Common use of Limitations on Claims for Indemnification Clause in Contracts

Limitations on Claims for Indemnification. (i) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Parent under this Article VI shall be the exclusive remedy of the Parent with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders contained in this Agreement. (iii) The Parent shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder by the Parent pursuant to Section 1.5 above. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Parent collectively exceeds the Damages Threshold and then, if such aggregate Damages Threshold is reached, the Company Stockholders shall only be entitled to recover for Damages in excess of such Damages Threshold.

Limitations on Claims for Indemnification. (ia) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages under this arising out of a misrepresentation or breach of warranty set forth in Article VI II unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such Damages Thresholdrespective threshold; and in no event shall any Indemnifying Stockholder be liable under this Article VI for an aggregate amount, whether paid in cash or in shares of Parent Common Stock, greater than the product of the number of Escrow Shares held on account of such Indemnifying Stockholder, pursuant to Section 1.5 above, multiplied by the Value. For purposes of the preceding sentence, each Escrow Share delivered by a party in payment of his or its obligations under this Article VI shall be valued at the Value. (iib) The Escrow Agreement is intended to secure the indemnification obligations of the Indemnifying Stockholders under this Agreement and shall be the exclusive means for the Parent to collect any Damages under this Article VI for which it is entitled to indemnification under this Article VI. (c) Except with respect to claims based on fraud or willful misconductfraud, after the Closing, the rights of the Indemnifying Stockholders and the Parent under this Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnifying Stockholders and the Parent with respect to claims resulting from or relating under Section 6.1. (d) No Indemnifying Stockholder shall have any right of contribution against the Surviving Corporation with respect to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders contained in this Agreement. (iii) of any of its representations, warranties, covenants or agreements. The amount of Damages recoverable by Parent shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder by the Parent pursuant to Section 1.5 above. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless with respect to an indemnity claim shall be reduced by (i) any proceeds received by Parent with respect to the Damages to which such indemnity claim relates, from an insurance carrier and until (ii) the aggregate amount of all any tax savings actually realized by Parent, for the tax year in which such Damages paid or payable by the Parent collectively exceeds are incurred, which are clearly attributable to the Damages Threshold and then, if to which such aggregate Damages Threshold is reached, indemnity claim relates (net of any increased tax liability which may result from the Company Stockholders shall only be entitled receipt of the indemnity payment or any insurance proceeds relating to recover for Damages in excess of such Damages ThresholdDamages).

Limitations on Claims for Indemnification. (i) Notwithstanding anything to the contrary herein, the Parent Pubco shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders Members collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent Pubco shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Parent Pubco under this Article VI shall be the exclusive remedy of the Parent Pubco with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by Raditaz or the Company Stockholders Majority Holder contained in this Agreement. (iii) The Parent Except as provided in the next sentence, Pubco shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder Member under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder Member by the Parent Pubco pursuant to Section 1.5 1.7(b) above. Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by Raditaz in connection with this Agreement, the foregoing right shall be the exclusive remedy of Pubco to satisfy any Damages that it is entitled to recover from any Indemnifying Member under this Article VI. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders Raditaz Members shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Parent Pubco collectively exceeds the Damages Threshold and then, if such aggregate Damages Threshold is reached, the Company Stockholders Raditaz Members shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of Raditaz Members under this Article VI shall be the exclusive remedy of Raditaz Members with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by Pubco contained in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by Pubco or its Affiliates in connection with this Agreement, the delivery to a Raditaz Member entitled to indemnification by Pubco under this Article VI of shares of Pubco Common Stock pursuant to Section 1.11 shall be the exclusive means for Raditaz Members to collect any Damages for which they are entitled to indemnification under this Article VI. (c) No Indemnifying Member shall have any right of contribution against the Surviving Corporation with respect to any breach by Raditaz of any of its representations, warranties, covenants or agreements. The amount of Damages recoverable by Pubco under this Article VI with respect to an indemnity claim shall be reduced by (i) any proceeds received by Pubco with respect to the Damages to which such indemnity claim relates, from an insurance carrier and (ii) the amount of any tax savings actually realized by Pubco, for the tax year in which such Damages are incurred, which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment or any insurance proceeds relating to such Damages).

Limitations on Claims for Indemnification. (i) Notwithstanding anything to the contrary herein, the Parent Acquiror shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent Acquiror shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Parent Acquiror under this Article VI shall be the exclusive remedy of the Parent Acquiror with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Acquiree Stockholders contained in this Agreement. (iii) The Parent Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by Acquiree in connection with this Agreement, the foregoing right shall only have be the right exclusive remedy of Acquiror to recover satisfy any Damages to which that it is entitled to recover from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder by the Parent pursuant to Section 1.5 above. (b) (i) Notwithstanding anything to the contrary herein, the Company Acquiree Stockholders shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Parent Acquiror collectively exceeds the Damages Threshold and then, if such aggregate Damages Threshold is reached, the Company Acquiree Stockholders shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of Acquiree Stockholders under this Article VI shall be the exclusive remedy of Acquiree Stockholders with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by Acquiror contained in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by Acquiror or its Affiliates in connection with this Agreement, the delivery to a Acquiree Stockholder entitled to indemnification by Acquiror under this Article VI of shares of Acquiror Common Stock pursuant to Section 1.11 shall be the exclusive means for Acquiree Stockholders to collect any Damages for which they are entitled to indemnification under this Article VI. (c) No Indemnifying Stockholder shall have any right of contribution against the Surviving Corporation with respect to any breach by Acquiree of any of its representations, warranties, covenants or agreements. The amount of Damages recoverable by Acquiror under this Article VI with respect to an indemnity claim shall be reduced by (i) any proceeds received by Acquiror with respect to the Damages to which such indemnity claim relates, from an insurance carrier and (ii) the amount of any tax savings actually realized by Acquiror, for the tax year in which such Damages are incurred, which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment or any insurance proceeds relating to such Damages).

Limitations on Claims for Indemnification. (ia) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages under this arising out of a misrepresentation or breach of warranty set forth in Article VI II unless and until the aggregate of all such Damages paid or payable by the Indemnifying Company Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such Damages Thresholdrespective threshold; and in no event shall any Company Stockholder be liable under this Article VI for an aggregate amount, whether paid in cash or in shares of Parent Common Stock, greater than the product of the number of Escrow Shares held on account of such Company Stockholder, pursuant to Section 1.5 above, multiplied by the Value. For purposes of the preceding sentence, each Escrow Share delivered by a party in payment of his or its obligations under this Article VI shall be valued at the Value. (iib) Except with respect to claims based on fraud or willful misconductfraud, after the Closing, the rights of the Company Stockholders and the Parent under this Article VI and the Escrow Agreement shall be the exclusive remedy of the Company Stockholders and the Parent with respect to claims resulting from or relating under Section 6.1. (c) No Company Stockholder shall have any right of contribution against the Surviving Corporation with respect to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders contained in this Agreement. (iii) of any of its representations, warranties, covenants or agreements. The amount of Damages recoverable by Parent shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder by the Parent pursuant to Section 1.5 above. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless with respect to an indemnity claim shall be reduced by (i) any proceeds received by Parent with respect to the Damages to which such indemnity claim relates from an insurance carrier and until (ii) the aggregate amount of all any tax savings actually realized by Parent, for the tax year in which such Damages paid or payable by the Parent collectively exceeds are incurred, which are clearly attributable to the Damages Threshold and then, if to which such aggregate Damages Threshold is reached, indemnity claim relates (net of any increased tax liability which may result from the Company Stockholders shall only be entitled receipt of the indemnity payment or any insurance proceeds relating to recover for Damages in excess of such Damages ThresholdDamages).

Limitations on Claims for Indemnification. (ia) Notwithstanding anything to the contrary herein, the Parent Party seeking indemnification shall not be entitled to recover, or be indemnified for, Damages under this arising out of a misrepresentation or breach of warranty set forth in Article VI II unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold threshold is reached, the Parent Party seeking indemnification shall only be entitled to recover for Damages in excess of such Damages Threshold; and in no event shall any Indemnifying Stockholder be liable under this Article VI for an aggregate amount greater than $400,000. (iib) Except with respect to claims based on fraud or willful misconductfraud, after the Closing, the rights of the Indemnifying Stockholders and the Parent under this Article VI shall be the exclusive remedy of the Indemnifying Stockholders and the Parent with respect to claims resulting from or relating under Section 6.1. (c) No Indemnifying Stockholder shall have any right of contribution against the Surviving Corporation with respect to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders contained in this Agreement. (iii) of any of its representations, warranties, covenants or agreements. The Parent shall only have the right to recover any amount of Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder recoverable by the Parent pursuant to Section 1.5 above. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders shall not be entitled to recover, or be indemnified for, Damages Party seeking indemnification under this Article VI unless with respect to an indemnity claim shall be reduced by (i) any proceeds received by Party seeking indemnification with respect to the Damages to which such indemnity claim relates, from an insurance carrier and until (ii) the aggregate amount of all any tax savings actually realized by Party seeking indemnification , for the tax year in which such Damages paid or payable by the Parent collectively exceeds are incurred, which are clearly attributable to the Damages Threshold and then, if to which such aggregate Damages Threshold is reached, indemnity claim relates (net of any increased tax liability which may result from the Company Stockholders shall only be entitled receipt of the indemnity payment or any insurance proceeds relating to recover for Damages in excess of such Damages ThresholdDamages).

Limitations on Claims for Indemnification. (i) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Parent under this Article VI shall be the exclusive remedy of the Parent with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders contained in this Agreement. (iii) The Parent shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Shares Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder by the Parent pursuant to Section 1.5 above. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Parent collectively exceeds the Damages Threshold and then, if such aggregate Damages Threshold is reached, the Company Stockholders shall only be entitled to recover for Damages in excess of such Damages Threshold.

Limitations on Claims for Indemnification. (i) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 10,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent indemnified party shall only be entitled to recover for Damages in excess all of such Damages ThresholdDamages. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Parent under this Article VI shall be the exclusive remedy of the Parent such persons with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders contained in this Agreement. (iii) The Parent shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the CCI Indemnification Escrow Agreement, of CCI Indemnification Escrow Shares issued to such Indemnifying Stockholder by the Parent pursuant to Section 1.5 above. (iv) The Company Stockholders or Parent shall only have the right to recover any Damages to which they are entitled from Buyside under this Article VI, in whole or in part, pursuant to a delivery, in the manner set forth in the Buyside Indemnification Escrow Agreement, of Buyside Indemnification Escrow Shares in accordance with Section 1.9 above. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Parent Buyside collectively exceeds the Damages Threshold and then, if such aggregate Damages Threshold is reached, the Company Stockholders shall only be entitled to recover for Damages in excess all of such Damages ThresholdDamages.

Limitations on Claims for Indemnification. (ia) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 100,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) ; and in no event shall any Indemnifying Stockholder be liable under this Article VI for an aggregate amount, whether paid in cash or in shares of Parent Common Stock, greater than the product of the number of 10% of all Parent shares issued to him or her pursuant to Section 1.5 above, multiplied by the Value. For purposes of the preceding sentence, each Parent Share delivered by a party in payment of his, hers or its obligations under this Article VI shall be valued at the Value. Except with respect to claims based on fraud or willful misconductfraud, after the Closing, the rights of the Parent under this Article VI shall be the exclusive remedy of the Parent with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders contained in this Agreement. (iii) The Parent shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder by the Parent pursuant to Section 1.5 above. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Parent collectively exceeds the Damages Threshold and then, if such aggregate Damages Threshold is reached, the Company Stockholders shall only be entitled to recover for Damages in excess of such Damages Threshold; and in no event shall the Parent be liable under this Article VI for an aggregate amount, whether paid in cash or in shares of Parent Common Stock, greater than $500,000. Except with respect to claims based on fraud, after the Closing, the rights of the Company Stockholders under this Article VI shall be the exclusive remedy of the Company Stockholders with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Parent contained in this Agreement. (c) No Indemnifying Stockholder shall have any right of contribution against the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. The amount of Damages recoverable by the Parent under this Article VI with respect to an indemnity claim shall be reduced by (i) any proceeds received by the Parent with respect to the Damages to which such indemnity claim relates, from an insurance carrier and (ii) the amount of any tax savings actually realized by the Parent, for the tax year in which such Damages are incurred, which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment or any insurance proceeds relating to such Damages).

Limitations on Claims for Indemnification. (i) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Parent under this Article VI shall be the exclusive remedy of the Parent with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders contained in this Agreement. (iii) The Except as provided in the next sentence, the Parent shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder by the Parent pursuant to Section 1.5 above. Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by the Parent in connection with this Agreement, the foregoing right shall be the exclusive remedy of the Parent to satisfy any Damages that it is entitled to recover from any Indemnifying Stockholder under this Article VI. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Parent collectively exceeds the Damages Threshold and then, if such aggregate Damages Threshold is reached, the Company Stockholders shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Company Stockholders under this Article VI shall be the exclusive remedy of the Company Stockholders with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Parent contained in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by the Parent or its Affiliates in connection with this Agreement, the delivery to a Company Stockholder entitled to indemnification by the Parent under this Article VI of shares of Parent Common Stock pursuant to Section 1.9 shall be the exclusive means for the Company Stockholders to collect any Damages for which they are entitled to indemnification under this Article VI. (c) No Indemnifying Stockholder shall have any right of contribution against the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. The amount of Damages recoverable by the Parent under this Article VI with respect to an indemnity claim shall be reduced by (i) any proceeds received by the Parent with respect to the Damages to which such indemnity claim relates, from an insurance carrier and (ii) the amount of any tax savings actually realized by the Parent, for the tax year in which such Damages are incurred, which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment or any insurance proceeds relating to such Damages).

Limitations on Claims for Indemnification. (i) Notwithstanding anything to the contrary herein, the Parent Purchaser shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders Members collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent Purchaser shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Parent Purchaser under this Article VI shall be the exclusive remedy of the Parent Purchaser with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders Stockholder contained in this Agreement. (iii) The Parent shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder by the Parent pursuant to Section 1.5 above. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Parent Purchaser collectively exceeds the Damages Threshold and then, if such aggregate Damages Threshold is reached, the Company Stockholders Stockholder shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of Stockholder under this Article VI shall be the exclusive remedy of Stockholder with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by Purchaser contained in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by Purchaser or its Affiliates in connection with this Agreement, the delivery to a Stockholder entitled to indemnification by Purchaser under this Article VI of shares of Purchaser Common Stock valued as set forth in section 6.1 hereof. (c) No Indemnifying Stockholder shall have any right of contribution against the Purchaser or Acquiree after Closing with respect to any breach by Acquiree of any of its representations, warranties, covenants or agreements. The amount of Damages recoverable by Purchaser under this Article VI with respect to an indemnity claim shall be reduced by (i) any proceeds received by Purchaser with respect to the Damages to which such indemnity claim relates, from an insurance carrier and (ii) the amount of any tax savings actually realized by Purchaser, for the tax year in which such Damages are incurred, which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment or any insurance proceeds relating to such Damages).

Limitations on Claims for Indemnification. (i) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Parent under this Article VI shall be the exclusive remedy of the Parent with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders contained in this Agreement. (iii) The Parent shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder by the Parent pursuant to Section 1.5 above. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Parent collectively exceeds the Damages Threshold and then, if such aggregate Damages Threshold is reached, the Company Stockholders shall only be entitled to recover for Damages in excess of such Damages Threshold.

Limitations on Claims for Indemnification. (i) Notwithstanding anything to the contrary herein, the Parent Acquiror shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent Acquiror shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Parent Acquiror under this Article VI shall be the exclusive remedy of the Parent Acquiror with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Acquiree Stockholders contained in this Agreement. (iii) The Parent Except as provided in the next sentence, Acquiror shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder by the Parent Acquiror pursuant to Section 1.5 1.7(b) above. Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by Acquiree in connection with this Agreement, the foregoing right shall be the exclusive remedy of Acquiror to satisfy any Damages that it is entitled to recover from any Indemnifying Stockholder under this Article VI. (b) (i) Notwithstanding anything to the contrary herein, the Company Acquiree Stockholders shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Parent Acquiror collectively exceeds the Damages Threshold and then, if such aggregate Damages Threshold is reached, the Company Acquiree Stockholders shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of Acquiree Stockholders under this Article VI shall be the exclusive remedy of Acquiree Stockholders with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by Acquiror contained in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by Acquiror or its Affiliates in connection with this Agreement, the delivery to a Acquiree Stockholder entitled to indemnification by Acquiror under this Article VI of shares of Acquiror Common Stock pursuant to Section 1.11 shall be the exclusive means for Acquiree Stockholders to collect any Damages for which they are entitled to indemnification under this Article VI. (c) No Indemnifying Stockholder shall have any right of contribution against the Surviving Corporation with respect to any breach by Acquiree of any of its representations, warranties, covenants or agreements. The amount of Damages recoverable by Acquiror under this Article VI with respect to an indemnity claim shall be reduced by (i) any proceeds received by Acquiror with respect to the Damages to which such indemnity claim relates, from an insurance carrier and (ii) the amount of any tax savings actually realized by Acquiror, for the tax year in which such Damages are incurred, which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment or any insurance proceeds relating to such Damages).

Limitations on Claims for Indemnification. (ia) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages under this arising out of a misrepresentation or breach of warranty set forth in Article VI II unless and until the aggregate of all such Damages paid or payable by the Indemnifying Company Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such Damages Thresholdrespective threshold; and in no event shall any Company Stockholder be liable under this Article VI for an aggregate amount, whether paid in cash or in shares of Parent Common Stock, greater than $500,000. (iib) [RESERVED]. (c) Except with respect to claims based on fraud or willful misconductfraud, after the Closing, the rights of the Company Stockholders and the Parent under this Article VI shall be the exclusive remedy of the Company Stockholders and the Parent with respect to claims resulting from or relating under Section 6.1. (d) No Company Stockholder shall have any right of contribution against the Surviving Corporation with respect to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders contained in this Agreement. (iii) of any of its representations, warranties, covenants or agreements. The amount of Damages recoverable by Parent shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to such Indemnifying Stockholder by the Parent pursuant to Section 1.5 above. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless with respect to an indemnity claim shall be reduced by (i) any proceeds received by Parent with respect to the Damages to which such indemnity claim relates, from an insurance carrier and until (ii) the aggregate amount of all any tax savings actually realized by Parent, for the tax year in which such Damages paid or payable by the Parent collectively exceeds are incurred, which are clearly attributable to the Damages Threshold and then, if to which such aggregate Damages Threshold is reached, indemnity claim relates (net of any increased tax liability which may result from the Company Stockholders shall only be entitled receipt of the indemnity payment or any insurance proceeds relating to recover for Damages in excess of such Damages ThresholdDamages).

Limitations on Claims for Indemnification. (i) Notwithstanding anything to the contrary herein, the Parent Buyer shall not be entitled to recover, or be indemnified for, Damages under this Article VI VII unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 100,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent Company shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Parent Buyer under this Article VI VII shall be the exclusive remedy of the Parent Buyer with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders or the Sellers contained in this Agreement. (iii) The Parent shall only have Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by the Company or the Sellers in connection with this Agreement, the Buyer’s sole and exclusive right to recover collect any Damages with respect to which it is entitled claims resulting from or relating to any Indemnifying Stockholder under misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company or the Sellers contained in this Article VI, in whole or in part, Agreement shall be pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, transfer of Indemnification Escrow Shares issued to an aggregate of 1,692,460 shares of Common Stock owned by such Indemnifying Stockholder by Stockholders as of the Parent pursuant Closing Date to Section 1.5 abovethe Buyer. (b) (i) Notwithstanding anything to the contrary herein, No Indemnifying Stockholder shall have any right of contribution against the Company Stockholders shall not be entitled with respect to recoverany breach by the Company of any of its representations, warranties, covenants or be indemnified for, agreements. The amount of Damages recoverable by the Buyer under this Article VI unless and until the aggregate of all such Damages paid or payable VII with respect to an indemnity claim shall be reduced by any proceeds received by the Parent collectively exceeds Buyer with respect to the Damages Threshold and thento which such indemnity claim relates, if such aggregate Damages Threshold is reached, the Company Stockholders shall only be entitled to recover for Damages in excess of such Damages Thresholdfrom an insurance carrier.

Limitations on Claims for Indemnification. (i) Notwithstanding anything to the contrary herein, the Parent Partnerships shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Parent Partnerships under this Article VI shall be the exclusive remedy of the Parent Partnerships with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders Parent or Acquisition Subsidiary contained in this Agreement. (iii) The Parent Except as provided in the next sentence, the Partnerships shall only have the right to recover any Damages to which it is entitled from any - 42 - Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to owned by such Indemnifying Stockholder Stockholder. Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by or on behalf of the Parent pursuant or its Affiliates in connection with this Agreement, the foregoing right shall be the exclusive remedy of the Partnerships to Section 1.5 abovesatisfy any Damages that it is entitled to recover from any Indemnifying Stockholder under this Article VI. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders Buyer shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Parent Partnerships collectively exceeds the Damages Threshold and then, if such aggregate Damages Threshold is reached, the Company Stockholders Buyer shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Buyer under this Article VI shall be the exclusive remedy of the Buyer with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Partnerships contained in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by the Partnerships in connection with this Agreement, the maximum amount that Buyer will be entitled to indemnification by the Partnerships under this Article VI is $50,000, which shall be the exclusive means for the Buyer to seek any remedy under this Article VI. (c) No Indemnifying Stockholder shall have any right of contribution against the Buyer with respect to any breach by the Parent, Acquisition Subsidiary of any of their representations, warranties, covenants or agreements. The amount of Damages recoverable by the Buyer under this Article VI with respect to an indemnity claim shall be reduced by (i) any proceeds received by the Buyer with respect to the Damages to which such indemnity claim relates, from an insurance carrier and (ii) the amount of any tax savings actually realized by the Buyer, for the tax year in which such Damages are incurred, which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment or any insurance proceeds relating to such Damages).

Limitations on Claims for Indemnification. (i) (i) Notwithstanding anything to the contrary herein, the Parent Partnerships shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Parent Partnerships under this Article VI shall be the exclusive remedy of the Parent Partnerships with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders Parent or Acquisition Subsidiary contained in this Agreement. (iii) The Parent Except as provided in the next sentence, the Partnerships shall only have the right to recover any Damages to which it is entitled from any Indemnifying Stockholder under this Article VI, in whole or in part, pursuant to a sale, in the manner set forth in the Indemnification Escrow Agreement, of Indemnification Escrow Shares issued to owned by such Indemnifying Stockholder Stockholder. Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by or on behalf of the Parent pursuant or its Affiliates in connection with this Agreement, the foregoing right shall be the exclusive remedy of the Partnerships to Section 1.5 abovesatisfy any Damages that it is entitled to recover from any Indemnifying Stockholder under this Article VI. (b) (i) Notwithstanding anything to the contrary herein, the Company Stockholders Buyer shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Parent Partnerships collectively exceeds the Damages Threshold and then, if such aggregate Damages Threshold is reached, the Company Stockholders Buyer shall only be entitled to recover for Damages in excess of such Damages Threshold. (ii) Except with respect to claims based on fraud or willful misconduct, after the Closing, the rights of the Buyer under this Article VI shall be the exclusive remedy of the Buyer with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Partnerships contained in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by the Partnerships in connection with this Agreement, the maximum amount that Buyer will be entitled to indemnification by the Partnerships under this Article VI is $50,000, which shall be the exclusive means for the Buyer to seek any remedy under this Article VI. (c) No Indemnifying Stockholder shall have any right of contribution against the Buyer with respect to any breach by the Parent, Acquisition Subsidiary of any of their representations, warranties, covenants or agreements. The amount of Damages recoverable by the Buyer under this Article VI with respect to an indemnity claim shall be reduced by (i) any proceeds received by the Buyer with respect to the Damages to which such indemnity claim relates, from an insurance carrier and (ii) the amount of any tax savings actually realized by the Buyer, for the tax year in which such Damages are incurred, which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment or any insurance proceeds relating to such Damages).