Common use of Limitations on Amount Clause in Contracts

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts).

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Section 11.2 (Indemnification by The Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party Shareholder shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to any Loss based upon Section 11.2 hereof until the aggregate of all defense costs, expenses and Losses with respect to the matters described in clause covered by Section 11.2 hereof exceeds Fifty Thousand Dollars (a$50,000.00) (the "Liability Threshold"), and then after the Liability Threshold has been exceeded the Seller and Shareholder shall be responsible for all Losses based thereon from the first dollar of Loss, without regard to the Liability Threshold. In addition, as to the provisions of Section 11.2 (Indemnification by 11.2(g), there shall be no Liability Threshold and Seller Parties) (other than a Fundamental Representation) once and Shareholder shall be liable for and from the aggregate first dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Loss. Anything to the contrary notwithstanding, the Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will Shareholder shall have no liability for indemnification to the extent that the aggregate amount of all Losses with respect to the such matters described in clause exceeds one-third (a1/3) of the Purchase Price (the "Indemnification Limit"). (b) Notwithstanding anything to the contrary set forth in Section 11.3 (Indemnification by Buyer11.6(a) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Caphereof, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this said Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party 11.6(a) shall not be entitled apply to recover amounts above any claim by the Cap; providedPurchaser or other Purchaser Indemnified Person with respect to a claim for indemnification based upon actual fraud with respect to a breach of a representation or warranty or any of the covenants, that if agreements or obligations of the Contingent Payment is paid to Seller Parties set forth herein. (c) The Purchaser shall have no liability for indemnification pursuant to Section 4.1 (Contingent Payment)11.3 hereof for any Losses until the Liability Threshold has been exceeded, (A) Seller Parties and after the Liability Threshold has been exceeded the Purchaser shall promptly pay be responsible for all Losses from the first dollar of Loss without regard to the Buyer Indemnified Parties Liability Threshold; provided that the lesser of (xPurchaser shall have no liability for indemnification under Sections 11.3(a) and 11.3(b) hereof to the extent the aggregate amount of all Buyer Contingent Damages Amounts then outstanding Losses indemnifiable under those sections exceeds the Indemnification Limit (with each Buyer Indemnified Party being entitled for purposes of clarity, the Indemnification Limit shall not apply to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Purchaser's obligations under Section 11.6(c) (Determination of Amount)11.3(c) and (y) 11.3(d)hereof). Notwithstanding the Additional Cap Amount (above, with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears respect to the aggregate amount provisions of all Buyer Contingent Damages AmountsSection 11.3(d), if there shall be no Liability Threshold and the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) Purchaser shall be liable for and (B) Buyer shall promptly pay to from the Seller Indemnified Parties the lesser first dollar of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Loss.

Limitations on Amount. Neither Party will 9.5.1 Seller’s indemnification obligation under Section 9.2 and Buyer’s indemnification obligations under Section 9.4 shall be subject to the limitation that there shall be no obligation to indemnify under Sections 9.2.1 and 9.4.1, as the case may be, unless the aggregate of all Damages for which an Indemnified Person is entitled to indemnification thereunder exceeds US$100,000 (the “Threshold”), provided, that [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. .1 if an Indemnified Person’s Damages exceeds the Threshold, the Indemnifying Person shall be obligated to indemnify for the full amount of Damages; and .2 the foregoing limitation shall not apply to amounts for which an Indemnified Person is otherwise entitled to indemnification pursuant to Sections 9.2.1 or 9.4.1, as the case may be, arising out of or relating to a breach of a representation and warranty set forth in the Excluded Provisions. 9.5.2 Seller shall not have liability any Liability with respect to the matters described in clause (a) of claims under Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable 9.2.1 for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) such matters in excess of the Deductible Amount. Notwithstanding amounts actually paid by Buyer to Seller in respect of the foregoingPurchase Price as of the date any such claim is made, (a) each Indemnified Party shall be entitled to recover forprovided, and that the Per Claim Threshold and the Deductible Amount foregoing limitation shall not apply to, to amounts for which a Buyer Indemnified Person is otherwise entitled to indemnification pursuant to Section 9.2.1 arising out of or relating to a breach of a representation and warranty set forth in the Excluded Provisions. 9.5.3 Buyer shall not have any and all claims or payments made Liability with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability claims under Section 9.4.1 for indemnification Damages with respect to the such matters described in clause (a) excess of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of the Purchase Price remaining unpaid as of the date any such claim is made, provided, that the foregoing limitation shall not apply to amounts for which a Seller Indemnified Person is otherwise entitled to indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination 9.4.1 arising out of Damages) with respect or relating to any claim for indemnification hereunder to which the Cap applies would, but for the limitations a breach of a representation and warranty set forth in this Section 11.4the Excluded Provisions. 9.5.4 The Parties acknowledge and agree that in applying the limitations on Liability set out in Sections 9.5.2 and 9.5.3, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party limitations shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears apply to the aggregate amount of each Party’s Liability in respect to all Buyer Contingent claims for Damages Amountsmade on or before a particular date, if the Additional Cap Amount is insufficient and not to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)claim individually.

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Ashland shall not have any liability under Section 11.2 9.1(a) for any individual Loss (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages connected Losses) hereunder unless such individual Loss (or series of connected Losses) exceeds [***] U.S.$175,000 and unless the aggregate of all such Losses for which Ashland would, but for this provision, be liable exceeds on a cumulative basis, U.S.$18,600,000 (the “Per Claim ThresholdBasket”) and (iiand, if such amount is exceeded, Ashland shall be required to pay only the amount of such Losses which exceeds the amount of the Basket; provided, however, that Ashland shall not have any liability for any such Losses pursuant to Section 9.1(a) in the case of Seller Partiesexcess of, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunderon a cumulative basis, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee U.S. $93,000,000 (the “Deductible AmountCeiling”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, . (b) Seller Parties will have no liability for indemnification with respect Notwithstanding anything to the matters described contrary set forth in clause Section 9.6(a), neither the Basket nor the Ceiling shall apply to any Liability for any Losses: (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damagesi) with respect to breaches of the Fundamental Representations or (ii) relating to Taxes. (c) Ashland shall not have any claim liability under Section 9.1(c) (i) for indemnification any Retained Remediation Liabilities (other than such liabilities relating to Off-Site Locations, which shall not be subject to the limitations of this Section 9.6(c)(i)) in excess of, on a cumulative basis, U.S. $75,000,000, or (ii) for any Other Retained Remediation Liabilities for any individual Loss (or series of connected Losses) hereunder to unless such individual Loss (or series of connected Losses) exceeds U.S. $175,000 and, unless the aggregate of all such Losses for which the Cap applies Ashland would, but for this provision, be liable exceeds on a cumulative basis, U.S. $5,000,000 and if such amount is exceeded, Ashland shall be required to pay only the limitations amount of such Losses which exceeds U.S. $5,000,000. (d) Notwithstanding anything to the contrary set forth herein, in no event shall Ashland’s aggregate liability under (i) Section 9.1(a), excluding any Liability for any Losses (A) with respect to breaches of the Fundamental Representations or (B) relating to Taxes, (ii) Section 9.1(c) for any Retained Litigation Liabilities and (iii) Section 9.1(c) for any Retained Remediation Liabilities exceed, on a cumulative basis, U.S. $139,500,000 (the “Aggregate Cap”). The parties hereby acknowledge that the Aggregate Cap shall be a single amount applicable to all claims subject to this Section 11.49.6(d) and that any indemnification payments made pursuant to clauses (i), cause (ii) or (iii) of this Section 9.6(d) shall reduce the remaining amounts for all such matters under the Aggregate Cap. (e) Notwithstanding anything to the contrary set forth herein, in no event shall Ashland’s aggregate liability under Section 9.1, excluding any Liability for any Losses relating to Taxes or the Retained Indebtedness, exceed the Purchase Price (as then in effect, to it may be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties adjusted pursuant to Section 4.1 2.8) (Contingent Paymentthe “Purchase Price Cap”), (A. The parties hereby acknowledge that the Purchase Price Cap shall be a single amount applicable to all claims subject to this Section 9.6(e) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined and that any indemnification payments made pursuant to Section 11.6(c9.1 (excluding any Liability for any Losses relating to Taxes) (Determination of Amount)) and (y) shall reduce the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of remaining amounts for all such matters under the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Purchase Price Cap.

Limitations on Amount. Neither Party (a) Seller will have no liability under this ARTICLE 6 with respect to the matters described in clause (a) of Section 11.2 6.2 (Indemnification by each such claim a “Seller Parties) or clause (a) of Section 11.3 (Indemnification by BuyerIndemnifiable Claim”) unless and until, (i) until the individual claim or series aggregate amount of related claims giving rise to any Damages exceeds all Seller Indemnifiable Claims exceeds[***] percent (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] ]%) of the Upfront Fee Payment (the “Seller Deductible Amount”), in which case the Indemnifying Party Seller shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) Seller Indemnifiable Claims in excess of the Seller Deductible Amount. Notwithstanding the foregoing; provided, (a) each Indemnified Party shall be entitled to recover forhowever, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) that Seller Parties will have no liability under this ARTICLE 6 for indemnification any individual or series of related Seller Indemnifiable Claims that do not exceed [***], and any such claims shall not be counted towards the Seller Deductible Amount. In addition, Seller will have no liability under this ARTICLE 6 with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) 6.2 once the aggregate dollar amount of all Damages indemnified under Section 6.2 equals [***] percent ([***]%) of the Upfront Payment and shall have no liability under this ARTICLE 6 with respect to the matters described in clause (ab) of Section 11.2 6.2 once the aggregate dollar amount of all Damages indemnified under Section 6.2 equals [***] percent (Indemnification by Seller Parties[***]%) exceeds of the Cap, as then in effect, and Upfront Payment. (cb) Buyer will have no liability for indemnification under this ARTICLE 6 with respect to the matters described in clause (a) of Section 11.3 6.3 (Indemnification by Buyereach such claim a “Buyer Indemnifiable Claim”) unless and until the aggregate amount of all Buyer Indemnifiable Claims exceeds [***] percent (other than a Fundamental Representation[***]%) of the Upfront Payment (the “Buyer Deductible Amount”), in which case Buyer shall be liable for the aggregate amount of all Buyer Indemnifiable Claims in excess of the Buyer Deductible Amount; provided, however, that Buyer will have no liability under this ARTICLE 6 for any individual or series of related Buyer Indemnifiable Claims that do not exceed [***], and any such claims shall not be counted towards the Buyer Deductible Amount. Buyer will have no liability under this ARTICLE 6 with respect to the matters described in clause (a) of Section 6.3 once the aggregate dollar amount of all Damages indemnified under Section 6.3 equals [***] percent ([***]%) of the Upfront Payment and shall have no liability under this ARTICLE 6 with respect to the matters described in clause (ab) of Section 11.3 (Indemnification * Confidential Information indicated by Buyer) exceeds [***] has been omitted from this filing and filed separately with the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Securities Exchange Commission.

Limitations on Amount. Neither Party will (a) In no event shall either party have the right to loss of profits or consequential, incidental, special or punitive damages of any kind whatsoever. 12 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. 13 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. 14 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. 15 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. (b) Sellers shall have no liability with respect to claims for indemnification by the Purchaser Indemnified Persons, and Purchaser shall have no liability with respect to claims for indemnification by the Seller Indemnified Persons, until (and only to the extent that) the total of all Damages with respect to claims for indemnification under this Agreement and/or under the Strawberry Shortcake Transaction Agreement, in the aggregate, exceed an amount equal to [**]16 (the “Basket”), which amount shall be treated as a deductible for purposes of this Article VIII. (c) In no event shall the Purchaser Indemnified Persons or Seller Indemnified Persons, as the case may be, be entitled to recover Damages from the other in excess of an amount equal to twenty-five million ($25,000,000) in the aggregate with respect to claims for indemnification under this Agreement and/or under the Strawberry Shortcake Transaction Agreement (the “ Cap ”), provided that the Cap shall be reduced from time to time to reflect payments for indemnification for which the Cap applies. (d) The Purchaser Indemnified Persons’ right to indemnification shall be reduced to the extent that the subject matter of any claim is covered by and payable pursuant to any insurance policy, warranty or indemnification from a Third Party. (e) No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing or (ii) any Damages with respect to any matter if and to the extent such matter was included in the calculation of the Working Capital Adjustment pursuant to Section 3.2. (f) Subject to Section 10.10, and except with respect to any claim for fraud, the remedies provided in this Article VIII shall be exclusive and shall preclude other remedies that may be available to Sellers, Purchaser, the Seller Indemnified Persons or the Purchaser Indemnified Persons. (g) Notwithstanding anything in this Section 8.5 to the contrary, neither the Basket nor the Cap shall apply to Damages arising out of or related to (i) breaches by any Seller of any Fundamental Rep, (ii) matters covered by Section 8.1(b), Section 8.2 or Section 8.3(b) or (iii) actual fraud; provided, however, that in no event shall the Purchaser Indemnified Persons be entitled to recover Damages from Sellers with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, the immediately preceding clauses (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Partiesan aggregate amount, the aggregate amount of together with all other claims of Buyer Indemnified Parties for Damages paid or payable under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunderthis Article VIII, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Purchase Price.

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of UBOC shall have no obligation to indemnify Purchaser or any other Indemnified Party under Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer10.1(a) unless and until, (i) the individual amount of Purchaser's or such other Indemnified Party's claim exceeds $25,000 with respect to any single Loss or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and Losses, (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of such indemnifiable claims previously paid by Purchaser and the other Indemnified Parties shall exceed $2,500,000, and thereafter UBOC shall be responsible only for the excess of such aggregate amount over $2,500,000; PROVIDED, HOWEVER, that in no event shall the aggregate of all Buyer Contingent Damages Amounts then outstanding indemnifiable claims paid by UBOC to Purchaser and the other Indemnified Parties under Section 10.1(a) exceed $75,000,000. (with each Buyer b) Purchaser shall have no obligation to indemnify Sellers or any other Indemnified Party being entitled under Section 10.2(a) unless (i) the amount of Sellers' or such other Indemnified Party's claim exceeds $25,000 with respect to receive any single Loss or series of Related Losses, (ii) the respective Buyer Contingent Damages Amount owed aggregate amount of such indemnifiable claims previously paid by Sellers and the other Indemnified Parties shall exceed $2,500,000, and thereafter Purchaser shall be responsible only for the excess of such aggregate amount over $2,500,000; PROVIDED, HOWEVER, that in no event shall the aggregate of all indemnifiable claims paid by Purchaser to it as determined Sellers and the other Indemnified Parties under Section 10.2(a) exceed $75,000,000. (c) Notwithstanding anything to the contrary in this Agreement, (x) none of the limitations described in this Section 10.4.4 shall apply with respect to any indemnity payments pursuant to breaches of the representations and warranties in Section 11.6(c) (Determination 3.12 or pursuant to the provisions of Amount)) Article VIII and (y) the Additional Cap Amount $25,000 limi- tations described in clauses (with i) of each Buyer Indemnified Party being entitled of Sections 10.4.4(a) and 10.4.4(b) shall not apply to receive its pro rata portion any indemnity payments pursuant to any breaches of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amountsrepresentations and warranties in Sections 3.5.4., if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)3.6.7 or 4.9.

Limitations on Amount. Neither Party will have liability with (A) The Purchaser shall not in any event be entitled to damages in respect to of any claim or claims under any of the matters described Warranties (other than Warranties 3.17 and 9.2) or the Tax Covenant or the Environmental Undertaking, except as follows:- (i) in respect of any individual claim, whether under the Warranties (other than Warranties 3.17 and 9.2), the Tax Covenant (not being a claim arising under clause 2A(iv), (av) or (vi) of Section 11.2 (Indemnification by Seller Partiesthe Tax Covenant or in respect of the Pre-Sale Dividend) or clause the Environmental Undertaking, unless the amount for which GEC is finally liable exceeds L50,000; and (aii) in respect of Section 11.3 (Indemnification by Buyer) all such claims, unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, claims under the Warranties other than Warranties 3.17 and 9.2 the aggregate amount of all such claims of Buyer Indemnified Parties (but ignoring claims made under clause (athe Tax Covenant and the Environmental Undertaking) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, for which GEC is finally liable exceeds [***] of the Upfront Fee (the “Deductible Amount”)L2,000,000, in which case event the Indemnifying Party Purchaser shall be liable for the aggregate full amount of the claims (excepting always those individual claims excluded under sub-paragraph (i) above); and GEC shall be finally liable only if the amount of each such claim and the aggregate of all Damages with respect to such claims which are admitted or proved in a court of competent jurisdiction exceed the relevant figure specified in sub-paragraph (i) or (ii) (as the case may be) above. (B) The total aggregate liability of GEC for breach of the Indemnified Parties indemnifiable hereunder Warranties (taking into account other than Warranties 3.17 and 9.2) and under the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, Tax Covenant and the Per Claim Threshold and the Deductible Amount Environmental Undertaking shall not apply toin any event exceed L40,000,000 (and GEC's liability under the Environmental Undertaking shall not in any event exceed L10,000,000 within that cap), any and all claims or payments made with save that the aggregate liability of GEC in respect to of any breach or inaccuracy breaches of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect any Warranties relating to GEC's title to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party Shares shall be entitled under this ARTICLE 11 unlimited. (Indemnification; RemediesC) as determined pursuant to Section 11.6 (Determination For the purpose of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Paymentsub-paragraph 3.1(A)(i), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion claims arising out of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amountssame causal event, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) matter or practice shall be aggregated and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it treated as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)a single claim.

Limitations on Amount. Neither Party BUYER Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a), (b) (to the extent relating to Breach prior to the Closing Date), (d) or (e) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) 10.4 until the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount total of all Damages with respect to claims such matters exceeds Fifty Thousand Dollars ($50,000), and then only for the amount by which such Damages exceed Fifty Thousand Dollars ($50,000). RIGHT OF SET-OFF Buyer may set off any amount to which it may be entitled under this Section 10 against amounts of principal otherwise payable under the Promissory Note or against amounts due Seller upon redemption or liquidation of the Indemnified Parties indemnifiable hereunder Preferred Shares (taking into account other than for accrued dividends), provided it has given notice to Seller of its claim for indemnification as provided for herein and its intent to set-off amounts payable under the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, Promissory Note and/or Preferred Shares and either (a) each Indemnified Party shall be entitled to recover for, Seller has acknowledged Buyer's right of set-off and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims amount thereof or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Buyer's right to indemnification through such set-off and the amount thereof has been otherwise determined in accordance with the terms of this Agreement; otherwise, Buyer shall, at such time as the payment is due Seller Parties under the Promissory Note and/or Preferred Shares, (x) execute and deliver to Seller the Claims Escrow Agreement set forth as Exhibit 10.8 after being advised by Seller of the name and address (in Florida) of a national bank or trust company having a place of business in Florida, and (y) pay the set-off amount into the escrow established by the Claims Escrow Agreement to be held and distributed in accordance therewith. The exercise of such right of set-off by Buyer in good faith, whether or not ultimately determined to be justified, will have no liability not constitute an event of default under the Promissory Note or failure to comply with the terms of the Preferred Shares. Subject to the last sentence of Section 10.6 and to Section 10.11, Buyer acknowledges that its exclusive recourse against Seller (for indemnification or otherwise) with respect to the matters described in clause clauses (a), (b) (to the extent relating to any Breach prior to the Closing Date) or (c) of Section 11.2 (Indemnification 10.2 after payment by Seller Partiesof One Million Three Hundred Thousand Dollars ($1,300,000) with respect thereto shall be such right of set-off, and that if Buyer is unable to pay the amounts due under the Promissory Note and Preferred Shares neither Buyer nor its successors or assigns shall have any recourse against Seller for claims in excess of such cash payments by Seller. Notwithstanding the preceding sentence, if a claim for which Buyer is entitled to indemnification shall arise after payments of principal have been made under the Promissory Note or payments have been made upon redemption or liquidation of the Preferred Shares and any such payments remaining thereunder shall be insufficient to satisfy such claim, Buyer's recourse against Seller shall, to the extent of all such prior payments, be reinstated. PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Promptly after receipt by an indemnified party under Section 10.2, 10.4, or (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of any Threatened or actual Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. Except as provided in Sections 10.3, 10.10 and 11.16(g), if any Proceeding referred to in Section 10.9(a) is Threatened or brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Fundamental RepresentationProceeding, (i) once it will be conclusively established for purposes of this Agreement that the aggregate dollar amount claims made in that Proceeding are within the scope of all Damages and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified under clause party's consent unless (aA) there is no finding or admission of Section 11.2 (Indemnification by Seller Parties) exceeds any violation of Legal Requirements or any violation of the Cap, as then in effectrights of any Person and no effect on any other claims that may be made against the indemnified party, and (cB) Buyer the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of any Threatened or actual Proceeding and the indemnifying party does not, within twenty days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on Seller with respect to such a claim anywhere in the world. PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS A claim for indemnification with for any matter not involving a third- party claim may be asserted by notice to the party from whom indemnification is sought. Any such notice shall be given within a reasonable time after the party has knowledge of the facts which give or may give rise to such claim; provided, however, that failure to notify the indemnifying party will not relieve the indemnified parties of any liability it may have a to the indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. With respect to the matters described in clause Section 10.2(d), Seller shall have exclusive control of the defense and settlement thereof, and Buyer shall, and shall cause each of the Acquired Companies to, cooperate with Seller in any manner reasonably necessary for Seller to resolve such matters, including but not limited to, and at no charge to Seller, (ai) making available then current employees with knowledge of such matters to serve as witnesses and/or to discuss the matters with Seller's designated counsel and other representatives, (ii) maintaining records of the last known addresses of former employees who have knowledge of such matters, (iii) making available any and all applicable documents relating to any such matters and (iv) preserving any and all applicable documents unless and until Seller notifies Buyer that such matters have been resolved by settlement or otherwise. EXCLUSIVE REMEDY The indemnification provisions of this Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once 10 set forth the aggregate dollar amount sole and exclusive remedy of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) Buyer against Seller with respect to any claim for indemnification hereunder Damages based upon, arising out of, or otherwise in respect of this Agreement and the Contemplated Transactions, except claims for fraud or willful misrepresentation. DISPUTE RESOLUTION The parties shall attempt to which resolve any dispute between them arising out of or relating to this Section 10 in accordance with the Cap applies would, but for the limitations set forth procedures specified in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)10.

Limitations on Amount. Neither Party (a) Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) of claims under Section 11.2 (Indemnification by Seller Parties11.2(a) or clause (ab) of Section 11.3 (Indemnification by Buyer) unless and until, (i) until the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount total of all Damages with respect to claims such matters exceeds 20% of the Indemnified Parties indemnifiable hereunder Purchase Price; provided, however, that in no event shall Sellers’ aggregate liability (taking into account the Per Claim Thresholdfor indemnification or otherwise) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, claims 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 11.4(a) will not apply to claims under Section 11.2(c) through (f), in which case Seller Parties will be liable for all Damages with respect to such Breaches. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (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 matters described dollar threshold in clause (aSection 11.4(a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and has been met. (c) Buyer will have no liability (for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damagesor otherwise) with respect to any claim for indemnification hereunder claims under Section 11.3(a) or (b) until the total of all Damages with respect to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Capmatters exceeds 20% of Purchase Price; provided, however, that if the Contingent Payment is paid in no event shall Buyer’s liability (for indemnification or otherwise) with respect to Seller Parties pursuant to claims under Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)11.3(a) and (b) the Additional Cap Amount exceed fifty percent (with each Seller Indemnified Party being entitled to receive its pro rata portion 50%) of the Additional Cap Amount based on Purchase Price and then only for the relationship that the Seller Contingent amount by which such Damages Amount owed exceed 20% of Purchase Price. However, this Section 11.4(c) will not apply to claims under Section 11.3(c) through (e), in which case Buyer will be liable for all Damages with respect to such Seller Indemnified Party bears Breaches. (d) Buyer shall have no liability (for indemnification or otherwise) with respect to the aggregate amount individual claims under Section 11.3(a) or (b) with a value of all Seller Contingent Damages Amounts, less than $20,000 and such amounts shall not be counted when determining if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)dollar threshold in Section 11.4(c) has been met.

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount Shareholders shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification under this Article VI with respect to the matters described any Indemnified Loss on account of a breach of a representation or warranty set forth in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once 3.1 until the aggregate dollar amount of all Damages indemnified under clause such Indemnified Losses exceeds $25,000 (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect"LIABILITY THRESHOLD"), and (c) Buyer will then after the Liability Threshold has been exceeded, Seller and all of the Shareholders, jointly and severally, shall be responsible for all such Indemnified Losses from the first dollar of Indemnified Loss, without regard to the Liability Threshold. Anything to the contrary notwithstanding, Seller and each of the Shareholders shall have no liability for indemnification with respect under this Article VI on account of a breach of a representation or warranty set forth in Section 3.1 other than to the matters described extent that Buyer or Parent may exercise their respective rights of offset under Section 6.6 hereof (the "INDEMNIFICATION LIMIT"). (b) Notwithstanding anything to the contrary set forth in clause (aSection 6.4(a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Caphereof, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this said Section 11.4, cause 6.4(a) shall not apply to any claim by Buyer or other Buyer Indemnitee with respect to a claim for indemnification with respect to (i) the Cap, as then representations or warranties set forth in effect, to be Section 3.1(d) (Taxes) or; (ii) any claim for indemnification based upon fraud. (c) Buyer shall have no liability for indemnification for any Indemnified Losses on account of any breach of any representation or warranty set forth in Section 3.2 until the Liability Threshold has been exceeded, then and after the Liability Threshold has been exceeded Buyer shall be responsible for all such Indemnified Party shall not be entitled to recover amounts above Losses from the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay first dollar of Indemnified Loss without regard to the Liability Threshold; provided that Buyer Indemnified Parties shall have no liability for indemnification hereunder to the lesser of (x) extent the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer such Indemnified Party being entitled to receive Losses exceeds the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion value of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Indemnification Limit.

Limitations on Amount. Neither Party will Seller, QED nor any QED Shareholder shall have liability (for indemnification or otherwise) with respect to claims under Section 9.01(a) until the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount total of all Damages with respect to claims such matters, together with Damages under Section 11 of the Indemnified Parties indemnifiable hereunder Asset Purchase Agreement, exceeds Two Hundred Thousand Dollars (taking into account $200,000.00) in the Per Claim Threshold) aggregate, and then for all amounts of such Damages in excess of One Hundred Thousand Dollars ($100,000.00) in the Deductible aggregate; provided, however, that the total aggregate amount of Damages recoverable by Purchaser and the other Purchaser Indemnified Persons pursuant to the provisions of this Article IX, together with Damages under Article 11 of the Asset Purchase Agreement, shall be limited to the Escrow Amount. Notwithstanding , other than for Damages arising in respect of the foregoingEscrow Exclusions, which Escrow Exclusions expressly include Damages in respect of Sections 8.01(g)(i), (aii) each Indemnified Party and (iii), 8.01(i) and 8.01(k) (such Sections 8.01(g)(i), (ii) and (iii), 8.01(i) and 8.01(k), herein the “BSI Escrow Exclusions”) of this Agreement (and none of Seller, QED or any QED Shareholder shall be entitled have personal liability for any claim for Damages under this Article IX except for BSI Escrow Exclusions, in the case of BSI, and for Escrow Exclusions, in the case of QED and the QED Shareholders and then only to recover forthe extent, and in the amount by which, Damages for Escrow Exclusions exceed the Escrow Amount, and in all events subject to the BSI Indemnity Cap, in the case of BSI, and the Per Claim Threshold Indemnity Cap, in the case of QED and the Deductible Amount QED Shareholders). Damages for the Escrow Exclusions, together with Damages under any other provision of Article 11 of the Asset Purchase Agreement and any other provision of this Agreement, shall not apply tobe limited to an indemnity cap of Eight Million Five Hundred Thousand Dollars ($8,500,000.00) (the “Indemnity Cap”) in the aggregate. Subject to the foregoing limitations, any including the Indemnity Cap, BSI will be liable for all Damages under this Article IX up to the BSI Indemnity Cap and QED and the QED Shareholders will be jointly and severally liable for all claims or payments made with respect to any breach or inaccuracy of a Fundamental RepresentationExcess Damages. Likewise, (b) Seller Parties Purchaser will have no liability (for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damagesor otherwise) with respect to any claim for indemnification hereunder claims under Section 9.02 until the total of all Damages with respect to which such matters, together with Damages under Section 11.4(a) of the Cap applies wouldAsset Purchase Agreement, but exceeds Fifty Thousand Dollars ($50,000) and then for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then entire amount of such Indemnified Party shall not be entitled to recover amounts above the CapDamages; provided, however, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the total aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer recoverable by Seller and the other Seller Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined Persons pursuant to the provisions of Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (9.02, together with each Buyer Indemnified Party being entitled to receive its pro rata portion all Damages recoverable by QED under Section 11.4 of the Additional Cap Amount based on Asset Purchase Agreement, shall be limited to Damages not exceeding an indemnity cap of Eight Million Five Hundred Thousand Dollars ($8,500,000.00) in the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)aggregate.

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Parent shall not have any liability under Section 11.2 (Indemnification by Seller Parties10.1(a) or clause Section 10.1(b) for any individual Loss (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages connected Losses) hereunder unless such individual Loss (or series of connected Losses) exceeds [***] U.S. $50,000 (the “Per Claim ThresholdBasket”) and (ii) in the case of Seller Parties, unless the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunderLosses for which Parent would, andbut for this provision, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunderbe liable exceeds on a cumulative basis, exceeds [***] of the Upfront Fee U.S. $10,000,000 (the “Deductible AmountAggregate Basket”)) and, in which case the Indemnifying Party if such aggregate amount is exceeded, Parent shall be liable for required to pay only the aggregate amount of all Damages with respect to claims such Losses which exceeds the amount of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoingAggregate Basket; provided, (a) each Indemnified Party shall be entitled to recover forhowever, and the Per Claim Threshold and the Deductible Amount that Parent shall not apply to, have any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect any such Losses pursuant to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties10.1(a) (other than in respect of a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) breach of Section 11.2 4.22) in excess of, on a cumulative basis, U.S. $60,000,000 (Indemnification by Seller Partiesthe “Ceiling”) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined or pursuant to Section 11.6 10.1(a) in respect of a breach of Section 4.22 or Section 10.1(b) in excess of, on a cumulative basis, the Purchase Price Cap. (Determination of Damagesb) Notwithstanding anything to the contrary set forth in Section 10.6(a), neither the Per Claim Basket, nor the Aggregate Basket nor the Ceiling shall apply to any Liability for any Losses (i) with respect to any claim for indemnification hereunder breaches of the Fundamental Representations or (ii) relating to which Taxes. (c) Notwithstanding anything to the Cap applies would, but for the limitations contrary set forth herein, in this no event shall Parent’s aggregate liability under Section 11.410.1(a), cause Section 10.1(b) and Section 7.3(g) exceed the Cap, Purchase Price (as then in effect, to it may be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties adjusted pursuant to Section 4.1 2.8) (Contingent Paymentthe “Purchase Price Cap”). The parties hereby acknowledge that the Purchase Price Cap shall be a single amount applicable to all such claims against Parent and/or its Affiliates (including, (A) Seller Parties shall promptly pay to for the Buyer Indemnified Parties the lesser avoidance of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined doubt, any claims made pursuant to Section 11.6(c) (Determination of Amount7.3(g)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined any indemnification payments made pursuant to Section 11.6(c10.1(a), Section 10.1(b) and Section 7.3(g) shall reduce the remaining amounts for all such claims under the Purchase Price Cap. (Determination d) Notwithstanding anything to the contrary set forth herein, in no event shall Buyer’s aggregate liability under Section 10.2(a), Section 10.2(b) and Section 7.3(g) exceed the Purchase Price Cap. The parties hereby acknowledge that the Purchase Price Cap shall be a single amount applicable to all such claims against Buyer and/or its Affiliates (including, for the avoidance of Amountdoubt, any claims made pursuant to Section 7.3(g)) and (bthat any indemnification payments made pursuant to Section 10.2(a), Section 10.2(b) and Section 7.3(g) shall reduce the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of remaining amounts for all such claims under the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Purchase Price Cap.

Limitations on Amount. Neither Party will Notwithstanding anything to the contrary in this Article VII: (a) in no event shall Seller have any liability (for indemnification or otherwise) with respect to the matters described in clause Section 7.2(a) (a) excluding breaches of Section 11.2 3.2(a), Section 3.4 or Section 3.11, to which the limitations set forth in this Section 7.8(a) shall not apply): (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyeri) unless and untiluntil the total of all Buyer Losses with respect to such matters, when aggregated with all other “Buyer Losses” under Section 6.2(a) of the Real Estate Securities Purchase Agreement and the comparable provision of the REO and Loan Purchase Agreement (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (collectively, the “Per Claim ThresholdAggregate Buyer Losses”) ), exceeds $500,000, and then only for the amount by which the Buyer Losses under this Agreement exceed the amount thereof included in the first $500,000 of Aggregate Buyer Losses; and (ii) in the case of Seller Partiesan aggregate amount, the aggregate amount of when aggregated with all claims of Buyer Indemnified Parties amounts paid as indemnification under clause (aSection 6.2(a) of the Real Estate Securities Purchase Agreement (but excluding the first $10,000,000 paid thereunder with respect to a breach of Section 11.2 (Indemnification by Seller Parties3.4(e) indemnifiable hereunder, andthereof) and the comparable provision of the REO and Loan Purchase Agreement, in the case excess of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee $20,000,000 (the “Deductible Cap Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, ; and (b) Seller Parties will in no event shall Buyer have no any liability (for indemnification or otherwise) with respect to the matters described in clause Section 7.3(a) (a) excluding breaches of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap4.2(a), as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party 7.8(b) shall not be entitled to recover amounts above apply): (i) unless and until the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount total of all Seller Contingent Damages Amounts Losses with respect to such matters, when aggregated with all “Seller Losses” under Section 6.3(a) of the Real Estate Securities Purchase Agreement and the comparable provision of the REO and Loan Purchase Agreement (collectively, the “Aggregate Seller Losses”), exceeds $500,000, and then outstanding (with each only for the amount by which the Seller Indemnified Party being entitled to receive Losses under this Agreement exceed the respective amount thereof included in the first $500,000 of Aggregate Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) Losses; and (bii) the Additional Cap Amount (in an aggregate amount, when aggregated with each Seller Indemnified Party being entitled to receive its pro rata portion all amounts paid as indemnification under Section 6.3(a) of the Additional Real Estate Securities Purchase Agreement and the comparable provision of the REO and Loan Purchase Agreement, in excess of the Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Amount.

Limitations on Amount. Neither Party will (a) 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 shall have no liability with respect to claims for indemnification by the matters described in clause Purchaser Indemnified Persons, and Purchaser shall have no liability with respect to claims for indemnification by the Seller Indemnified Persons, until (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (ionly to the extent that) the individual claim or series total of related all Damages with respect to claims giving rise for indemnification under this Agreement and/or under the Peanuts Transaction Agreement, in the aggregate, exceed an amount equal to any Damages exceeds [***] (the “Per Claim ThresholdBasket”), which amount shall be treated as a deductible for purposes of this Article VIII. (c) and (ii) in In no event shall the Purchaser Indemnified Persons or Seller Indemnified Persons, as the case may be, be entitled to recover Damages from the other in excess of Seller Parties, the aggregate an amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds equal to [***] of in the Upfront Fee aggregate with respect to claims for indemnification under this Agreement and/or under the Peanuts Transaction Agreement (the “Deductible AmountCap”), in which case provided that the Indemnifying Party Cap shall be liable reduced from time to time to reflect payments for indemnification for which the aggregate amount Cap applies. *** Confidential treatment has been requested for redacted portions of all this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (d) The Purchaser Indemnified Persons’ right to indemnification shall be reduced to the extent that the subject matter of any claim is covered by and payable pursuant to any insurance policy, warranty or indemnification from a Third Party. (e) No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing, or (ii) any Damages with respect to claims any matter if and to the extent such matter was included in the calculation of the Working Capital Adjustment pursuant to Section 3.2. (f) Subject to Section 10.10, and except with respect to any claim for fraud, the remedies provided in this Article VIII shall be exclusive and shall preclude other remedies that may be available to Seller, Purchaser, the Seller Indemnified Parties indemnifiable hereunder Persons or the Purchaser Indemnified Persons. (taking into account g) Notwithstanding anything in this Section 8.5 to the Per Claim Thresholdcontrary, neither the Basket nor the Cap shall apply to Damages arising out of or related to (i) in excess breaches by Seller of the Deductible Amount. Notwithstanding the foregoingany Fundamental Rep, (aii) each matters covered by Sections 8.1(b), Section 8.2 or Section 8.3(b), or (iii) actual fraud; provided, however, that in no event shall the Purchaser Indemnified Party shall Persons be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Damages from Seller Parties will have no liability for indemnification with respect to the matters described in clause the immediately preceding clauses (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)i) and (yii) the Additional Cap Amount (in an aggregate amount, together with each Buyer Indemnified Party being entitled to receive its pro rata portion all other claims for Damages paid or payable under this Article VIII, in excess of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Purchase Price.

Limitations on Amount. Neither Party will (a) In no event shall any party have the right to loss of profits or consequential, incidental, special or punitive damages of any kind whatsoever. (b) The Sellers shall have no liability with respect to claims for indemnification by the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification and the Buyer shall have no liability with respect to claims for indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause Parties, until (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of and only to the Upfront Fee (extent that the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount total of all Damages with respect to such claims exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the “Basket”), which amount shall be treated as a deductible for purposes of this Article IX. (c) In no event shall the Buyer Indemnified Parties indemnifiable hereunder (taking into account or the Per Claim Threshold) in excess of Seller Indemnified Parties, as the Deductible Amount. Notwithstanding the foregoingcase may be, (a) each Indemnified Party shall be entitled to recover forDamages from the Sellers or the Buyers, as the case may be, in excess of an amount equal to Fifteen Million Dollars ($15,000,000) in the aggregate (the “Cap”). (d) The Buyer Indemnified Parties’ right to indemnification shall be reduced to the extent that the subject matter of an indemnifiable claim is covered by and already paid pursuant to any warranty or indemnification from a third party Person. (e) Notwithstanding anything to contrary set forth in this Section 9.4, in no event shall the Basket apply to Damages incurred as a result of a breach of any of the representations set forth in Section 4.6 (Sublicense Agreements), and in no event shall the Per Claim Threshold and Basket or Cap apply to Damages arising out of or related to (i) a breach of any of the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representationrepresentations set forth in Section 4.9 (Taxes), (bii) Seller Parties will have no liability for indemnification with respect the failure to the matters described in clause perform any covenants, obligations or agreements to be performed under this Agreement, (aiii) of fraud, or (iv) any Excluded Liability. Subject to Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect10.10, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) except with respect to any claim for indemnification hereunder to which fraud, the Cap applies would, but for the limitations set forth remedies provided in this Section 11.4, cause the Cap, as then in effect, to Article IX shall be exceeded, then such Indemnified Party exclusive and shall not preclude other remedies that may be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay available to the Buyer Indemnified Parties Sellers, the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages AmountsBuyers, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties or the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Buyer Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Parties.

Limitations on Amount. (a) Neither Party will have liability Purchaser nor any of the other Purchaser Indemnified Persons shall be entitled to seek indemnification under this ARTICLE IX with respect to a claim for a Breach of any representation or warranty hereunder (other than the matters described representations or warranties of the Sellers contained in clause (aSECTION 3.03 or the representations or warranties otherwise qualified by materiality) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, until the aggregate amount of all such Damages to which all of the Purchaser Indemnified Persons are entitled to indemnification hereunder exceeds $350,000 (the "Basket"), at which time the Purchaser Indemnified Persons shall be entitled to the full amount of such Damages in excess of the Basket. Neither Purchaser nor any of the other Purchaser Indemnified Persons shall be entitled to seek indemnification under this ARTICLE IX with respect to a claim for a Breach of any representation or warranty hereunder (other than the representations or warranties of the Sellers contained in SECTION 3.03) for Damages which exceed the Purchase Price. Notwithstanding any of the foregoing, the Parties acknowledge that the limitations in this SECTION 9.05(a) apply only to indemnification claims with respect to representations and warranties and that such limitations shall not include Damages in 48 49 connection with either of Buyer the Seller's failure to satisfy or perform any of its covenants or obligations under this Agreement. To the extent of any Damages that Purchaser would otherwise be entitled to indemnification hereunder but for the Purchase Price Adjustment which satisfies such Damages claim, such amount shall not be deemed to count against the Basket. (b) Neither of the Sellers nor any of the other Sellers' Indemnified Parties Persons shall be entitled to seek indemnification under clause this ARTICLE IX with respect to a claim for a Breach of any representation or warranty hereunder (aother than the representations or warranties of the Purchaser which are qualified by materiality) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer until the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] such Damages to which all of the Upfront Fee (Sellers' Indemnified Persons are entitled to indemnification hereunder exceeds $350,000, at which time the “Deductible Amount”), in which case the Indemnifying Party Sellers' Indemnified Persons shall be liable for entitled to the aggregate full amount of all such Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible AmountBasket. Notwithstanding any of the foregoing, the Parties acknowledge that the limitations in this SECTION 9.05(b) apply solely to indemnification claims with respect to representations and warranties and that such limitations shall not include Damages in connection with Purchaser's failure to pay the Purchase Price or Purchaser's failure to satisfy or perform any of its covenants or obligations under this Agreement. (c) Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)SECTIONS 9.05(a) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts).9.05

Limitations on Amount. Neither Party will have liability (a) Seller shall only be liable under this Agreement (for indemnification or otherwise) with respect to the matters described in clause any claim pursuant to clauses (a) of Section 11.2 and (Indemnification by Seller Parties) or clause (ab) of Section 11.3 10.2 (Indemnification by Buyer) unless and untila “Seller Warranty Claim”), if (i) the any single individual claim or series of related claims giving rise to any Damages exceeds [***] US$ 75,000 (the “Per Individual Claim Threshold”) and (ii) one or several claims exceeding the Individual Claim Threshold exceeds or exceed in the case aggregate US$ 500,000 (the “ Basket Threshold”), whereupon Sellers’ liability to Buyer shall be equal to the full amount of such Seller Warranty Claim without deduction of the Individual Claim Threshold, but deducting the Basket Threshold amount. In the event of a series of claims based on the same facts, such series of claims shall be treated as a single claim and the aggregate cumulative liability resulting from such series of claims shall be used to determine whether the Individual Claim Threshold has been exceeded. In no event shall the aggregate maximum liability of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims respect of Seller Indemnified Parties under clause Warranty Claims (afor indemnification for Damages) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee exceed US$ 12,000,000 (the “Deductible AmountIndemnification Cap”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations on amount set forth in this Section 11.4, cause 10.5(a) will not apply to (i) any Breach of any of the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section representations and warranties under Sections 4.1 (Contingent PaymentOrganization, Good Standing, Capital Structure and Shares) and 4.2 (a), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of b)(i), (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)c) and (yd) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages AmountsAuthority; No Conflict), if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (Bii) Buyer shall promptly pay any claim with respect to the Seller Indemnified Parties the lesser of fraud (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amountarglistige Täuschung, article 203 CO)) , willful Breach or intentional misrepresentation, and (b) the Additional Indemnification Cap Amount (with each Seller Indemnified Party being entitled will not apply to receive its pro rata portion any Breach of any of the Additional Cap Amount representations and warranties under Subsections (b)(ii), (b)(iii), (b)(vii) of Section 4.2 (Authority; No Conflict). (b) Buyer shall only be liable under this Agreement (for indemnification or otherwise)with respect to any claim pursuant to Section 10.3 (a “Buyer Warranty Claim”) if (i) any single individual claim exceeds the Individual Claim Threshold and (ii) one or several claims exceeding the Individual Claim Threshold exceeds or exceed the Basket Threshold, whereupon Buyer’s liability to Seller shall be equal to the full amount of such Buyer Warranty Claim without deduction of the Individual Claim Threshold, but deducting the Basket Threshold amount. In the event of a series of claims based on the relationship that same facts, such series of claims shall be treated as a single claim and the Seller Contingent Damages Amount owed aggregate cumulative liability resulting from such series of claims shall be used to such Seller Indemnified Party bears determine whether the Individual Claim Threshold has been exceeded. In no event shall the aggregate maximum liability of Buyer in respect of Buyer Warranty Claims (for indemnification for Damages) exceed the Indemnification Cap. Notwithstanding the foregoing, the limitations on amount set forth in this Section 10.5(b) will not apply to any claim with respect to fraud, willful Breach or intentional misrepresentation. (c) Seller’s liability shall be excluded or reduced, as the case may be, if, and to the aggregate amount extent: (i) Buyer or, following the Closing Date, the Company shall have failed to use its commercially reasonable efforts to mitigate the loss or damage as required under Swiss law; (ii) Buyer or the Company have recovered or, by using commercially reasonable efforts expected to have been taken by a conscientious business person (sorgfältiger Xxxxxxxx), could have recovered from any third party (including but not limited to an insurer), unless such recovery would or could have a negative impact on an ongoing business relationship or otherwise harm Buyer or the Company, the costs, expenses or damages in respect of all any matter to which a claim asserted relates, provided, however, that any costs or expenses actually incurred or that would have been expected to be incurred in connection with such recovery efforts are deemed Damages for purposes of the indemnification provisions under this Agreement; (iii) a specific accrual (Rückstellung), provision or reserve has been made for the matter giving rise to the corresponding notice of Breach in the Financial Statements as per December 31, 2011; (iv) such liability is resulting from or attributable to an act, omission, transaction, change of past discretionary practice (except if this discretionary practice could be considered violating any laws), regulations etc., of Buyer after the Closing Date or any of the Company after the Closing Date; or (v) any Tax payable by the Company is reduced in the respective tax period as a result of a matter giving rise to a claim for misrepresentation or Breach of warranty. (d) Buyer’s liability shall be excluded or reduced, as the case may be, if, and to the extent: (i) Seller Contingent Damages Amountsshall have failed to use its commercially reasonable efforts to mitigate the loss or damage as required under Swiss law; or (ii) Seller shall have recovered from any third party, including but not limited to an insurer, the costs, expenses or damages in respect of any matter to which a claim asserted relates. (e) It is understood and agreed that, if Buyer or Seller is entitled to a claim under any Section of this Agreement and under any other Section in respect of the Additional Cap Amount is insufficient same subject matter, Buyer or Seller, as applicable, may choose to pay all Seller Contingent Damages Amountsclaim under either or both provisions, but payments under any Sections shall pro tanto satisfy and discharge any claims made in respect of the same subject matter (avoidance of double claims double Damages, double recovery or double indemnities).

Limitations on Amount. Neither Party will (a) 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) Sellers shall have no liability with respect to claims for indemnification by the matters described in clause Purchaser Indemnified Persons, and Purchaser shall have no liability with respect to claims for indemnification by the Seller Indemnified Persons, until (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (ionly to the extent that) the individual claim or series total of related all Damages with respect to claims giving rise for indemnification under this Agreement and/or under the Strawberry Shortcake Transaction Agreement, in the aggregate, exceed an amount equal to any Damages exceeds [***] (the “Per Claim ThresholdBasket”), which amount shall be treated as a deductible for purposes of this Article VIII. (c) and In no event shall the Purchaser Indemnified Persons or Seller Indemnified Persons, as the case may be, be entitled to recover Damages from the other in excess of an amount equal to twenty five million dollars (ii$25,000,000) in the case aggregate with respect to claims for indemnification under this Agreement and/or under the Strawberry Shortcake Transaction Agreement (the “Cap”), provided that the Cap shall be reduced from time to time to reflect payments for indemnification for which the Cap applies. *** Confidential treatment has been requested for redacted portions of Seller Parties, this exhibit. This copy omits the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in information subject to the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds confidentiality request. Omissions are designated as [***] ]. A complete version of this exhibit has been provided separately to the Upfront Fee Securities and Exchange Commission. (the “Deductible Amount”), in which case the Indemnifying Party d) The Purchaser Indemnified Persons’ right to indemnification shall be liable for reduced to the aggregate amount extent that the subject matter of all any claim is covered by and payable pursuant to any insurance policy, warranty or indemnification from a Third Party. (e) No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing or (ii) any Damages with respect to claims any matter if and to the extent such matter was included in the calculation of the Working Capital Adjustment pursuant to Section 3.2. (f) Subject to Section 10.10, and except with respect to any claim for fraud, the remedies provided in this Article VIII shall be exclusive and shall preclude other remedies that may be available to Sellers, Purchaser, the Seller Indemnified Parties indemnifiable hereunder Persons or the Purchaser Indemnified Persons. (taking into account g) Notwithstanding anything in this Section 8.5 to the Per Claim Thresholdcontrary, neither the Basket nor the Cap shall apply to Damages arising out of or related to (i) in excess breaches by any Seller of the Deductible Amount. Notwithstanding the foregoingany Fundamental Rep, (aii) each matters covered by Section 8.1(b), Section 8.2 or Section 8.3(b) or (iii) actual fraud; provided, however, that in no event shall the Purchaser Indemnified Party shall Persons be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification Damages from Sellers with respect to the matters described in clause the immediately preceding clauses (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)i) and (yii) the Additional Cap Amount (in an aggregate amount, together with each Buyer Indemnified Party being entitled to receive its pro rata portion all other claims for Damages paid or payable under this Article VIII, in excess of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Purchase Price.

Limitations on Amount. Neither Party will (a) In no event shall the Buyer Indemnitees or Seller Indemnitees, as the case may be, be entitled to recover Losses from Seller or Buyer, respectively, in the aggregate for any breach of the other party’s representations and warranties (i) until such time as the total amount of all Losses that have liability been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds an amount equal to $50,000 (the “Deductible”) in the aggregate (it being understood that if the total amount of such Losses exceeds the Deductible, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed only for such Losses that are in excess of the Deductible); provided that this clause (i) shall not apply to breaches of the Fundamental Representations; (ii) with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and untilFundamental Representations, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect an amount equal to the matters described in clause Closing Payment; (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damagesiii) with respect to breaches of Section 7.7 (Intellectual Property), in excess of $7,000,000; and (iv) with respect to all other representations and warranties under this Agreement or in any claim for indemnification hereunder exhibit or schedule hereto or in any certificate delivered in connection herewith, in excess of $3,500,000. (b) Notwithstanding anything in this Section 11.4 to which the Cap applies wouldcontrary, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party 11.4 shall not be entitled apply to recover amounts above Losses arising out of or related to (i) any Excluded Liability or (ii) actual fraud or intentional breach of covenant. (c) Absent actual fraud or breach of covenants by Seller, the Cap; provided, that if indemnification provisions contained in this Section 11 are intended to provide the Contingent Payment is paid sole and exclusive remedy following the Closing as to Seller Parties all Losses any Indemnitee may incur arising from or relating to breaches of the representations and warranties contained in this Agreement. (d) Payments by an Indemnitor pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties 11.1 or Section 11.2 in respect of any Loss shall promptly pay be limited to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnitee in respect of any such claim. The Indemnitee shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (with each Buyer Indemnified Party being entitled e) In no event shall any Indemnitor be liable to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination any Indemnitee for any punitive, incidental, consequential, special or indirect damages, including loss of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion future revenue or income, loss of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears business reputation or opportunity relating to the aggregate amount breach or alleged breach of this Agreement. (f) Each Indemnitee shall take, and cause its Affiliates to take, all Buyer Contingent Damages Amountsreasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amountsor does, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)give rise thereto.

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the No Indemnifying Party shall be liable to indemnify an Indemnified Party pursuant to Section 8.1 or Section 8.2, as the case may be, unless and until the total of all Losses for which the Indemnifying Party is liable exceeds 100,000,000 Korean Won (the “Threshold”) and in such event, indemnification shall be made for the aggregate amount of all Damages the Losses that exceeds the Threshold, subject to the other provisions of this Article 8 and Article 9; provided, however, that (i) the Stockholders’ liability for indemnification with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, Section 3.13 or Section 3.15 and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims covenants or payments made agreements with respect to any breach or inaccuracy of a Fundamental RepresentationIntellectual Property matters, and (bii) Seller Parties will have no the Buyer’s liability for indemnification with respect to the matters described in clause payment of the Purchase Price and Section 1.3(c) will not be subject to the Threshold. (ab) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once No Indemnifying Party shall be liable for, and the aggregate dollar amount of all Damages indemnified under clause any Losses for which an Indemnifying Party would otherwise be liable for shall be reduced by, (ai) the amount of Section 11.2 (Indemnification by Seller Parties) exceeds any insurance proceeds paid to the Cap, as then in effectIndemnified Party with respect to such Losses, and (cii) Buyer will have no liability for indemnification any indemnity, contribution or other similar payment paid to the Indemnified Party by any third party with respect to the matters described in clause such Losses. (ac) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of In no event shall any Indemnifying Party be liable for indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) Article 8 with respect to any claim for indemnification hereunder Losses in an aggregate amount in excess of 3,000,000,000 Korean Won (the “Indemnification Cap”). None of the Stockholders shall be obligated to which indemnify the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties Buyer pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the this Article 8 in an aggregate amount in excess of all Buyer Contingent Damages Amounts then outstanding its pro rata share of the Indemnification Cap (with each Buyer Indemnified Party being entitled an “Individual Cap”). With respect to receive the respective Buyer Contingent Damages Amount owed to it as determined any indemnification obligation pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with this Article 8, each Buyer Indemnified Party being entitled Stockholder shall be obligated to receive pay only its pro rata portion of the Additional Cap Amount based on aggregate amount payable with respect to such indemnification obligation, subject to the relationship that applicable Individual Cap. For the avoidance of doubt, notwithstanding the foregoing, the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of shall be liable for all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages AmountsLosses resulting from (i) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion non-payment of the Additional Cap Amount based on Purchase Price, or (ii) non-performance of its obligations under Section 1.3(c) without the relationship that benefit of the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to Threshold or the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Indemnification Cap.

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) If the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller PartiesClosing occurs, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party Sellers shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Losses pursuant to Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once 9.2 hereof until the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) Losses with respect to such matters exceeds the Cap, as then in effect$225,000, and (c) Buyer will then the Sellers shall be responsible, jointly and severally, for all Losses, but without regard to the first $100,000 of Losses. Anything to the contrary notwithstanding, the Sellers shall have no liability for indemnification with respect to Losses pursuant to Section 9.2 hereof to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once extent that the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) Losses with respect to any claim for indemnification hereunder such matters exceeds $6,000,000 (the "Indemnification Limit"). Anything to which the Cap applies wouldcontrary 52 notwithstanding, but for the limitations set forth in this Section 11.49.7(a) shall not apply to any claim by the Purchaser with respect to the representations or warranties set forth in the fifth, cause sixth and seventh sentences of Section 3.1 and in Sections 3.2, 3.6, 4.1, 4.2 and 4.4, or the Capmatters referred to in clause (y) of Section 9.6(a), as then in effect, to be exceeded, then such Indemnified Party that any such claim shall not be entitled subject to recover amounts above the Cap; providedIndemnification Limit and the Sellers shall be responsible for all Losses from the first dollar. (b) Notwithstanding anything set forth in Section 6.12(a) or the last sentence of Section 9.7(a), that if the Contingent Payment is paid aggregate indemnification obligation of the Sellers under this Agreement shall not exceed the sum of (i) the Purchase Price and (ii) the items set forth in clauses (iii), (iv) and (v) of Section 2.2. (c) Notwithstanding anything contained in this Agreement to Seller Parties the contrary (but subject to Section 9.7 hereof), any obligation of the Sellers to indemnify for Losses pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties 3.15 which requires environmental remediation shall promptly pay be limited to the Buyer Losses actually incurred by any Purchaser Indemnified Parties Party in connection with taking such actions and incurring such costs and expenses (including, without limitation, attorneys' fees and expenses) as in the lesser reasonable opinion of the Purchaser may be required by applicable Environmental Laws or any order or judgment of any court or Governmental Entity or Regulatory Authority implementing or enforcing such Environmental Laws and any repairs or improvements that may be required by any Legal Requirement or are otherwise necessary as a result of the environmental remediation. Such costs of remediation shall be limited to such costs and expenses which are necessary to satisfy but not exceed enforceable limits or standards imposed by the applicable Environmental Laws or any order or judgment of any court or other Governmental Entity or Regulatory Authority implementing or enforcing such Environmental Laws so that MANO I, Manischewitz and their Subsidiaries can make use of their respective properties and assets in the operation of the business of MANO I and Manischewitz and the Subsidiaries, as applicable. (xd) If the Closing occurs, the Purchaser shall have no liability forindemnification hereunder with respect to Losses pursuant to Section 9.3 hereof until the aggregate amount of all Buyer Contingent Damages Amounts Losses with respect to such matters exceeds $225,000, and then outstanding (the Purchaser shall be responsible for all Losses based thereon, but without regard to the first $100,000 of Losses. Anything to the contrary notwithstanding, the Purchaser shall have no liability for indemnification with each Buyer Indemnified Party being entitled respect to receive the respective Buyer Contingent Damages Amount owed to it as determined Losses pursuant to Section 11.6(c) (Determination of Amount)) and (y) 9.3 or based upon a claim under Section 6.12 to the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship extent that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (Losses with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed respect to such Seller Indemnified Party bears to matters exceeds the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Indemnification Limit.

Limitations on Amount. Neither Party will (a) In no event shall either party have the right to loss of profits or consequential, incidental, special or punitive damages of any kind whatsoever. 12 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. 13 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. 14 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. 15 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. (b) Sellers shall have no liability with respect to claims for indemnification by the Purchaser Indemnified Persons, and Purchaser shall have no liability with respect to claims for indemnification by the Seller Indemnified Persons, until (and only to the extent that) the total of all Damages with respect to claims for indemnification under this Agreement and/or under the Strawberry Shortcake Transaction Agreement, in the aggregate, exceed an amount equal to [**]16 (the “Basket”), which amount shall be treated as a deductible for purposes of this Article VIII. (c) In no event shall the Purchaser Indemnified Persons or Seller Indemnified Persons, as the case may be, be entitled to recover Damages from the other in excess of an amount equal to [**]17 in the aggregate with respect to claims for indemnification under this Agreement and/or under the Strawberry Shortcake Transaction Agreement (the “Cap”), provided that the Cap shall be reduced from time to time to reflect payments for indemnification for which the Cap applies. (d) The Purchaser Indemnified Persons’ right to indemnification shall be reduced to the extent that the subject matter of any claim is covered by and payable pursuant to any insurance policy, warranty or indemnification from a Third Party. (e) No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing or (ii) any Damages with respect to any matter if and to the extent such matter was included in the calculation of the Working Capital Adjustment pursuant to Section 3.2. (f) Subject to Section 10.10, and except with respect to any claim for fraud, the remedies provided in this Article VIII shall be exclusive and shall preclude other remedies that may be available to Sellers, Purchaser, the Seller Indemnified Persons or the Purchaser Indemnified Persons. (g) Notwithstanding anything in this Section 8.5 to the contrary, neither the Basket nor the Cap shall apply to Damages arising out of or related to (i) breaches by any Seller of any Fundamental Rep, (ii) matters covered by Section 8.1(b), Section 8.2 or Section 8.3(b) or (iii) actual fraud; provided, however, that in no event shall the Purchaser Indemnified Persons be entitled to recover Damages from Sellers with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, the immediately preceding clauses (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Partiesan aggregate amount, the aggregate amount of together with all other claims of Buyer Indemnified Parties for Damages paid or payable under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunderthis Article VIII, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Purchase Price.

Limitations on Amount. Neither Party will have liability with respect For breaches of any representations and warranties contained in Article VI of this Agreement, the Uni-Pixel Indemnitors shall be obligated to indemnify the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) Uni-Pixel Indemnitees only in the case of Seller Parties, event that the aggregate amount of all claims indemnification liability of Buyer Indemnified Parties under clause the Uni-Pixel Indemnitors exceeds Fifty Thousand Dollars ($50,000) (the "Threshold Amount"). The Uni-Pixel Indemnitors' liability shall be further limited as follows: (a) The liability of Halter Financial pursuant to its indemnification obligations under Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and13.1 hereof shall be limited, in the case of Buyer aggregate, to the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] value of the Upfront Fee Company Common Stock received by Halter Financial as Merger Consideration, and shall be determined by multiplying the number of shares of Company Common Stock received by Halter Financial by $1.75. (the “Deductible Amount”)b) The liability of Xxxxx XxXxxxx pursuant to his indemnification obligations under Section 13.1 hereof shall be limited, in which case the Indemnifying Party aggregate, to the value of the Company Common Stock received by Xxxxx XxXxxxx as Merger Consideration, and shall be liable for determined by multiplying the aggregate amount number of all Damages with respect shares of Company Common Stock received by Xxxxx XxXxxxx by $1.75. (c) The liability of Xxxxx XxXxxx pursuant to claims his indemnification obligations under Section 13.1 hereof shall be limited, in the aggregate, to the value of the Indemnified Parties indemnifiable hereunder (taking into account Company Common Stock received by Xxxxx XxXxxx as Merger Consideration, and shall be determined by multiplying the Per Claim Threshold) in excess number of the Deductible Amountshares of Company Common Stock received by Xxxxx XxXxxx by $1.75. Notwithstanding the foregoing, (a) each Indemnified Party any indemnification liability of the Uni-Pixel Indemnitors pursuant to this Article XIII shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification reduced by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of any insurance proceeds received by Uni-Pixel or the Uni-Pixel Indemnitees. In the event that any such insurance proceeds are actually realized by an indemnified Party subsequent to the receipt by such indemnified Party of an indemnification payment hereunder in respect of the claims to which an Indemnified Party such insurance proceeds relate, appropriate refunds shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which made promptly regarding the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)indemnification payment.

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of No individual claim for any Losses under Section 11.2 (Indemnification by Seller Parties) 9.1 or clause (a) of Section 11.3 (Indemnification by Buyer) 9.2 shall be asserted unless and untiluntil the aggregate amount of such Losses, when aggregated with the amount of Losses arising from all related claims, exceeds an amount equal to $25,000 (i) the and Losses for any individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate below such amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] shall not be aggregated or taken into account for purposes of the Upfront Fee Deductible). (the “Deductible Amount”), in which case the Indemnifying Party b) In no event shall be liable for the aggregate amount any Indemnitee (or group of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim ThresholdIndemnitees) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and Losses from the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, applicable Indemnitor (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damagesi) with respect to any claim for indemnification hereunder inaccuracy in or breach of any representations and warranties under this Agreement or in any exhibit or schedule hereto or in any certificate delivered by any Party in connection herewith (other than the Fundamental Representations), until such time as the total amount of all Losses that have been directly or indirectly suffered or incurred by any one or more of such Indemnitees, or to which any one or more of such Indemnitees has or have otherwise become subject, in respect of all such breaches taken together exceeds an amount equal to $1,165,000 (the Cap applies would“Deductible”) in the aggregate (it being understood that if the total amount of such Losses exceeds the Deductible, but then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all indemnifiable Losses that are in excess of the Deductible); (ii) with respect to any inaccuracy in or breach of the Fundamental Representations, in excess of an amount equal to the Closing Payment; and (iii) with respect to all other representations and warranties under this Agreement or in any exhibit or schedule hereto or in any certificate delivered by any Party in connection herewith, in excess of an aggregate amount equal to $11,650,000. (c) Notwithstanding anything in this Section 9.4 to the contrary, the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party 9.4 shall not be entitled apply to recover amounts above Losses arising out of or related to (i) any Indemnified Pre-Closing Liabilities, (ii) any liabilities for Taxes contemplated by Section 6.9 or (iii) actual fraud or willful misconduct. (d) Absent actual fraud or willful misconduct, the Cap; provided, that if indemnification provisions contained in this Section 9 are intended to provide the Contingent Payment is paid sole and exclusive remedy following the Closing as to Seller Parties all Losses any Indemnitee may incur arising from or relating to breaches of the representations and warranties contained in this Agreement. (e) Payments by an Indemnitor pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties 9.1 or Section 9.2 in respect of any Loss shall promptly pay be limited to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnitee in respect of any such claim, net of any actual costs, expenses or premiums incurred in connection with securing or obtaining such proceeds or payments. (with each Buyer Indemnified Party being entitled f) In no event shall any Indemnitor be liable to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination any Indemnitee for any punitive, incidental, special or indirect damages, including loss of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion future revenue or income, loss of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears business reputation or opportunity relating to the aggregate amount breach or alleged breach of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)this Agreement.

Limitations on Amount. Neither Party will Notwithstanding anything to the contrary in this Article VI: (a) in no event shall Seller have any liability (for indemnification or otherwise) with respect to the matters described in clause Section 6.2(a) (a) excluding breaches of Section 11.2 3.2(a), Section 3.4(a), or Section 3.6, to which the limitations set forth in this Section 6.8(a) shall not apply): (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyeri) unless and untiluntil the total of all Buyer Losses with respect to such matters, when aggregated with all “Buyer Losses” under Section 7.2(a) of the Platform Assets Purchase Agreement and all “Buyer Losses” under the comparable provision of the REO and Loan Purchase Agreement (collectively, the “Aggregate Buyer Losses”), exceeds $500,000, and then only for the amount by which the Buyer Losses under this Agreement exceed the amount thereof included in the first $500,000 of Aggregate Buyer Losses (provided, however, that this clause (i) the individual claim or series of related claims giving rise shall not apply to any Damages exceeds [***] (Buyer Losses arising from a breach of the “Per Claim Threshold”) representations and warranties contained in Section 3.6(c)); and (ii) in the case of Seller Parties, the an aggregate amount (excluding the first $10,000,000 of amounts paid as indemnification under Section 6.2 for breaches of the representation and warranty contained in Section 3.4(e)), when combined with all claims of Buyer Indemnified Parties amounts paid as indemnification under clause (aSection 7.2(a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, andthe Platform Assets Purchase Agreement and the comparable provision of the REO and Loan Purchase Agreement, in the case excess of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee $20,000,000 (the “Deductible Cap Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, ; and (b) Seller Parties will in no event shall Buyer have no any liability (for indemnification or otherwise) with respect to the matters described in clause Section 6.3(a) (a) excluding breaches of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap4.2(a), as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party 6.8(b) shall not be entitled to recover amounts above apply): (i) unless and until the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount total of all Seller Contingent Damages Amounts Losses with respect to such matters, when aggregated with all “Seller Losses” under Section 7.3(a) of the Platform Assets Purchase Agreement and all “Seller Losses” under the comparable provision of the REO and Loan Purchase Agreement (collectively, the “Aggregate Seller Losses”), exceeds $500,000, and then outstanding (with each only for the amount by which the Seller Indemnified Party being entitled to receive Losses under this Agreement exceed the respective amount thereof included in the first $500,000 of Aggregate Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) Losses; and (bii) the Additional Cap Amount (in an aggregate amount, when combined with each Seller Indemnified Party being entitled to receive its pro rata portion all amounts paid as indemnification under Section 7.3(a) of the Additional Platform Assets Purchase Agreement and the comparable provision of the REO and Loan Purchase Agreement, in excess of the Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Amount.

Limitations on Amount. Neither Party the Seller Parties. (a) The Seller Parties will have no liability with respect to claims under Section 9.2 until the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount total of all Damages with respect to claims of such matters exceeds $400,000 (the Indemnified Parties indemnifiable hereunder (taking into account “Basket Amount”) and then only for the Per Claim Threshold) in excess of amount by which such Damages exceed the Deductible Basket Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) The Seller Parties will have no liability for indemnification with respect claims and/or Damages arising under this Agreement or the transactions contemplated hereby to the matters described in clause extent such claims and/or Damages exceed $3,000,000 (athe “Indemnification Cap”). Notwithstanding anything to the contrary herein, neither the Basket Amount nor the Indemnification Cap shall apply (and there shall be no limit of liability) to Damages resulting from (i) a breach of the Seller Fundamental Reps, (ii) claims under Section 11.2 (Indemnification by Seller Parties9.2(b) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and or (c) Buyer will have no liability for indemnification with respect to the matters described in clause or (aiii) any intentional breach by any Seller Party of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations covenant or obligation set forth in this Section 11.4Agreement, cause the Capin any certificate delivered by any Seller Party pursuant to this Agreement, as then or in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Capany other Ancillary Agreement; provided, however, that if the Contingent Payment is paid to maximum liability of the Seller Parties for Damages resulting from a breach of the Seller Fundamental Reps shall be capped at an amount equal to the Aggregate Purchase Price, as adjusted pursuant to Section 4.1 2.4. (Contingent Payment)b) Notwithstanding anything to the contrary in this Agreement, (Ai) the amount of any Liabilities of the Seller Parties for claims under Section 9.2(a) relating to a breach of the representations and warranties set forth in Section 3.12 shall promptly pay be reduced by the balance on the Closing Date of any state or federal net operating loss carryover of the Company that are allowable under applicable Law to offset any Tax liability of the Buyer Parties resulting from the matters giving rise to such breach of the representations and warranties set forth in Section 3.12, and (ii) the amount of any Liabilities of the Seller Parties for claims under Section 9.2(a) relating to a breach of the representations and warranties set forth in Section 3.12(k) shall be limited to the Buyer Indemnified Parties the lesser of (x) the aggregate present value amount of all Buyer Contingent the Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it measured as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount Closing Date, based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion foregone expected usage of the Additional Cap Amount based on state or federal net operating loss carryover of the relationship that Company existing as of Closing and the Seller Contingent Damages Amount owed to expected timing of such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)use.

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) No Claim shall be made under the provisions of Section 11.2 2.2 unless the amount of Damages under such Claim exceeds Fifty Thousand Dollars (Indemnification by Seller Parties$50,000) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim ThresholdDamages Floor”), unless the combined value of Claims which did not exceed the Damages Floor is equal to or in excess of Two Hundred Fifty Thousand Dollars ($250,000), in which case this condition shall no longer be applicable. (b) and (ii) in Notwithstanding the case provisions of Seller PartiesSection 2.2 to the contrary, the aggregate amount of all claims of Buyer Indemnified Parties Damages that may be paid under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in 2.2 for a Claim or Claims shall be limited to the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee $5,000,000 (the “Deductible AmountBasket Cap”). In addition, the maximum obligation of Purchaser to pay Damages during the period from the first anniversary of the Effective Time to the second anniversary of the Effective Time shall be limited to the lesser of (i) $2,500,000 or (ii) $5,000,000 less the amount of Damages paid by Purchaser prior to the first anniversary of the Effective Time. (c) As of the Final Claim Date, Purchaser will no longer be obligated to accept the tender of Claims from the Indemnified Persons. However, the obligations of Purchaser to the Indemnified Persons under Section 2.2 shall continue after the Final Claim Date with regard to Claims that have been properly presented to Purchaser prior to the Final Claim Date; provided, however, that at such time as the amount of Damages paid, reimbursed or otherwise expended by Purchaser under this Agreement equals or exceeds the Basket Cap, the Purchaser shall be relieved of all further obligation under this Agreement and may tender to the Claimant or the Holders the defense of all filed Proceedings and the handling of all Claims which have been previously presented to the Purchaser under this Agreement. (d) With respect to any Claim or matter that may potentially become a Claim (“Pending Matter”), Holders and the Claimant shall take all reasonable steps to mitigate the amount of Damages that may accrue, arise, be assessed or otherwise incurred by any Indemnified Persons with respect to that Claim or Pending Matter; provided, however, the duty to mitigate damages shall not be construed to require either the Holders or the Claimant to commence litigation against any party or assign a claim to a collection agency to preserve a Claim or Pending Matter. Each Holder and the Claimant agree that none of them will take any actions, directly or indirectly, to provoke or initiate the filing or making of a claim or demand by a third party for the purpose of enabling either of them to file a Claim under this Article 2. (e) Notwithstanding anything contained herein to the contrary, the limitations of liability contained in which case this Section 2.4 will not apply to: (i) any Breach to the Indemnifying Party shall extent that such Breach is attributable to fraud by the Purchaser or Merger Sub; or (ii) any Alleged Breach to the extent that such Alleged Breach is attributable to fraud by the Purchaser or Merger Sub. Purchaser will be liable for the aggregate amount of all Damages with respect to claims such Breaches and Alleged Breaches listed in clauses (i) through (ii) above, with neither the Damages Floor nor the Basket Cap to be applicable to that liability. (f) Notwithstanding any investigation or audit conducted before or after the Closing or the decision of Holders to complete the stock sale, and notwithstanding any investigation or audit conducted before the Effective Time or the decision of the Indemnified Parties indemnifiable hereunder (taking into account Company to complete the Per Claim Threshold) in excess of Merger, Holders and the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party Claimant shall be entitled to recover forrely upon the representations and warranties set forth in the Merger Agreement and the Stock Purchase Agreement; provided, however, that in the event that any Holder or the Claimant had discovered prior to the Effective Time that any representation or warranty made by Purchaser or Merger Sub was incorrect or inaccurate, and in the Per Claim Threshold event that the Holders and the Deductible Amount Claimant elected to conclude the Merger or the stock purchase, then the closing of either the Merger or the stock purchase by the Holders and the Claimant shall constitute a waiver by the Holders and the Claimant of any claims for the breach of such representation or warranty as a result of such inaccuracy or incorrectness. The foregoing proviso shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Partiesidentified on attached Schedule 2.4(f) (other than a Fundamental Representationthe “Identified Matters”) once which are matters known to Purchaser, Merger Sub and the aggregate dollar amount Holders and which matters Purchaser acknowledges are covered by the indemnification obligations of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled Purchaser under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Article 2.

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and untilNotwithstanding any provision herein to the contrary, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party no Purchaser Indemnitee shall be liable for entitled to indemnification pursuant to this Article XIII unless and until the aggregate amount of all Damages with respect for which all Purchaser Indemnitees are entitled to claims indemnification pursuant to this Article XIII exceeds $4,000,000 (the “Threshold Amount”), at which time the Purchaser Indemnitees shall be entitled to indemnification only to the extent all Damages for which all Purchaser Indemnitees are entitled to indemnification pursuant to this Article XIII exceed the Threshold Amount, (ii) the aggregate amount of Damages for which all Purchaser Indemnitees are entitled to indemnification pursuant to this Article XIII shall not exceed, in the Indemnified Parties indemnifiable hereunder aggregate, an amount equal to (taking into account x) 8,000,000 multiplied by (y) the Per Claim ThresholdClosing Stock Price (the “Indemnification Cap”) and (iii) in no event shall any Company Principal Shareholder be liable for any Damages in excess of such Company Principal Shareholder’s Applicable Percentage of the Deductible AmountMerger Consideration. Notwithstanding the foregoing, all claims for indemnification by the Purchaser Indemnitees pursuant to this Article XIII shall be reduced by the amount of any insurance proceeds or tax benefits received by the Purchaser Indemnitees. In the event that any such insurance proceeds are actually realized by an indemnified party subsequent to the receipt by such indemnified party of an indemnification payment hereunder in respect of the claims to which such insurance proceeds relate, appropriate refunds shall be made promptly regarding the amount of such indemnification payment. (ab) each Indemnified Party Notwithstanding any provision herein to the contrary, (i) no Seller Indemnitee shall be entitled to recover forindemnification pursuant to this Article XIII unless and until the aggregate amount of all Damages for which all Seller Indemnitees are entitled to indemnification pursuant to this Article XIII exceeds the Threshold Amount, at which time the Seller Indemnitees shall be entitled to indemnification only to the extent all Damages for which all Seller Indemnitees are entitled to indemnification pursuant to this Article XIII exceeds the Threshold Amount and (ii) the Per Claim Threshold and the Deductible Amount aggregate amount of Damages for which all Seller Indemnitees are entitled to indemnification pursuant to this Article XIII shall not exceed, in the aggregate, an amount equal to the Indemnification Cap. Notwithstanding the foregoing, all claims for indemnification by the Seller Indemnitees pursuant to this Article XIII shall be reduced by the amount of any insurance proceeds or tax benefits received by the Seller Indemnitees. In the event that any such insurance proceeds are actually realized by an indemnified party subsequent to the receipt by such indemnified party of an indemnification payment hereunder in respect of the claims to which such insurance proceeds relate, appropriate refunds shall be made promptly regarding the amount of such indemnification payment. Notwithstanding the foregoing, the provisions of this Section 13.4(b) do not apply to any claim for indemnification arising out of, or relating to, any and all claims breach or payments made violation of any covenant or agreement contained in Article I hereof, Section 6.6 hereof or Article XII hereof. No Seller Indemnitee shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representation, warranties, covenants or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth agreements contained in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Agreement.

Limitations on Amount. Neither Party will have liability (a) Buyer shall not assert, and Sellers shall not be liable for, any claim pursuant to SECTION 10.2(a) of this Agreement unless and until the amount of Damages incurred or sustained by Buyer with respect to any individual matter exceeds US$150,000, or the aggregate of such claims exceeds $500,000, and thereafter Buyer shall be entitled to indemnity from Sellers hereunder only with respect to such amounts in excess of US$500,000. Notwithstanding anything in this Agreement to the contrary, Sellers' maximum aggregate obligation to Buyer pursuant to this SECTION 10.5 for any claims made pursuant to SECTION 10.2(a) of this Agreement shall not exceed US$5,000,000. Claims made with respect to the matters described in clause representations and warranties made by Sellers IN SECTION 2.4 (aFinancial Statements), SECTION 2.5 (Title to Properties; Encumbrances), SECTION 2,6 (Taxes) and SECTION 10.7 are not subject to this SECTION 10.5. (b) The liability of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, Sellers under this SECTION 10.5 shall be offset dollar for dollar by: (i) any insurance proceeds received or recoverable by Buyer or the individual claim or series Acquired Companies after the Closing in respect of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and item of indemnifiable damages involved; (ii) in any other recovery made or recoverable by Buyer or the case Acquired Companies from any third party on account of Seller Parties, the aggregate amount item of all claims indemnifiable damages involved; (iii) any tax benefit realizable by Buyer or any affiliate of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] on account of the Upfront Fee item of indemnifiable damages involved; (iv) any amount already reserved on the “Deductible Amount”), in which case Closing Balance Sheet; and (v) any adjustment to the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims Purchase Price on account of the Indemnified Parties item of indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)damages involved.

Limitations on Amount. Neither Party will (a) 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) Sellers shall have no liability with respect to claims for indemnification by the matters described in clause Purchaser Indemnified Persons, and Purchaser shall have no liability with respect to claims for indemnification by the Seller Indemnified Persons, until (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (ionly to the extent that) the individual claim or series total of related all Damages with respect to claims giving rise for indemnification under this Agreement and/or under the Strawberry Shortcake Transaction Agreement, in the aggregate, exceed an amount equal to any Damages exceeds [***] (the “Per Claim ThresholdBasket”), which amount shall be treated as a deductible for purposes of this Article VIII. (c) and (ii) in In no event shall the Purchaser Indemnified Persons or Seller Indemnified Persons, as the case may be, be entitled to recover Damages from the other in excess of Seller Parties, the aggregate an amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds equal to [***] of in the Upfront Fee aggregate with respect to claims for indemnification under this Agreement and/or under the Strawberry Shortcake Transaction Agreement (the “Deductible AmountCap”), in which case provided that the Indemnifying Party Cap shall be liable reduced from time to time to reflect payments for indemnification for which the aggregate amount Cap applies. *** Confidential treatment has been requested for redacted portions of all this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (d) The Purchaser Indemnified Persons’ right to indemnification shall be reduced to the extent that the subject matter of any claim is covered by and payable pursuant to any insurance policy, warranty or indemnification from a Third Party. (e) No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing or (ii) any Damages with respect to claims any matter if and to the extent such matter was included in the calculation of the Working Capital Adjustment pursuant to Section 3.2. (f) Subject to Section 10.10, and except with respect to any claim for fraud, the remedies provided in this Article VIII shall be exclusive and shall preclude other remedies that may be available to Sellers, Purchaser, the Seller Indemnified Parties indemnifiable hereunder Persons or the Purchaser Indemnified Persons. (taking into account g) Notwithstanding anything in this Section 8.5 to the Per Claim Thresholdcontrary, neither the Basket nor the Cap shall apply to Damages arising out of or related to (i) in excess breaches by any Seller of the Deductible Amount. Notwithstanding the foregoingany Fundamental Rep, (aii) each matters covered by Section 8.1(b), Section 8.2 or Section 8.3(b) or (iii) actual fraud; provided, however, that in no event shall the Purchaser Indemnified Party shall Persons be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification Damages from Sellers with respect to the matters described in clause the immediately preceding clauses (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)i) and (yii) the Additional Cap Amount (in an aggregate amount, together with each Buyer Indemnified Party being entitled to receive its pro rata portion all other claims for Damages paid or payable under this Article VIII, in excess of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)Purchase Price.