a) through (d) and the payment in respect thereof was made by the Contributors to FECI. (f) The amount of Damages for which the Buyer Parent Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Parent Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any Tax deduction, Tax credit or other Tax benefit that any Buyer Parent Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Parent Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer Parent or Xx. Xxxxxx and Sellerthe Contributors, as the case may be, will promptly refund and pay to the Buyer Parent Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer Parent and FECI will, and will use commercially reasonable efforts to cause each of the other Buyer Parent Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer Parent and FECI will, and will use commercially reasonable efforts to cause each of the other Buyer Parent Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and Seller will Neither Shareholder, the Company nor --------------------- InterCept shall have no liability (for indemnification or otherwise) to the other with respect to the matters described in clauses (a) this Section 7.11 unless and (b) of Section 9.02 until the total of all Damages damages incurred by either party with respect to such matters exceeds $100,000 700,000, provided, however, that the foregoing limitation shall not apply to (i) damages payable for Losses, if any, (x) referred to in the last sentence of Section 7.11(a), (y) arising out of a misrepresentation in Section 4.39 or (z) arising out of a breach of the covenant set forth in Sections 7.25; or (ii) any matter specifically covered in the Escrow Agreement, which shall be handled instead as provided in the Escrow Agreement. The maximum exposure and then only liability of Shareholder and the Company under the indemnity set forth in this Section 7.11 shall be restricted to the extent all such Damages exceed Escrow Shares, provided that the limitation on the amount of damages payable for the Losses, if any, referred to in the aggregate last sentence of Section 7.11(a) and for Losses arising out of a misrepresentation in Section 4.39 shall be $100,00070,000,000 and shall not be restricted to the Escrow Shares. Notwithstanding The maximum exposure and liability of InterCept to the foregoingSLM Indemnified Persons under this indemnity clause shall be restricted to $1,800,000. However, the aggregate liability provisions of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.037.11(c) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any a fraudulent acts or omissions or intentional material misrepresentations on breach by any party of any representation or warranty. The indemnification obligations of Shareholder, the part of Xx. Xxxxxx or Seller. (b) Buyer Company and Intercept shall not have any liability (for indemnification or otherwise) with respect be subject to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties survival limitations set forth in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person7.10, after having received any indemnification payment pursuant to this Agreement with respect to any Damageswhich time, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by if no Losses have been asserted against a third party, the indemnitor then that party shall consider in good faith a request for subrogation on the part of the indemniteehave no further liability hereunder.

Limitations on Amount. (ai) Xx. Xxxxxx No indemnification shall be due from Seller to any Purchaser Indemnified Party unless and Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total aggregate amount of all Damages with respect to such matters the indemnification owed by Seller but for this Section 9.4(b)(i) exceeds $100,000 and two million US Dollars (US$2,000,000) (the “Deductible”), whereupon, indemnification shall then become due from Seller only to the extent of the excess of the amount over the Deductible; provided, however, that the Deductible shall not apply to any Claims arising from a breach of any representation or warranty related to title to the Whitehall Shares or the ownership of any member of the Group or the Joint Venture. (ii) In respect of any Claim for indemnification or series of related Claims based on the same facts and circumstances, no indemnification shall be due from Seller to any Purchaser Indemnified Party unless and until the aggregate amount of Damages in respect of such related Claims exceeds two hundred fifty thousand US Dollars (US$250,000) (the “De Minimis Amount”), and any aggregate amount of Damages in respect of any related Claims that does not exceed such De Minimis Amount shall not be counted toward the calculation of the Deductible. (iii) The total liability due from Seller to all such Damages Purchaser Indemnified Parties shall not exceed in the aggregate $100,000. Notwithstanding twenty million US Dollars (US$20,000,000) (the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000“Cap”); provided, however however, that this limit will the Cap shall not apply to any Claims arising from a breach of any representation or warranty related to title to the representations and warranties in Sections 3.01, 3.02, and 3.13 Whitehall Shares or the ownership of any fraudulent acts member of the Group or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or SellerJoint Venture. (biv) Buyer The total liability due from Purchaser to all Seller Indemnified Parties shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyertwenty million US Dollars (US$20,000,000). (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx and Seller Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (aclaims under Section 11.2(a) and or (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability 20% of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000Purchase Price; provided, however however, that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer no event shall not have any Sellers’ aggregate liability (for indemnification or otherwise) with respect to the matters described in clauses (aclaims under Section 11.2(a) and (b) exceed fifty percent (50%) of the Purchase Price and then only for the amount by which such Damages exceed 20% of Purchase Price. However, this Section 9.04 11.4(a) will not apply to claims under Section 11.2(c) through (f), in which case Seller will be liable for all Damages with respect to such Breaches. (b) Sellers shall have no liability (for indemnification or otherwise) with respect to individual claims under Section 11.2(a) or (b) with a value of less than $20,000 and such amounts shall not be counted when determining if the dollar threshold in Section 11.4(a) has been met. (c) Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 11.3(a) or (b) until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability 20% of Buyer under Article IX shall not exceed $1,500,000, Purchase Price; provided, however however, that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of no event shall Buyer. (c) No indemnitor will have any ’s liability (for indemnification or otherwise) with respect to claims under Section 11.3(a) and (b) exceed fifty percent (50%) of the Purchase Price and then only for any the amount by which such Damages exceed 20% of Purchase Price. However, this Section 11.4(c) will not apply to claims under Section 11.3(c) through (i) e), in which case Buyer will be liable for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage all Damages with respect to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantifiedsuch Breaches. (d) [Reserved] Buyer shall have no liability (efor indemnification or otherwise) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to individual claims under Section 11.3(a) or (b) with a value of less than $20,000 and such Damages and amounts shall not be counted when determining if the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefitdollar threshold in Section 11.4(c) has been met. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. (a) Xx. Xxxxxx The Stockholders Group shall not have any obligation to indemnify VC or the Surviving Corporation from and Seller will against any Claims resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty until VC and Merger Sub have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) suffered such Claims by reason of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed breaches in the aggregate equal to or exceeding One Million Dollars ($100,0001,000,000) (after which point the Stockholders Group will be obligated to indemnify VC and the Surviving Corporation from and against all such further Claims). Notwithstanding the foregoingforegoing sentence, the aggregate liability Stockholders Group shall be obligated to indemnify VC and the Surviving Corporation for any individual breach of Xx. Xxxxxx and Seller under this Article IX any representation or warranty equal to or exceeding One Hundred Thousand Dollars (other than Section 9.03$100,000) shall not exceed $1,500,000; provided, however that this limit will not apply without regard to the representations $1,000,000 deductible. Any amounts payable under Section 8.1(g) will be excluded from the foregoing deductible or the $100,000 threshold and warranties in Sections 3.01, 3.02, and 3.13 VC or the Surviving Corporation may seek reimbursement for any fraudulent acts or omissions or intentional material misrepresentations on the part claims arising out of Xx. Xxxxxx or SellerSection 8.1(g) immediately. (b) Buyer shall not have any liability (for indemnification or otherwise) with With respect to the matters described in clauses (a) and (b) Claims based on breaches of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties set forth in Section 4.02 3.14, 3.7, 3.12 and 3.2, the Stockholders Groups' liability to VC or to the Surviving Corporation shall not exceed, in the aggregate, One Hundred Million Dollars ($100,000,000), which will be reduced by an amount equal to $100,000,000 minus all Claims paid. With respect to all other Claims relating to any fraudulent acts other representations or omissions or intentional material misrepresentations on warrantees, the part liability of Buyerthe Stockholders Group will be limited to the then outstanding principal amount of the Promissory Note. (c) No indemnitor The limitations set forth in Section 8.3(a) and Section 8.3(b) will have not apply to any liability (for indemnification willful breach by OP, any Subsidiary or otherwise) any of the Stockholders Group of any covenant, representation or warranty contained in this Agreement, for any Damages (i) for punitive, exemplary damages based on claims of fraud or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at claims based on the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may beuntruthfulness, an amount equal to such insurance proceeds, payment inaccuracy or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each the incompleteness of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, representations and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds warranties set forth in Section 3.2 or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification for Claims under this AgreementSection 8.1(d). (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

Limitations on Amount. Sellers. (a) Xx. Xxxxxx and No Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (aSection 11.2(b)(i) and (b) of or, to the extent relating to any failure to perform or comply prior to the Closing Date, Section 9.04 11.2(b)(ii), until the total of all Damages with respect to such matters exceeds $100,000 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 to for the extent all amount by which such Damages exceed the Deductible; provided, however, that in no event shall the aggregate $100,000. Notwithstanding amount payable by the foregoing, the aggregate liability of Buyer Sellers under Article IX shall not Section 11.2(b)(i) and (b)(ii) exceed $1,500,000, provided, however that this limit will not apply to 8,500,000 (the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer“Cap”). (cb) No indemnitor will have any liability (for indemnification or otherwise) for any Damages Notwithstanding anything to the contrary contained herein, (i) for punitive, exemplary or special damages all obligations of any nature, Sellers to make indemnification payments under this Article XI shall be satisfied by the transfer from Sellers to Concierge of Concierge Shares having an aggregate value (based on the Concierge Per-Share Price) equal to the amount of indemnification owed; (ii) in no event shall any Seller be liable for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or indemnification under Section 11.2(a) in excess of the value of the Concierge Shares actually received by such Seller (based on the Concierge Per Share Price); and (iii) that, at the time written notice thereof is delivered to in no event shall any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages Seller be liable for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by Section 11.2(b) for an amount in excess of such Seller’s Indemnification Percentage of the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages indemnification fully and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected finally determined to be actually realizeddue and payable to a Concierge Indemnified Party thereunder (but subject at all times to the limitations set forth in this Article XI). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.11.6