Common use of Limitations on Claims Clause in Contracts

Limitations on Claims. In addition to the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement: (i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition (a) Neither Party shall have any obligation to indemnify the other Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to this Article 11 equal or exceed one percent (1%) of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the limitations on indemnification extent they are in excess of the Deductible; provided that, the Deductible shall not apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty, or (ii) any breach of Seller’s covenant set forth in Section 9(a5.09, or (iii) abovefraud. (b) Neither Party shall have any obligation to indemnify the other Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification in the aggregate of less than Fifty Thousand Dollars ($50,000); provided that, such threshold shall not apply to Losses resulting from, arising out of or relating to any breach of Seller’s covenant set forth in Section 5.09. (c) The aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twenty percent (20%) of the Purchase Price (the “Cap”); provided that, the Employer Cap shall not be obligated apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty (ii) any breach of Seller’s covenant set forth in Section 5.09, or (iii) fraud. (d) The amount of any claim pursuant to this Agreement: (i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to Article 11 will be reduced by the Board; amount of any insurance proceeds actually recovered (less the cost to collect the proceeds of such insurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) and the amount of any Tax benefit (ii) which for this purpose means any reduction in cash Taxes payable that would otherwise be due or the event receipt of a claim for indemnification or payment refund of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received Taxes by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such ProceedingIndemnified Parties, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation each case only with respect to the advancement taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of expenses such claim or the facts or events giving rise to Executive such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in connection with any Proceeding instituted by Executive an amount equal to enforce or interpret this Agreementsuch Tax benefit; provided, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving that such payment shall not exceed the enforcement amount of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Companyindemnity payment. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition (a) An Indemnifying Party shall have no obligation to indemnify an Indemnified Party until the limitations on aggregate amount of all Losses incurred that are subject to indemnification set forth in Section 9(a) above, the Employer shall not be obligated by such Indemnifying Party pursuant to this Agreement: Article 6 equal or exceed [***] of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible; provided that the Deductible shall not apply to Losses resulting from, arising out of or relating to (i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; any Fraudulent Action or (ii) in the event a claim for indemnification or payment matters referenced on Schedule 6.01(b). (b) The aggregate liability of expenses (including attorneys’ fees) made the Seller Indemnifying Parties and the Purchaser Indemnifying Parties under this Agreement is not paid Article 6 resulting from any claims under any breaches of representations or warranties herein and in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in partany certificates delivered pursuant hereto, shall be entitled limited to an amount equal to [***] of the Purchase Price (the “Cap”); provided that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any Fraudulent Action or (ii) a breach of the Seller Fundamental Representations; provided, further, that the aggregate liability of the Seller Indemnifying Parties resulting from the Seller Fundamental Representations plus any other Losses resulting from any claims under breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be paid limited to an amount equal to the expense Purchase Price. For the avoidance of prosecuting such claim, including attorneys’ fees. In any such actiondoubt, the Employer shall have foregoing limitation will not apply to Losses resulting from, arising out of or relating to (i) any breach of any covenant, agreement or obligation made herein or any certificate delivered pursuant hereto or (ii) the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreementmatters referenced on Schedule 6.01(b). (iic) To indemnify Executive The amount of any claim pursuant to this Article 6 will be reduced by the amount of any insurance proceeds actually recovered (less the cost to collect the proceeds of such insurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) and the amount of any Tax benefit (which for this purpose means any expenses incurred reduction in cash Taxes payable that would otherwise be due or the receipt of a refund of Taxes by Executive the Indemnified Parties (or, in the case of an Indemnified Party that is either a disregarded entity, partnership or other pass-through entity for U.S. federal income tax purposes, the ultimate taxpayer(s) with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceedingentity), in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation each case only with respect to the advancement taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of expenses such claim or the facts or events giving rise to Executive such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in connection with any Proceeding instituted by Executive an amount equal to enforce or interpret this Agreement, as such Tax benefit; provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving that such payment shall not exceed the enforcement amount of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Companyindemnity payment. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition to the limitations on indemnification set forth in Section 9(a10(a) above, the Employer shall not be obligated pursuant to this Agreement: (i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii10(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c10(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 910) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition to the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement: (i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ ' fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ ' fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s 's right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s 's obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition (a) Neither the Optionee nor the Optionor shall be entitled to make a claim if the Optionee or the Optionor, as applicable, has been advised in writing or otherwise has actual knowledge prior to the limitations on indemnification set forth in Section 9(aTransfer Date of the inaccuracy, non-performance, non-fulfillment or breach which is the basis for such claim and the Optionee or the Optionor, as applicable, completes the transactions hereunder notwithstanding such inaccuracy, non-performance, non-fulfillment or breach. (b) aboveThe amount of any damages which may be claimed by the Optionee or the Optionor, the Employer shall not be obligated as applicable, pursuant to this Agreementa claim shall be calculated to be the cost or loss to the Optionee or the Optionor, as applicable, after giving effect to: (i) To indemnify any insurance proceeds available to the Optionee or advance expenses the Optionor, as applicable, in relation to Executive with respect to a Proceeding initiated by Executivethe matter which is the subject of the claim, except (i) for Proceedings authorized or consented to by the Board; or and (ii) in the event value of any related, determinable tax benefits realized, or to be realized within a claim for indemnification two year period following the date of incurring such cost or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received loss, by the EmployerOptionee or the Optionor, Executive may file suit as applicable, in relation to recover the unpaid amount matter which is the subject of such claim and, if successful in whole or in part, the claim. (c) Neither the Optionee nor the Optionor shall be entitled to be paid make any claim until the expense aggregate amount of prosecuting such claimall damages, including attorneys’ fees. In any such actionlosses, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any liabilities and expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce the Optionee or interpret this Agreementthe Optionor, unless Executive is successful in establishing Executive’s right to indemnification in such Proceedingas applicable, in whole or in part; provided, however, that nothing as a result of all misrepresentations and breaches of warranties contained in this Section 9(d)(iiAgreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby, after taking into account paragraph (b) of this section, is intended equal to limit $10,000. After the Employer’s obligation with respect aggregate amount of such damages, losses, liabilities and expenses incurred by the Optionee or the Optionor, as applicable, exceeds $10,000, the Optionee or the Optionor, as applicable, shall only be entitled to make claims to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreementextent that such aggregate amount, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of after taking into account the provisions of this Agreement paragraph (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(bb) of the Securities Exchange Act of 1934this section, as amended, any similar successor statute, or similar provisions of state statutory law or common lawexceeds $10,000.

Limitations on Claims. In addition (a) Neither Party shall have any obligation to indemnify the limitations on other Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement: Article 11 equal or exceed one percent (1%) of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible; provided that, the Deductible shall not apply to Losses resulting from, arising out of or relating to (i) To indemnify any willful breach of any representation or advance expenses to Executive with respect to a Proceeding initiated by Executivewarranty, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreementfraud. (iib) To Neither Party shall have any obligation to indemnify Executive for the other Indemnified Party in connection with any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce single item or interpret this Agreement, unless Executive is successful group of related items that result in establishing Executive’s right Losses that are subject to indemnification in the aggregate of less than Fifty Thousand Dollars ($50,000). (c) The aggregate liability of the Indemnifying Parties under this Article 11 resulting from any claims under any Missing Material Contract and breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twenty percent (20%) of the Purchase Price (the “Cap”); provided that, the Cap shall not apply to Losses resulting from, arising out of or relating to any willful breach of any representation or warranty or fraud. (d) The amount of any claim pursuant to this Article 11 will be reduced by the amount of any insurance proceeds actually recovered (less the cost to collect the proceeds of such Proceedinginsurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) and the amount of any Tax benefit (which for this purpose means any reduction in cash Taxes payable that would otherwise be due or the receipt of a refund of Taxes by the Indemnified Parties, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation each case only with respect to the advancement taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of expenses such claim or the facts or events giving rise to Executive such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in connection with any Proceeding instituted by Executive an amount equal to enforce or interpret this Agreementsuch Tax benefit; provided, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving that such payment shall not exceed the enforcement amount of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Companyindemnity payment. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition (a) Neither Party shall have any obligation to indemnify the limitations on other Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement: Article 11 equals or exceeds two percent (2%) of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible; provided that, the Deductible shall not apply to Losses resulting from, arising out of or relating to (i) To indemnify any willful breach of any representation or advance expenses to Executive with respect to a Proceeding initiated by Executivewarranty, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreementfraud. (iib) To Neither Party shall have any obligation to indemnify Executive for the other Indemnified Party in connection with any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce single item or interpret this Agreement, unless Executive is successful group of related items that result in establishing Executive’s right Losses that are subject to indemnification in the aggregate of less than One Hundred Thousand Dollars ($100,000). (c) Except as otherwise provided in Section 11.04(d), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve and one half percent (12.5%) of the Purchase Price (the “Cap”); provided that, the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraud; and, provided further, that the Cap shall not apply to Purchaser’s payment obligation under Section 2.02. (d) The amount of any claim pursuant to this Article 11 will be reduced by the amount of any insurance proceeds actually recovered (less the cost to collect the proceeds of such Proceedinginsurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) and the amount of any Tax benefit (which for this purpose means any reduction in cash Taxes payable that would otherwise be due or the receipt of a refund of Taxes by the Indemnified Parties, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation each case only with respect to the advancement taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of expenses such claim or the facts or events giving rise to Executive such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in connection with any Proceeding instituted by Executive an amount equal to enforce or interpret this Agreement, as such Tax benefit; provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving that such payment shall not exceed the enforcement amount of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Companyindemnity payment. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition to Notwithstanding the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreementforegoing: (i) To indemnify or advance expenses With respect to Executive any claim seeking recovery of any Loss under Section 8.2(a)(i)(A) above (other than with respect to any claims arising from breach of a Proceeding initiated by Executive, except Company Fundamental Representation or any Intentional Fraud or willful misconduct): (iA) no Holder will have any liability for Proceedings authorized or consented to by any such Loss until the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid aggregate amount of all such claim and, if successful in whole or in part, Losses exceeds an amount equal to $594,997.50 (the “Basket”) (after which the Parent Indemnified Persons shall be entitled to be paid indemnified only for the expense amount of prosecuting such claim, including attorneys’ fees. In their Losses that exceed the Basket); and (B) the Holders will not have any Liability for any such actionLoss to the extent that the aggregate amount of all such Losses for which Holders have liability exceeds the Indemnification Hold-Back Cash Amount and the Indemnification Hold-Back Share Value, and the Employer Offset Right shall have be the burden first source of proving that Executive was not recovery for such Losses. (ii) No Parent Indemnified Person shall be entitled to recover any Losses under this ARTICLE VIII to the requested extent the amount of such Losses has actually been recovered by 83 such Parent Indemnified Person from a Person other than another Party to this Agreement or any other Parent Indemnified Person. (iii) The Parent Indemnified Persons shall not be entitled to indemnification with respect to any Losses as a result of or based upon or arising from any claim or Liability to the extent such claim or Liability is taken into account in determining the amount of any adjustment to the Upfront Purchase Price in accordance with Section 2.18. (iv) If any Indemnifying Party makes any indemnification payment pursuant to this ARTICLE VIII or otherwise by reason of the transactions contemplated hereby under any theory of recovery, such Indemnifying Party shall be subrogated, to the extent of such payment and to the extent permitted by applicable Law, to any rights and remedies of the Indemnified Person to recoup such amounts from third parties with respect to the matters giving rise to indemnification hereunder. Notwithstanding anything in this Agreement to the contrary, however, no Holder shall be subrogated to any rights or remedies, or otherwise make any claim against any member of the Company Group or any other Parent Indemnified Person (regardless of the facts or the kind of Loss at issue), and each Consenting Holder, by virtue of adopting this Agreement and approving the Transactions (including the Mergers) and the execution of a Written Consent and Joinder Agreement or Support Agreement, as applicable, expressly waives any right of subrogation, contribution, advancement, indemnification or payment other claim against any member of expenses the Company Group or any other Parent Indemnified Person with respect to any indemnification obligation or any other liability to which such Consenting Holder may become subject under applicable law or in connection with this Agreement. (iiv) To indemnify Executive Notwithstanding anything to the contrary in this Agreement (and without limiting the other limitations set forth herein), the maximum aggregate amount of all Losses for any expenses incurred which a Consenting Holder shall be liable pursuant to this Agreement shall be the amount of the Final Purchase Price actually received by Executive such Consenting Holder (with respect Stock Consideration Shares (other than the Indemnification Hold-Back Shares) deemed, for this purpose, to any Proceeding instituted by Executive have a per share value equal to enforce or interpret this Agreementthe Merger Consideration Share Price, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in partand the Indemnification Hold-Back Shares valued at the Indemnification Hold-Back Shares Value); provided, however, that nothing (1) such limit shall not apply to any Consenting Holder in this Section 9(d)(iithe instance of any Intentional Fraud or willful misconduct of such Consenting Holder or any Person affiliated with such Consenting Holder who has served as an officer, director, employee or consultant of any member of the Company Group and (2) is intended to limit the Employer’s obligation with respect to any claim seeking recovery of any Loss under the advancement Company Fundamental IP Representations, the maximum aggregate amount of expenses all Losses for which a Consenting Holder shall be liable pursuant to Executive in connection this Agreement shall be [*] of the amount of the Final Purchase Price actually received by such Consenting Holder (with Stock Consideration Shares (other than the Indemnification Hold-Back Shares) deemed, for this purpose, to have a per share value equal to the Merger Consideration Share Price, and the Indemnification Hold-Back Shares valued at the Indemnification Hold-Back Shares Value). (vi) Notwithstanding any Proceeding instituted by Executive to enforce or interpret other provision of this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided no event will any Consenting Holder be liable for in this Section 9) or any other employmentConsenting Holder’s breach of such other Consenting Holder’s representations, severance or compensation plan or agreement that Executive may be a party towarranties, covenants, or beneficiary ofagreements contained in any Written 84 Consent and Joinder Agreement, with the Employer Support Agreement, Letter of Transmittal, Employment Documents or any other Company. (iv) To indemnify Executive on account of any proceeding with respect ancillary agreement hereto to which final judgment such other Consenting Holder is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common lawa party.

Limitations on Claims. In addition (a) Neither Party shall have any obligation to indemnify the limitations on other Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement: Article 11 equal or exceed one percent (1%) of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible; provided that, the Deductible shall not apply to Losses resulting from, arising out of or relating to (i) To indemnify any willful breach of any representation or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; warranty or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreementfraud. (iib) To Neither Party shall have any obligation to indemnify Executive for the other Indemnified Party in connection with any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce single item or interpret this Agreement, unless Executive is successful group of related items that result in establishing Executive’s right Losses that are subject to indemnification in the aggregate of less than Fifty Thousand Dollars ($50,000). (c) The aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twenty percent (20%) of the Purchase Price (the “Cap”); provided that, the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraud. (d) The amount of any claim pursuant to this Article 11 will be reduced by the amount of any insurance proceeds actually recovered (less the cost to collect the proceeds of such Proceedinginsurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) and the amount of any Tax benefit (which for this purpose means any reduction in cash Taxes payable that would otherwise be due or the receipt of a refund of Taxes by the Indemnified Parties, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation each case only with respect to the advancement taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of expenses such claim or the facts or events giving rise to Executive such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in connection with any Proceeding instituted by Executive an amount equal to enforce or interpret this Agreementsuch Tax benefit; provided, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving that such payment shall not exceed the enforcement amount of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Companyindemnity payment. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition (a) An Indemnifying Party shall have no obligation to indemnify an Indemnified Party until the limitations on aggregate amount of all Losses incurred that are subject to indemnification set forth in Section 9(a) above, the Employer shall not be obligated by such Indemnifying Party pursuant to this Agreement:Article 6 equal or exceed [***] of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible; provided that, the Deductible shall not apply to Losses resulting from, arising out of or relating to [***]. (ib) To Neither Party shall have any obligation to indemnify the other Indemnified Party in connection with any single item or advance expenses group of related items that result in Losses that are subject to Executive indemnification in the aggregate of less than [***]. (c) The aggregate liability of the Seller Indemnifying Parties and the Purchaser Indemnifying Parties under this Article 6 resulting from any claims under any breaches of representations or warranties herein and in any certificates delivered pursuant hereto, shall be limited to an amount equal to [***] of the Purchase Price (the “Cap”); provided that, the Cap shall not apply to Losses resulting from, arising out of or relating to [***]. (d) The amount of any claim pursuant to this Article 6 will be reduced by the amount of any insurance proceeds actually recovered (less the cost to collect the proceeds of such insurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) and the amount of any Tax benefit (which for this purpose means any reduction in cash Taxes payable that would otherwise be due or the receipt of a refund of Taxes by the Indemnified Parties (or, in the case of an Indemnified Party that is either a disregarded entity, partnership or other pass-through entity for U.S. federal income tax purposes, the ultimate taxpayer(s) with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceedingentity), in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation each case only with respect to the advancement taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of expenses such claim or the facts or events giving rise to Executive such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in connection with any Proceeding instituted by Executive an amount equal to enforce or interpret this Agreementsuch Tax benefit; provided, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving that such payment shall not exceed the enforcement amount of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Companyindemnity payment. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition to Notwithstanding the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreementforegoing: (i) To indemnify or advance expenses With respect to Executive any claim seeking recovery of any Loss under Section 9.2(a)(i) above (other than with respect to a Proceeding initiated by Executiveany claims arising from any intentional fraud or willful misconduct): (A) no Holder will have any liability for any such Loss until the aggregate amount of all such Losses exceeds an amount equal to $375,000.00 (the “Deductible”) (in which case the Buyer Indemnified Persons shall only be entitled to seek compensation for all Losses in excess of the Deductible); and (B) the Holders will not have any Liability for any such Loss to the extent that the aggregate amount of all such Losses for which Holders have liability exceeds (x) the Indemnification Cap, except in the case of Losses recoverable under Section 9.2(a)(i)(A) and Section 9.2(a)(i)(C), or (iy) for Proceedings authorized or consented the Indemnification Cap as Supplemented (i.e., recourse to by the Board; or Indemnification Hold-Back Amount and half of the aggregate potential of the Milestone Amounts through exercise of the Offset Right), in the case of Losses recoverable under Section 9.2(a)(i)(B). (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, No Buyer Indemnified Person shall be entitled to recover any Losses under this Article IX to the extent the amount of such Losses has actually been recovered by such Buyer Indemnified Person from a Person other than another Party to this Agreement, and each Buyer Indemnified Person shall, to the extent applicable, use commercially reasonable efforts to seek indemnification or other redress pursuant to the terms of any Contract to which the Company or Buyer is a party and by which such Person has the right to seek indemnification from any third party. (iii) The Buyer Indemnified Persons shall not be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to indemnification with respect to any Losses as a result of or based upon or arising from any claim or Liability to the requested extent such claim or Liability is taken into account in determining the amount of any adjustment to the Upfront Purchase Price in accordance with Section 2.11. (iv) If any Indemnifying Party makes any indemnification payment pursuant to this Article IX or otherwise by reason of the transactions contemplated hereby under any theory of recovery, such Indemnifying Party shall be subrogated, to the extent of such payment and to the extent permitted by applicable Law, to any rights and remedies of the Indemnified Person to recoup such amounts from third parties with respect to the matters giving rise to indemnification hereunder. Notwithstanding anything in this Agreement to the contrary, however, no Holder shall be subrogated to any rights or remedies, or otherwise make any claim against the Company or any other Buyer Indemnified Person (regardless of the facts or the kind of Loss at issue), and each Seller and Participating Optionholder (by virtue of the execution and delivery of an Option Cancellation and Joinder Agreement) expressly waives any right of subrogation, contribution, advancement, indemnification or payment of expenses other claim against the Company or any other Buyer Indemnified Person with respect to any indemnification obligation or any other liability to which such Seller or Participating Optionholder may become subject under applicable law or in connection with this Agreement. (iiv) To indemnify Executive The maximum amount of Losses for which a Seller or Participating Optionholder shall be liable pursuant to this Agreement shall be the amount of the Total Purchase Price actually received by such Seller or Participating Optionholder (with shares of Buyer’s Common Stock deemed, for this purpose, to have a value (x) for the Upfront Stock Consideration Shares equal to the Trailing Average Share Price calculated as of the Determination Date, (y) for the shares of Buyer’s Common Stock issuable on the Indemnification Hold-Back Payment Date as contemplated by Section 2.1(b)(iv) equal to the Trailing Average Share Price calculated as of the Determination Date and (z) for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executiveshares of Buyer’s right to indemnification in Common Stock issued upon a Milestone Date the Trailing Average Share Price calculated as of such Proceeding, in whole or in partMilestone Date); provided, however, that nothing such limit shall not apply to any Seller or Participating Optionholder in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement instance of expenses to Executive in connection any intentional fraud or willful misconduct of such Seller or Participating Optionholder or any Person affiliated with any Proceeding instituted by Executive to enforce Seller or interpret this AgreementParticipating Optionholder who has served as an officer, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings director, employee or claims involving the enforcement consultant of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition 6.1 The definitions and rules of interpretation in this clause apply in this Agreement. CLAIM: a claim for breach of any of the Warranties or as set forth in Clauses 7.2(a), (b), (c) or (d) or a loss under Clause 3.2. SUBSTANTIATED CLAIM: a Claim in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal. CLAIM FOR LOSSES IN RESPECT OF DISCLOSED LEGAL PROCEEDINGS: a Claim as to Disclosed Legal Proceedings shall be a Claim made pursuant to Clause 6.8. A Claim is CONNECTED with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event or relate to the same subject matter. 6.2 The provisions of this Agreement set out the limitations on indemnification set forth Claims that may be made against the Sellers and these limitations replace and exclude any and all other recourse to which the Buyer may be entitled, in Section 9(alaw or otherwise, against the Sellers, their personnel, their advisers and their consultants, except for fraud or intentional misconduct ("bedrog / dol"). 6.3 The Sellers' liability is subject to the following restrictions and limitations: (a) abovein relation to Claims and any Claims for Losses in respect of Disclosed Legal Proceedings, the Employer liability of the Sellers is not joint and several so that they shall not each only be obligated pursuant liable for a proportion of the total liability in respect of Claims, Substantiated Claims and any Claim for Losses in respect of Disclosed Legal Proceedings and all other matters arising under and in relation to this AgreementAgreement equal to the proportion of the total number of Shares owned by each of them; (b) the Sellers give no Warranties as to the future profitability of the Company. Without prejudice to Warranties given by the Sellers in respect of historic performance of obligations by Third Parties owed to the Company or to Bulkinvest under contracts that such Third Parties have signed with the Company or with Bulkinvest, the Sellers give no Warranties and none of the Sellers shall have any liability at all (as the Buyer hereby acknowledges and agrees) in respect of and/or resulting from: (i) To indemnify future performance or advance expenses default by Third Parties of their obligations under contracts that they have signed with the Company or with Bulkinvest, and losses or failure to Executive with respect receive anticipated income resulting from failure by Third Parties to a Proceeding initiated by Executiveperform, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, their obligations under contracts that they have signed with the Company or with Bulkinvest, provided that the Sellers represent and warrant that they have no actual knowledge of any fact or circumstance that could reasonably be expected to have a material adverse effect on the near term future operations of the Company, and, provided further that there shall be entitled to be paid excluded from this representation and warranty any industry-wide matter which affects the expense Business as a result of prosecuting factors which also generally affect other companies which carry out similar businesses, such claimas changes in shipping rates; or (ii) actual results of performance by the Company or Bulkinvest of their obligations under contracts that they have signed, including attorneys’ fees. In any even if those are different from those estimated by the Company, it being understood and agreed that such actionestimates and the assumptions on which they have been based are all only estimates made in good faith by the Company in the normal conduct of the Business for its own internal management purposes and not as financial projections on which the Buyer may rely, (c) Except as set forth in Clause 6.8, the Employer Sellers shall have the burden not be liable in respect of proving that Executive was not entitled any Claim to the requested indemnification or payment of expenses under applicable law or extent that such Claim: (i) relates to any matter specifically and fully disclosed in the Accounts, or (ii) has otherwise been fully disclosed in the annexes to this Agreement. (ii) To indemnify Executive 6.5 Except as set forth in Clause 6.8 and except for any expenses incurred Claim pursuant to Clause 7.2(c), the Sellers are not liable for a Claim unless the Buyer has given the Sellers notice in writing of the Claim, summarising the nature of the Claim as far as it is known to the Buyer and the amount claimed, within the period of twenty four (24) months after the Completion Date. 6.6 The Sellers shall not be liable for a Claim: (a) unless the amount of a Substantiated Claim, or of a series of connected Substantiated Claims of which that Substantiated Claim is one, exceeds $25,000; (b) unless the amount of all Substantiated Claims that are not otherwise excluded, when taken together, exceeds $50,000, in which case the whole amount (and not just the amount by Executive with which the limit in this clause 6.6(b) is exceeded) is recoverable by the Buyer; and (c) if and to the extent that the aggregate liability of the Sellers for Substantiated Claims shall exceed $20,000,000. 6.7 In relation to the conduct of Claims and any Claim for Losses in respect of Disclosed Legal Proceedings, to any Proceeding instituted the extent that these involve bringing or continuing proceedings against third parties or defending claims from third parties, the Sellers may arrange for all such actions to be taken in the name of the Company and/or Bulkinvest and, if the Sellers determine to do this, then the Buyer shall procure that everything is done by Executive the Company and/or Bulkinvest so as to enforce or interpret enable this Agreementto be done. If the Sellers do not exercise such right then the Buyer shall procure that such action is taken and, unless Executive is successful in establishing Executive’s such case, the Sellers shall have the right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement be kept informed of the provisions conduct of this Agreement (other than as otherwise specifically provided for such proceedings but the manner in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may which those proceedings are to be a party to, or beneficiary of, with conducted shall be determined by the Employer or any other CompanyBuyer. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition (a) Neither the Purchaser nor the Vendor shall be entitled to make a claim if the Purchaser or the Vendor, as applicable, has been advised in writing or otherwise has actual knowledge prior to the limitations on indemnification set forth in Section 9(aTransfer Date of the inaccuracy, non-performance, non-fulfillment or breach which is the basis for such claim and the Purchaser or the Vendor, as applicable, completes the transactions hereunder notwithstanding such inaccuracy, non-performance, non-fulfillment or breach. (b) aboveThe amount of any damages which may be claimed by the Purchaser or the Vendor, the Employer shall not be obligated as applicable, pursuant to this Agreementa claim shall be calculated to be the cost or loss to the Purchaser or the Vendor, as applicable, after giving effect to: (i) To indemnify any insurance proceeds available to the Purchaser or advance expenses the Vendor, as applicable, in relation to Executive with respect to a Proceeding initiated by Executivethe matter which is the subject of the claim, except (i) for Proceedings authorized or consented to by the Board; or and (ii) in the event value of any related, determinable tax benefits realized, or to be realized within a claim for indemnification two year period following the date of incurring such cost or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received loss, by the EmployerPurchaser or the Vendor, Executive may file suit as applicable, in relation to recover the unpaid amount matter which is the subject of such claim and, if successful in whole or in part, the claim. (c) Neither the Purchaser nor the Vendor shall be entitled to be paid make any claim until the expense aggregate amount of prosecuting such claimall damages, including attorneys’ fees. In any such actionlosses, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any liabilities and expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce the Purchaser or interpret this Agreementthe Vendor, unless Executive is successful in establishing Executive’s right to indemnification in such Proceedingas applicable, in whole or in part; provided, however, that nothing as a result of all misrepresentations and breaches of warranties contained in this Section 9(d)(iiAgreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby, after taking into account paragraph (b) of this section, is intended equal to limit $10,000. After the Employer’s obligation with respect aggregate amount of such damages, losses, liabilities and expenses incurred by the Purchaser or the Vendor, as applicable, exceeds $10,000, the Purchaser or the Vendor, as applicable, shall only be entitled to make claims to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreementextent that such aggregate amount, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of after taking into account the provisions of this Agreement paragraph (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(bb) of the Securities Exchange Act of 1934this section, as amended, any similar successor statute, or similar provisions of state statutory law or common lawexceeds $10,000.

Limitations on Claims. In addition to the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement: (i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition (a) An Indemnifying Party shall have no obligation to indemnify an Indemnified Party until the limitations on aggregate amount of all Losses incurred that are subject to indemnification set forth in Section 9(a) above, the Employer shall not be obligated by such Indemnifying Party pursuant to this Agreement: Article 6 equal or exceed [***] of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible; provided that the Deductible shall not apply to Losses resulting from, arising out of or relating to (i) To indemnify any Fraudulent Action, (ii) the matters referenced on Schedule 6.01, or advance expenses (iii) a breach of any Fundamental Representations. (b) The aggregate liability of the Seller Indemnifying Parties and the Purchaser Indemnifying Parties under this Article 6 resulting from any claims under any breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to Executive with respect an amount equal to a Proceeding initiated by Executive[***] of the Purchase Price (the “Cap”); provided that the Cap shall not apply to Losses resulting from, except arising out of or relating to: (i) for Proceedings authorized or consented to by the Board; any Fraudulent Action or (ii) a breach of the Fundamental Representations; provided further that the aggregate liability of the Seller Indemnifying Parties or the Purchaser Indemnifying Parties, as applicable, resulting from breaches of representations or warranties (including Fundamental Representations), covenants, agreements or obligations made in this Agreement or in any certificates delivered pursuant hereto (including, for the event a avoidance of doubt, in respect of the matters referenced on Schedule 6.01), shall be limited to an amount equal to the Purchase Price. (c) The amount of any claim for pursuant to this Article 6 will be reduced by the amount of (i) any actual recovery under insurance policies that provide coverage, (ii) any actual recovery of reimbursement, indemnification or payment from any third Person, and (iii) the amount of expenses any Tax benefit (including attorneys’ fees) made under which for this Agreement is not paid purpose means any reduction in full within sixty (60) days after cash Taxes payable that would otherwise be due or the receipt of a written claim therefor has been received refund of Taxes by the EmployerIndemnified Parties (or, Executive may file suit to recover in the unpaid amount case of such claim andan Indemnified Party that is either a disregarded entity, if successful in whole partnership or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such actionother pass-through entity for U.S. federal income tax purposes, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (iiultimate taxpayer(s) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceedingentity), in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation each case only with respect to the advancement taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of expenses such claim or the facts or events giving rise to Executive such indemnity obligation. If the Indemnified Party realizes such payment or Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in connection with any Proceeding instituted by Executive an amount equal to enforce such payment or interpret this Agreement, as Tax benefit; provided in Section 9(c) abovethat such payment shall not exceed the amount of the indemnity payment. (iiid) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions Notwithstanding any provision of this Agreement (other than to the contrary, neither Purchaser nor Seller shall be obligated to indemnify any Seller Indemnified Party or Purchaser Indemnified Party, as otherwise specifically provided applicable, for any Losses to the extent such Loss, or the economic effect of the event or circumstance giving rise to such Loss, is accounted for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) determination of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common lawAdjusted Purchase Price pursuant to the Adjusted Purchase Price Model.

Limitations on Claims. In addition (a) Neither the Purchaser nor the Vendor shall be entitled to make a claim if the Purchaser or the Vendor, as applicable, has been advised in writing or otherwise has actual knowledge prior to the limitations on indemnification set forth in Section 9(aTransfer Date of the inaccuracy, non-performance, non-fulfillment or breach which is the basis for such claim and the Purchaser or the Vendor, as applicable, completes the transactions hereunder notwithstanding such inaccuracy, non-performance, non-fulfillment or breach. (b) aboveThe amount of any damages which may be claimed by the Purchaser or the Vendor, the Employer shall not be obligated as applicable, pursuant to this Agreementa claim shall be calculated to be the cost or loss to the Purchaser or the Vendor, as applicable, after giving effect to: (i) To indemnify any insurance proceeds available to the Purchaser or advance expenses the Vendor, as applicable, in relation to Executive with respect to a Proceeding initiated by Executivethe matter which is the subject of the claim, except (i) for Proceedings authorized or consented to by the Board; or and (ii) the value of any related, determinable tax benefits realized, or to be realized within a two year period following the date of incurring such cost or loss, by the Purchaser or the Vendor, as applicable, in relation to the event matter which is the subject of the claim. (c) The Purchaser or the Vendor, as applicable, shall not be entitled to make any claim until the aggregate amount of all damages, losses, liabilities and expenses incurred by the Purchaser or the Vendor, as applicable, as a claim for indemnification or payment result of expenses (including attorneys’ fees) made under all misrepresentations and breaches of warranties contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby, after taking into account paragraph (b) of this section, is not paid in full within sixty (60) days after a written claim therefor has been received by equal to $10,000. After the Employer, Executive may file suit to recover the unpaid aggregate amount of such claim anddamages, if successful in whole losses, liabilities and expenses incurred by the Purchaser or in partthe Vendor, as applicable, exceeds $10,000, the Purchaser or the Vendor, as applicable, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreementmake claims hereunder. (iid) To indemnify Executive for The aggregate liability of any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect indemnifying party to the advancement of expenses other party will be limited to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving $3,000,000 plus the enforcement amount of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) reasonable legal costs of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common lawindemnified party.

Limitations on Claims. In addition to Notwithstanding the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreementforegoing: (i) To indemnify With respect to any claim seeking recovery of any Loss under Section 9.2(a)(i)(A) above (i.e., any breach of any of the representations or advance expenses to Executive warranties (other than the Seller Fundamental Representations) made by the Sellers in this Agreement or made by the Sellers in any certificate delivered by or on behalf of the Sellers pursuant hereto), other than with respect to a Proceeding initiated by Executive, any claims arising from any Intentional Fraud: (A) No Seller will have any liability for any such Loss until the aggregate amount of all such Losses exceeds an amount equal to $100,000 (the “Deductible”) (in which case the Buyer Indemnified Persons shall only be entitled to indemnification for Losses in excess of the Deductible); and (B) The Sellers will not have any Liability for any such Loss except (i) for Proceedings authorized or consented pursuant to by the Board; or Offset Right. (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, No Buyer Indemnified Person shall be entitled to recover any Losses under this Article IX to the extent the amount of such Losses has actually been recovered by such Buyer Indemnified Person from a Person other than another Party to this Agreement, and each Buyer Indemnified Person shall, to the extent applicable, use commercially reasonable efforts to seek indemnification or other redress pursuant to the terms of any Contract to which the Company or Buyer is a party and by which such Person has the right to seek indemnification from any third party. (iii) The Buyer Indemnified Persons shall not be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to indemnification with respect to any Losses as a result of or based upon or arising from any claim or Liability to the requested extent such claim or Liability is taken into account in determining the amount of any adjustment to the Upfront Purchase Price in accordance with Section 2.7. (iv) If any Indemnifying Party makes any indemnification payment pursuant to this Article IX or otherwise by reason of the transactions contemplated hereby under any theory of recovery, such Indemnifying Party shall be subrogated, to the extent of such payment and to the extent permitted by applicable Law, to any rights and remedies of the Indemnified Person to recoup such amounts from third parties with respect to the matters giving rise to indemnification hereunder. Notwithstanding anything in this Agreement to the contrary, however, no Seller shall be subrogated to any rights or remedies, or otherwise make any claim against the Company or any other Buyer Indemnified Person (regardless of the facts or the kind of Loss at issue), and each Seller expressly waives any right of subrogation, contribution, advancement, indemnification or payment of expenses other claim against the Company or any other Buyer Indemnified Person with respect to any indemnification obligation or any other liability to which such Seller may become subject under applicable law or in connection with this Agreement. (v) The aggregate amount of all Losses for which a Seller shall be liable pursuant to this Agreement shall be (i) the amount of the Total Purchase Price actually received by such Seller (with shares of Buyer Common Stock deemed, for this purpose, to have a value (x) for the Upfront Stock Consideration Shares and the Indemnification Hold-Back Shares equal to the Trailing Average Share Price calculated as of the Agreement Date and (y) for any shares of Buyer’s Common Stock issued upon an Earnout Date the Trailing Average Share Price calculated as of such Earnout Date) and (ii) To indemnify Executive for any expenses incurred by Executive subject to the preceding clause (i), with respect to any Proceeding instituted Losses in excess of the Indemnification Hold-Back Shares or otherwise subject to the Offset Right, such Seller’s pro rata share thereof based on the proportion of the Total Purchase Price received by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in partSeller; provided, however, that nothing such limit shall not apply to any Seller in this Section 9(d)(ii) is intended to limit the Employer’s obligation instance of any Intentional Fraud of such Seller or any Person affiliated with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce such Seller who has served as an officer, director, employee or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement consultant of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition to the limitations on indemnification set forth in Section 9(a10.9(a) above, the Employer shall not be obligated pursuant to this Agreement: (i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the BoardBoard of Directors of the Employer; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii10.9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c10.9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 910.9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition (a) Neither Party shall have any obligation to indemnify the limitations on other Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement:Article 11 equal or exceed one percent (1%) of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible; (b) Neither Party shall have any obligation to indemnify the other Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification in the aggregate of less than Fifty Thousand Dollars ($50,000). (c) The aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twenty percent (20%) of the Purchase Price (the “Cap”); provided that, the Cap shall not apply to Losses resulting from, arising out of or relating to (i) To indemnify any willful breach of any representation or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; warranty or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreementfraud. (iid) To indemnify Executive The amount of any claim pursuant to this Article 11 will be reduced by the amount of any insurance proceeds actually recovered (less the cost to collect the proceeds of such insurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) and the amount of any Tax benefit (which for this purpose means any expenses incurred reduction in cash Taxes payable that would otherwise be due or the receipt of a refund of Taxes by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceedingthe Indemnified Parties, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation each case only with respect to the advancement taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of expenses such claim or the facts or events giving rise to Executive such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in connection with any Proceeding instituted by Executive an amount equal to enforce or interpret this Agreementsuch Tax benefit; provided, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving that such payment shall not exceed the enforcement amount of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Companyindemnity payment. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition the event that any of the Purchaser Indemnified Parties sustains any liability, loss, damage or expense which is covered by a Seller’s indemnification under this Agreement, such person’s sole remedy shall be to offset the same against any amount payable to such Seller under this Agreement in connection with the Second, Third or Final Closing, subject to the limitations on notice requirements set forth above and the escrow requirements set forth below, it being acknowledged hereunder that under no circumstances shall Purchaser have any claim to recover the Initial Payment or any other payment after such payment has been made to Sellers. In the event there is a dispute between the Purchaser Indemnified Parties and the indemnifying parties regarding the proper amount of the indemnification being sought, then (i) Purchaser shall institute an arbitration proceeding (pursuant to Article 9(k) below) for the determination by an arbitrator of the proper amount of such indemnification, (ii) Purchaser shall deliver the entire Second, Third or Final Payment, as the case may be, to an escrow holder (to be agreed upon by the parties) who shall hold such amounts in escrow pending the conclusion of the proceeding, and (iii) the Second, Third or Final Closing, as the case may be, shall be delayed until the conclusion of such arbitration proceeding and Sellers receive such payments to be made to them as determined by the arbitrator. The indemnification set forth is this Article 7 shall be the exclusive remedy of the Sellers, Casual and Purchaser for claims described in Section 9(aArticle 7(a) above, and (b). No liability for any claim shall be allowed against any indemnifying party unless notice of the Employer shall not be obligated pursuant claim is given to this Agreement: (i) To indemnify the indemnifying party on or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by before the Board; or (ii) in Final Closing. In the event a claim for indemnification or payment that any of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled Purchaser Indemnified Parties seeks to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses indemnified under applicable law or this Agreement. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than Article 7 as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account result of any proceeding with respect loss or expense of Casual, such loss or expense giving rise to which final judgment is rendered against Executive the indemnity claim shall be disregarded solely for payment or an accounting purposes of profits arising from calculating the purchase or sale by Executive EBITDA of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common lawCasual under Article 1 above.

Limitations on Claims. In addition to the limitations on indemnification set forth in Section 9(a(a) above, the Employer The Shareholders shall not be obligated pursuant liable for any Claim whatsoever and howsoever arising unless they receive from the Buyer written notice containing details of the Claim including the Buyer's estimate (on a without prejudice basis) of the amount of such Claim; (i) on or before the second anniversary of Closing in the case of a Claim other than Claims relating to Tax (ii) on or before the sixth anniversary of the end of the accounting reference period of the Company in which Closing occurs in the case of a Claim for breach of any of the Representations in relation to tax or the indemnities contained in the Tax Deed. (b) The Buyer shall have no right to recover in respect of any breach of any of the Representations unless and until the aggregate liability of the Shareholders in respect of breach of Representations exceeds #100,000 but if such aggregate liability should exceed that sum, the Shareholders shall be liable for only the excess over that amount. (c) The aggregate amount of liability of the Shareholders for all Claims shall not exceed US$4,000,000. (d) The Shareholders shall not be liable for any breach of any of the Representations if and to the extent that the fact matter event or circumstances giving rise to such breach was fully and fairly disclosed in the Disclosure Letter. (e) No Claim shall lie against the Shareholder in respect of any matter arising as a result of any change in the law or of any change in the rates or principles of taxation subsequent to Closing. (f) The Shareholder shall not be liable for any Claim in respect of any fact matter event or circumstances to the extent that specific allowance provision or reserve has been made for such specific fact matter event or circumstances in the Last Accounts. (g) The Shareholders shall not be liable in respect of any Claim to the extent that the Claim would not have arisen but for any act matter or (h) A breach of this Agreement:Agreement which is capable of remedy shall not entitle the Buyer to compensation except and to the extent that the Shareholder is given written notice of such breach and following such notice such breach remains unremedied at the expiry of 50 days following the date upon which such notice is served. (i) To indemnify If the Shareholder pays the Buyer any amount or advance expenses releases Common Stock in the Buyer to Executive with respect it in discharge of any Claim and if the Buyer or any member of the Buyer's Group subsequently recovers from a third party (including any tax authority) a sum which is directly referable to a Proceeding initiated by Executive, except the subject matter of the Claim the Buyer shall repay to the Shareholders: (i) for Proceedings authorized or consented an amount equal to the sum recovered from the third party less any reasonable costs of recovery incurred by the BoardBuyer or the member of the Buyer's Group as a direct result of recovering same and any tax suffered on the receipt or; or (ii) in if the event a claim for indemnification or payment of expenses figure resulting under paragraph (including attorneys’ feesi) made under this Agreement above is not greater than the amount paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit Shareholder to recover the unpaid Buyer or the relevant member of the Buyer's Group in respect of the relevant Claim such lesser amount of such claim and, if successful in whole or in part, as shall have been so paid by the Shareholder. (j) The Buyer agrees that it shall not be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled recover damages or obtain payment reimbursement restitution or indemnity to the requested indemnification or payment extent that it has already recovered such sum pursuant to any other provision of expenses under applicable law or this Agreement. (k) If the Buyer becomes aware of any third party Claim potential Claim matter or event (hereinafter a "Third Party Claim") which might lead to a Claim being made the Buyer: (i) shall procure that notice thereof is given to the Shareholders; (ii) To indemnify Executive for shall not make (or as appropriate shall procure that no member of the Buyer's Group shall make) any expenses incurred by Executive admission liability agreement or compromise with respect any person body or authority in relation to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in partThird Party Claim without prior consultation with the Shareholders; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings shall take (or claims involving the enforcement as appropriate shall procure that any relevant member of the provisions of this Agreement (other than Buyer's Group shall take) such action as otherwise specifically provided for in this Section 9) the Shareholders may reasonable request to avoid, dispute, resist, appeal, compromise or defend such Third Party Claim, potential Claim, matter or event or any other employment, severance adjudication in respect thereof provided that such action does not prejudice the goodwill or compensation plan or agreement that Executive may be a party to, or beneficiary of, with conduct of the Employer business of the Company or any other Group Company. (ivl) To indemnify Executive Nothing in this Clause 3.31 shall in any way restrict or limit the general obligation in law on account the Buyer to mitigate any loss or damage which it may suffer in consequence of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from breach by the purchase or sale by Executive of securities in violation of Section 16(b) Shareholders of the Securities Exchange Act terms of 1934this Agreement. (m) The limitations contained in this Clause 3.31 shall not apply to representations and warranties contained in Clauses 3.1 (Authority and No Conflict), as amended3.2 (Validity), any similar successor statute, or similar provisions of state statutory law or common law3.3 (Due Organisation) and 3.4 (Capitalization).

Limitations on Claims. In addition (a) An Indemnifying Party shall have no obligation to indemnify an Indemnified Party until the limitations on aggregate amount of all Losses incurred that are subject to indemnification set forth in Section 9(a) above, the Employer shall not be obligated by such Indemnifying Party pursuant to this Agreement: Article 11 equal or exceed one percent (1%) of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible; provided that, the Deductible shall not apply to Losses resulting from, arising out of or relating to (i) To indemnify any willful breach of any representation or advance expenses to Executive with respect to a Proceeding initiated by Executivewarranty, except (i) for Proceedings authorized or consented to by the Board; or (ii) fraud or (iii) a breach of any representation or warranty made by Seller in this Agreement resulting from any failure of the Project Company to comply with applicable Law regarding the provision of security to the Project’s construction contractor. (b) Neither Party shall have any obligation to indemnify the other Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification in the event aggregate of less than Fifty Thousand Dollars ($50,000) (the “Claim Threshold”); provided, that the Claim Threshold shall not apply to Losses resulting from, arising out of or relating to a claim for indemnification breach of any representation or payment warranty made by Seller in this Agreement resulting from any failure of expenses the Project Company to comply with applicable Law regarding the provision of security to the Project’s construction contractor. (including attorneys’ feesc) made The aggregate liability of the Seller Indemnifying Parties and the Purchaser Indemnifying Parties under this Agreement is not paid Article 11 resulting from any claims under any breaches of representations or warranties herein and in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in partany certificates delivered pursuant hereto, shall be entitled limited to be paid an amount equal to twenty percent (20%) of the expense of prosecuting such claim, including attorneys’ fees. In any such actionPurchase Price (the “Cap”); provided that, the Employer Cap shall have the burden not apply to Losses resulting from, arising out of proving that Executive was not entitled or relating to the requested indemnification any willful breach of any representation or payment of expenses under applicable law warranty or this Agreementfraud. (iid) To indemnify Executive The amount of any claim pursuant to this Article 11 will be reduced by the amount of any insurance proceeds actually recovered (less the cost to collect the proceeds of such insurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) and the amount of any Tax benefit (which for this purpose means any expenses incurred reduction in cash Taxes payable that would otherwise be due or the receipt of a refund of Taxes by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceedingthe Indemnified Parties, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation each case only with respect to the advancement taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of expenses such claim or the facts or events giving rise to Executive such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in connection with any Proceeding instituted by Executive an amount equal to enforce or interpret this Agreementsuch Tax benefit; provided, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving that such payment shall not exceed the enforcement amount of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Companyindemnity payment. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition to the limitations on indemnification set forth in Section 9(a13(a) above, the Employer Company shall not be obligated pursuant to this Agreement: (i) To indemnify or advance expenses to Executive Employee with respect to a Proceeding initiated by ExecutiveEmployee, except (iA) for Proceedings authorized or consented to by the Board; or (iiB) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the EmployerCompany, Executive Employee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer Company shall have the burden of proving that Executive Employee was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive Employee for any expenses incurred by Executive Employee with respect to any Proceeding instituted by Executive Employee to enforce or interpret this Agreement, unless Executive Employee is successful in establishing ExecutiveEmployee’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii13(d)(ii) is intended to limit the EmployerCompany’s obligation with respect to the advancement of expenses to Executive Employee in connection with any Proceeding instituted by Executive Employee to enforce or interpret this Agreement, as provided in Section 9(c13(c) above. (iii) To indemnify Executive Employee in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 913) or any other employment, severance or compensation plan or agreement that Executive Employee may be a party to, or beneficiary of, with the Employer Company or any other CompanyAffiliate. (iv) To indemnify Executive Employee on account of any proceeding with respect to which final judgment is rendered against Executive Employee for payment or an accounting of profits arising from the purchase or sale by Executive Employee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition (a) Notwithstanding anything contained in this Agreement to the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement: contrary: (i) To indemnify neither party shall be liable for any amounts for which an indemnified party is otherwise entitled to indemnification in connection with the breach or advance expenses inaccuracy of any representation or warranty or any breach of a covenant contained in Article 7 or 8 hereof until the aggregate amount for which such indemnified party is entitled to Executive indemnification with respect to all such claims for indemnification in the aggregate exceed $25,000 (the "Threshold"), at which time such party shall be liable for any such excess, and (ii) nor shall a Proceeding initiated by Executive, except party indemnifying another party hereto be required to make indemnification in connection with the breach or inaccuracy of any representation or warranty or any breach of a covenant contained in Article 7 or 8 to the extent indemnification payments with respect to all such claims for indemnification would exceed the Purchase Price (the "Maximum Indemnification Amount"). The Threshold and Maximum Indemnification Amount shall not apply as to any claims related to (i) for Proceedings authorized or consented to by the Board; or Taxes, (ii) in the event a claim for indemnification or payment of expenses claims brought by third parties (including attorneys’ feesEmployees as described in Section 11.1(g)), (iii) made claims relating to the Leased Premises pursuant to Section 11.4, (iv) any claims for the out-of-balance condition of Accounts purchased hereunder which are not in proof and fully reconciled, and (v) a final, nonappealable judgment of a court of competent jurisdiction that the Seller or the Buyer has committed (y) fraud or intentional misrepresentation against the Buyer with respect to the transactions contemplated under this Agreement is not paid in full within sixty Agreement, or (60z) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount willful and intentional breach of such claim and, if successful in whole or in part, shall be entitled to be paid the expense any material provision of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (iib) To The respective obligations of the parties to indemnify Executive for in connection with the breach or inaccuracy of any expenses incurred by Executive with respect representation or warranty or any breach of a covenant contained in Article 7 or 8 hereof shall expire: two (2) years after the Closing Date as to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in claims solely between the parties hereto which are not brought within such Proceeding, in whole or in parttime period; provided, however, that nothing in this such expiration shall not apply to claims relating to the Leased Premises pursuant to Section 9(d)(ii) is intended to limit the Employer’s obligation 11.4 hereof; and provided, further, with respect to the advancement of expenses to Executive in connection with any Proceeding instituted claims involving Taxes and all claims brought by Executive to enforce or interpret this Agreement, third parties (including Employees as provided described in Section 9(c) above11.1(g)), the obligation to indemnify shall survive the expiration of any applicable statute of limitations or the period of time in which such a claim may be asserted under common law; and provided, further, that the respective indemnification obligations of the parties hereunder shall not expire with respect to any claim brought within such specified time periods until the indemnification obligation, if any, with respect to such claim shall have been finally determined and paid. (iiic) To indemnify Executive in connection with proceedings With respect to Damages that result from or claims involving arise out of events, acts, omissions, conduct or course of conduct of a continuous nature occurring both before and after the enforcement Closing Date, the indemnification obligations of the provisions Seller and the Buyer under this Article 13 shall be allocated based on the relative fault of this Agreement (other than as otherwise specifically provided for the Seller and the Buyer in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Companyrelation to such Damages. (ivd) To indemnify Executive on account of If any proceeding claim shall be made or action brought with respect to which final judgment is rendered against Executive for a matter referred to in this Article 13, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party liable therefor hereunder (the "Indemnifying Party"), in writing, setting forth the particulars of such claim or action, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to it. No such claim or action shall be settled by the Indemnifying Party without the Indemnified Party's prior written consent; provided, however, that the Indemnified Party shall not unreasonably withhold its consent to any proposed settlement if: (i) such proposed settlement involves only the payment or an accounting of profits arising from money and (ii) the purchase or sale by Executive of securities in violation of Section 16(b) Indemnifying Party demonstrates to the reasonable satisfaction of the Securities Exchange Act Indemnified Party that it is able to pay the amount of 1934such settlement and all related expenses. The Indemnifying Party will not settle any claim, action, suit or proceeding that would give rise to the Indemnified Party's liability under its indemnity unless such settlement includes as amendedan unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party from all liability with respect to such claim, action, suit or proceeding, in form and substance reasonably satisfactory to the Indemnified Party and its counsel. If the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party within a reasonable time after such notice of commencement of any similar successor statutesuch action, or similar provisions then legal and other expenses, including the reasonable fees and expenses of state statutory law or common lawcounsel, incurred by the Indemnified Party shall be borne by the Indemnifying Party.

Limitations on Claims. In addition to Notwithstanding the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreementforegoing: (i) To indemnify or advance expenses With respect to Executive any claim seeking recovery of any Loss under Section 8.2(a)(i)(A) above (other than with respect to a Proceeding initiated by Executiveany claims arising from any Intentional Fraud): (A) no Holder will have any liability for any such Loss until the aggregate amount of all such Losses exceeds an amount equal to $350,000 (the “Basket”) (in which case the Parent Indemnified Persons shall be entitled thereafter to be indemnified for Losses only to the extent such Losses exceed, except on an aggregate basis, the Basket amount); and (iB) the Holders will not have any Liability for Proceedings authorized or consented any such Loss to by the Board; or extent that the aggregate amount of all such Losses for which Holders have liability exceeds the remedies available to the Parent Indemnified Persons through the Offset Right (i.e., recourse to the Indemnification Hold-Back Cash Amount and the Indemnification Hold-Back Shares). (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, No Parent Indemnified Person shall be entitled to recover any Losses under this ARTICLE VIII to the extent the amount of such Losses has actually been recovered by such Parent Indemnified Person from a Person other than another Party to this Agreement, and each Parent Indemnified Person shall, to the extent applicable, use commercially reasonable efforts to seek indemnification or other redress pursuant to the terms of any Contract to which the Company or Parent is a party and by which such Person has the right to seek indemnification from any third party. (iii) The Parent Indemnified Persons shall not be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to indemnification with respect to any Losses as a result of or based upon or arising from any claim or Liability to the requested extent such claim or Liability is taken into account in determining the amount of any adjustment to the Upfront Purchase Price in accordance with Section 2.18. (iv) If any Indemnifying Party makes any indemnification payment pursuant to this ARTICLE VIII or otherwise by reason of the transactions contemplated hereby under any theory of recovery, such Indemnifying Party shall be subrogated, to the extent of such payment and to the extent permitted by applicable Law, to any rights and remedies of the Indemnified Party to recoup such amounts from third parties with respect to the matters giving rise to indemnification hereunder. Notwithstanding anything in this Agreement to the contrary, however, except with respect to claims to the extent actually covered by the D&O Tail Policy, no Holder shall be subrogated to any rights or remedies, or otherwise make any claim against the Company or any other Parent Indemnified Person (regardless of the facts or the kind of Loss at issue), and each Consenting Holder, by virtue of adopting this Agreement and approving the Transactions (including the Mergers) and the execution of a Written Consent and Joinder Agreement, expressly waives any right of subrogation, contribution, advancement, indemnification or payment of expenses other claim against the Company or any other Parent Indemnified Person with respect to any indemnification obligation or any other liability to which such Consenting Holder may become subject under applicable law or in connection with this Agreement. (iiv) To indemnify Executive for any expenses incurred by Executive with respect Subject to any Proceeding instituted by Executive to enforce or interpret the other limitations set forth in this Agreement, unless Executive is successful in establishing Executive’s right the aggregate amount of all Losses for which a Consenting Holder shall be liable pursuant to indemnification in this Agreement shall be the amount of the Final Purchase Price actually received by such ProceedingConsenting Holder (with Stock Consideration Shares deemed, in whole or in part; providedfor this purpose, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect have a per share value equal to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) aboveMerger Consideration Share Price). (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition The Seller’s liability for any Claim for a breach of Seller Warranty (other than the Title and Capacity Warranties, Importing Warranty, Import GST Warranty) and Locked Box Warranties) is reduced to the limitations on indemnification extent that: (a) the subject matter of any Claim is specifically and individually provided for in the Accounts and where such provisions are set forth out in Section 9(aSchedule 13; (b) aboveany amount the subject of a Claim is recovered under an insurance policy; Share Sale and Purchase Agreement | 35 (c) any payment in respect of a Claim is the subject of any Tax allowance, credit, deduction, exemption, rebate relief or set-off in favour of either Sale Company, the Employer shall not be obligated pursuant Buyer or any Buyer Group Member; (d) it results from any act, omission, arrangement or transaction after Completion by the Buyer or any Buyer Group Member (except to the extent that such act, omission, arrangement or transaction by the Buyer or any Buyer Group Member relates to the rectification or resolution of any non-compliance (or similar) relating to the period prior to Completion); (e) anything causing the Claim is capable of remedy and is remedied by the Seller (at Seller’s cost) within 30 Business Days after the Seller received the notice of that Claim under clause 10.12; (f) the Claim, or the relevant part of it, is for Consequential Loss; (g) it results from any change (whether applying retrospectively or not) after the date of this Agreement:document to the Laws or the interpretation of any Laws; (h) it results from any change (whether applying retrospectively or not) after the date of this document to any accounting or Taxation policy, basis or practice of any Sale Company introduced or having effect after Completion, except if such change is implemented to comply with Law applying during the period prior to Completion; (i) To indemnify anything causing the Claim entitles either Sale Company, the Buyer or advance expenses Buyer Group Member to Executive with respect any credit, recovery or benefit to a Proceeding initiated by Executivethe extent that credit, except (i) for Proceedings authorized recovery or consented to benefit is actually received or realised by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this AgreementBuyer. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

Limitations on Claims. In addition (a) An Indemnifying Party shall have no obligation to indemnify an Indemnified Party until the limitations on aggregate amount of all Losses incurred that are subject to indemnification set forth in Section 9(a) above, the Employer shall not be obligated by such Indemnifying Party pursuant to this Agreement: Article 11 equal or exceed [***] of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible; provided that, (i) To the Deductible shall not apply to Losses resulting from, arising out of or relating to [***]. (b) Neither Party shall have any obligation to indemnify the other Indemnified Party in connection with any single item or advance expenses group of related items that result in Losses that are subject to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; or (ii) indemnification in the event a claim for indemnification or payment aggregate of expenses less than [***]. (including attorneys’ feesc) made The aggregate liability of the Seller and the Purchaser under this Agreement is not paid Article 11 resulting from any claims under any breaches of representations or warranties herein and in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in partany certificates delivered pursuant hereto, shall be entitled limited to be paid an amount equal [***] of the expense of prosecuting such claim, including attorneys’ fees. In any such actionPurchase Price (the “Cap”); provided that, the Employer Cap (A) shall have the burden not apply to Losses resulting from, arising out of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreementrelating [***]. (iid) To indemnify Executive The amount of any claim pursuant to this Article 11 will be reduced by the amount of any insurance proceeds or other cash settlement or recovery actually recovered (less the cost to collect the proceeds of such insurance or other recovery and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) and the amount of any Tax benefit (which for this purpose means any expenses incurred reduction in cash Taxes payable that would otherwise be due or the receipt of a refund of Taxes by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceedingthe Indemnified Parties, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation each case only with respect to the advancement taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of expenses such claim or the facts or events giving rise to Executive such indemnity obligation. If the Indemnified Party receives such insurance proceeds or other cash settlement or recovery or realizes such Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in connection with any Proceeding instituted by Executive an amount equal to enforce or interpret this Agreementsuch Tax benefit; provided, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving that such payment shall not exceed the enforcement amount of the provisions of this Agreement (indemnity payment. The Indemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or other than as otherwise specifically provided for in this Section 9) cash settlement or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Companyrecovery. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.