Common use of Limitations on Claims Clause in Contracts

Limitations on Claims. (a) No Party shall have any obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be obligated to pay in full all such Losses (commencing with the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (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 percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraud. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. (a) No An Indemnifying Party shall have any no obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification by such Indemnifying Party pursuant to Section 11.01(a) this Article 6 equal or Section 11.02(a), as applicable, equals or exceeds one percent (1%) exceed [***] of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be obligated liable for Losses only to pay the extent they are in full all such Losses (commencing with excess of the first dollar thereof)Deductible; provided, however, provided that the Deductible shall not apply to Losses resulting from, arising out of or relating to (wi) any breach of the Fundamental RepresentationsFraudulent Action, (xii) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt)matters referenced on Schedule 6.01, or the second sentence of Section 3.03, (yiii) any willful a breach of any representation or warranty or (z) fraudFundamental Representations. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d), the The aggregate liability of the Seller Indemnifying Parties and the Purchaser Indemnifying Parties under this Article 11 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 twelve percent (12%) [***] of the Final Purchase Price (the “Cap”); provided, however, provided that the Cap shall not apply to Losses resulting from, arising out of or relating to to: (i) any Fraudulent Action; or (ii) a breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), ; provided further that the aggregate liability of the Seller Indemnifying Parties under this Article 11 or the Purchaser Indemnifying Parties, as applicable, resulting from Losses covered by Section 11.01(c) breaches of representations or warranties (including Fundamental Representations), covenants, agreements or obligations made in this Agreement or in any certificates delivered pursuant hereto, shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); providedPurchase Price. For the avoidance of doubt, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does the foregoing limitation will not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to the matter referenced as item 2 on Schedule 6.01. (c) The amount of any claim pursuant to this Article 6 will be reduced by the amount of (i) any willful breach of any representation or warranty or actual recovery under insurance policies that provide coverage, (ii) fraudany actual recovery of reimbursement, indemnification or payment from any third Person, and (iii) 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 such entity), in each case only with respect to the taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of such claim or the facts or events giving rise to 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 an amount equal to such payment or Tax benefit; provided that such payment shall not exceed the amount of the indemnity payment. (ed) For purposes Notwithstanding any provision of this Article 11Agreement to the contrary, any inaccuracy in or breach of any representation or warranty neither Purchaser nor Seller shall be determined without regard obligated to indemnify any materialitySeller Indemnified Party or Purchaser Indemnified Party, Material Adverse Effect as applicable, for any Losses to the extent such Loss, or other similar qualification contained in the economic effect of the event or otherwise applicable circumstance giving rise to such representation or warranty. (f) In Loss, is accounted for in the event that any Losses are subject to indemnification determination of the Adjusted Purchase Price pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))Adjusted Purchase Price Model.

Limitations on Claims. (a) No Party Notwithstanding anything to the contrary in this Agreement, indemnification under Section 7.02 shall have any obligation not be available pursuant to indemnify an Indemnified Party this Article VII unless and until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, indemnifiable Damages asserted against Sellers under this Article VII equals or exceeds one percent (1%i) an amount equal to $10,000 resulting from any single Claim or aggregated Claims arising out of the Final Purchase Price same facts, event or circumstances (the “Per Claim Deductible”), and (ii) an amount equal to $100,000 in the aggregate (the “Deductible”) in which event ). Once the Indemnifying Deductible has been exceeded, the Purchaser Indemnified Party shall be obligated entitled to pay in the benefit of the indemnity under Section 7.02 for the full all such Losses (commencing with the first dollar thereof)amount of any Claim; provided, however, that the Per Claim Deductible and the Deductible shall not apply to Losses resulting from, claims for Damages to the extent arising out of, resulting from or incident to any inaccuracy or breaches by Sellers of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and their warranties set forth in Section 3.15 Sections 2.01 (EnvironmentalOrganization of Sellers; Authority and Binding Effect), Section 3.26 2.03 (No DebtCapitalization; Ownership of Shares) and 2.12 (Brokers and Finders), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraud. (b) No Party Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount of indemnifiable Damages that may be recovered with respect to Claims made under Sections 7.02 and 7.04 shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(aequal $3,000,000 (the “Indemnification Cap”), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d)Notwithstanding any other provision of this Agreement to the contrary, 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 neither Party shall be limited required to an amount equal indemnify, hold harmless or otherwise compensate the other Party (or any other Person) for Damages with respect to twelve percent (12%) of the Final Purchase Price (the “Cap”); providedmental or emotional distress or exemplary, howeverconsequential, that the Cap shall not apply to Losses resulting from, arising out of special or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraudpunitive damages. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability The amount of the Indemnifying Parties under this Article 11 resulting from Losses covered any Damages claimed by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a any Purchaser Indemnified Party for hereunder shall be net of any Losses covered by Section 11.01(c) allowances and reserves provided in the Financial Statements or the Closing Balance Sheet that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudspecifically identified with respect thereto. (e) For purposes of this Article 11, any inaccuracy in or breach The amount of any representation or warranty Damages claimed by any Purchaser Indemnified Party hereunder shall be determined without regard to net of any materialityinsurance, Material Adverse Effect indemnity, contribution, Tax benefit or other similar qualification contained payments or recoveries of a like nature with respect thereto actually received by Purchaser, its Affiliates or any of their respective Representatives (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Purchaser Indemnified Party shall reimburse Sellers for such reduction in or otherwise applicable Damages for which such Purchaser Indemnified Party was indemnified prior to the realization of such representation or warrantyreductions of Damages). (f) In Notwithstanding any provision to the contrary contained in this Agreement, in the event that any Losses are subject an Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or prior to indemnification pursuant to both (x) Section 11.01(a) in respect the Closing Date, of a breach of Section 3.15 and (y) Section 11.01(c):a warranty or covenant of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any Damages resulting from or arising out of such claim. (ig) if there occurs If an Indemnified Party recovers Damages from an Indemnifying Party under this Article VII, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party, other than a prohibition on third party with whom the placement Indemnified Party has a material business agreement or arrangement, with respect to such recovered Losses subject to the subrogation rights of CCR or non-CCR waste-streams in an impoundment or closure any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy. (h) The amount of any Damages claimed by any Purchaser Indemnified Party hereunder shall be reduced to the extent that Purchaser shall have received the benefit of an impoundment, such Losses shall be indemnifiable adjustment pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject 1.05 due to the second proviso set forth fact that the item that is the subject of the indemnification claim was specifically taken into account in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR Closing Determination or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))Closing Balance Sheet.

Limitations on Claims. (a) Notwithstanding anything in this Article IX to the contrary, the rights of the parties to be indemnified and held harmless under this Agreement shall be limited as follows: (i) No Party claims for indemnity by a Purchaser Indemnitee for any inaccuracy in a representation or warranty (other than for breach of Section 3.2, 3.3, 3.4(a), 3.4(c), 3.13(b) or 3.24, which shall have any obligation to indemnify an Indemnified Party each be indemnified from the first dollar of Damages) made in this Agreement by HCA shall be made unless and until the aggregate dollar amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a)Claims exceeds $3,500,000, as applicable, equals or exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party case HCA shall be obligated to pay in full indemnify, defend and hold harmless the Purchaser Indemnitee for all Damages above and beyond such Losses amount (commencing with excluding the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach initial $3,500,000 of the Fundamental Representations, Base Purchase Price) provided that materiality qualifications (xand the like) any breach will not be taken into account in determining the magnitude of the representations and warranties damages occasioned by a breach for purposes of calculating the amount of Damages subject to the deductible set forth in this Section 3.15 9.4(a)(i); (Environmental), ii) The maximum aggregate liability of HCA for Claims pursuant to Sections 9.2(b) and (c) shall be limited to the Purchase Price; and (iii) The maximum aggregate liability of Purchaser for Claims pursuant to Section 3.26 9.3(b) and (No Debt), or c) shall be limited to the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraudPurchase Price. (b) No Party shall have The liability of a party with respect to any obligation to indemnify claim for indemnity by an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification Indemnitee pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold this Article IX shall not apply to Losses resulting from, arising out of or relating to be offset dollar for dollar by (i) any breach insurance proceeds received by such Indemnitee after the Effective Time in respect of the Fundamental RepresentationsDamages involved, (ii) any breach positive Tax effect actually recognized by the Indemnitee in respect of the representations Damages involved, and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of other recovery made by such Indemnitee from any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d), the aggregate liability third party on account 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 percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraudDamages involved. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraud. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. (a) No Party The maximum aggregate liability of the Stockholders to the Covenant Indemnified Persons under Section 5.2(a) shall have not exceed Four Million Dollars ($4,000,000) (the "General Cap"), and Covenant, on behalf of itself and the other Covenant Indemnified Persons, agrees not to seek, and shall not be entitled to recover, any obligation to indemnify an Damages under Section 5.2(a) in excess of the General Cap. Notwithstanding the foregoing, the General Cap shall not limit any recovery by the Covenant Indemnified Party until Persons (i) in the aggregate amount case of all Losses incurred by such Party that are subject to indemnification pursuant to fraud, (ii) in any action involving a Breach of Section 11.01(a2.2 [Authorization and Validity], or 2.3 [Capitalization], or (iii) in any claim for Damages under Sections 5.2(b) or 5.2(c). The Stockholders’ liability for Damages under Section 11.02(a), as applicable, equals or exceeds one percent (1%5.2(a) in excess of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party General Cap shall be obligated to pay in full all such Losses (commencing with the first dollar thereof); providedseveral, however, that the Deductible shall and not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraudjoint. (b) No Party Covenant Indemnified Persons shall have be entitled to recover any obligation Damages pursuant to indemnify an Section 5.2(a) unless the aggregate amount of all Damages for which Covenant Indemnified Party in connection with any single item or group of related items that result in Losses that are subject Persons would, but for this sentence, be entitled to receive indemnification pursuant to Section 11.01(a5.2(a) or Section 11.02(a), as applicable, in the aggregate of less than exceeds Two Hundred Fifty Thousand Dollars ($50,000250,000) (the "Damage Threshold"); provided, howeverand then only for such Damages in excess of the Damage Threshold. Notwithstanding the foregoing, that such threshold the limitation in this Section 5.5(b) shall not apply to Losses resulting from, arising out of or relating to (i) any breach in the case of the Fundamental Representationsfraud, (ii) in any breach claim for Breach of the representations Section 2.2 [Authorization and warranties set forth in Section 3.15 (Environmental) Validity] or Section 3.26 (No Debt), 2.3 [Capitalization] or (iii) in any willful breach of any representation claim for Damages under Sections 5.2(b) or warranty, or (iv) fraud5.2(c). (c) Except as otherwise provided in Section 11.04(d), the The maximum aggregate liability of the Indemnifying Parties Stockholders to the Covenant Indemnified Persons under this Article 11 resulting from breaches Sections 5.2(c) shall not exceed One Hundred Thirty Thousand Dollars ($130,000) (the "Special Cap"), and Covenant, on behalf of representations or warranties herein itself and the other Covenant Indemnified Persons, agrees not to seek, and shall not be entitled to recover, any Damages under Sections 5.2(c) in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) excess of the Final Purchase Price (Special Cap. Notwithstanding the “Cap”); providedforegoing, however, that the Special Cap shall not apply to Losses resulting from, arising out of or relating to (i) limit recovery by the Covenant Indemnified Persons in any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) case based on fraud. (d) Separate from During the Cap established in Section 11.04(c), the aggregate liability term of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(cEscrow Agreement, all claims for indemnification of the Covenant Indemnified Persons pursuant to Sections 5.2(a) and 5.2(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess paid first out of the Special Item Deductible; provided, further, that neither Indemnity Escrow Funds in accordance with the Special Item Cap nor terms of the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraud. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 Escrow Agreement and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso other limitations set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).this Article V.

Limitations on Claims. 9.1 The definitions and rules of interpretation in this clause apply in this Agreement. Claim: a claim for breach of any of the Warranties. A Claim is connected with another Claim if they all arise out of the occurrence of the same specific event or relate to the same specific subject matter. 9.2 This clause limits the liability of the Sellers in relation to any Claim. None of the limitation of Sellers’ liability in this clause 9 shall apply to any Claim relating to Warranty 2 of Part 1 of Schedule 6 (Shares in the Company). 9.3 The liability of the Sellers in respect of any Claim, or in respect of any claim under the Tax Covenant shall be determined as follows: (a) No Party shall have any obligation to indemnify an Indemnified Party until the aggregate amount liability of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party Austyn Xxxxxx Xxxxxxx and Trevor Xxxxxx Xxxxxxx shall be obligated to pay joint and several liability in full all such Losses (commencing with the first dollar thereofrespect of their aggregate due proportion of liability in clause 9.4(b); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraud.; (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (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 Majority Sellers (excluding Austyn Xxxxxx Xxxxxxx and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(cTrevor Xxxxxx Xxxxxxx) shall be limited to an amount equal to twenty-five million dollars joint liability ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraud. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 joint and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)several); and (iic) if there does the Minority Shareholders shall have no liability in any circumstances. 9.4 The liability of the Majority Sellers for all Claims and all claims under the Tax Covenant, when taken together shall: (a) as regards the total aggregate liability for all of the Majority Sellers collectively, not occur exceed the Purchase Price; and (b) as regards the total liability for each Majority Seller individually, not exceed the proportion of the Purchase Price allocated to that individual Seller in accordance with the respective proportions as set out against the names of the Sellers in column 7 of Schedule 1 save that the proportions for Austyn Xxxxxx Xxxxxxx and Xxxxxx Xxxxxx Xxxxxxx shall be aggregated for the purpose of their joint and several liability. 9.5 The Majority Sellers shall not be liable for a prohibition Claim unless: (a) the amount of a Claim, or of a series of connected Claims of which that Claim is one, exceeds £5,000; and (b) the amount of all Claims that are not excluded under clause 9.5(a) when taken together, exceeds £312,500 in which case the whole amount (and not just the amount by which the limit in this clause 9.5(b) is exceeded) is recoverable by the Buyer. 9.6 The Majority Sellers shall not be liable for a Claim to the extent that the Claim relates to matters Disclosed. 9.7 The Majority Sellers shall not be liable for a Claim or claim under the Tax Covenant unless the Buyer has given the Majority Sellers notice in writing (in accordance with the provisions of this Agreement) of the Claim or claim under the Tax Covenant, summarising the nature of the Claim or claim under the Tax Covenant (as far as is known to the Buyer and the amount claimed): (a) in the case of a claim made under the Tax Warranties or the Tax Covenant, within the period of seven years beginning with the Completion Date; and (b) in any other case, within the period of 18 months beginning with the Completion Date; and in the event of such notice being given to the Majority Sellers, the Buyer may not proceed with any such claim (other than claims under the Tax Covenant) unless legal proceedings shall have been instituted in respect thereof within 12 months after such notice is first served on the placement Majority Sellers. 9.8 Nothing in this clause 9 applies to a Claim or a claim under the Tax Covenant that arises or is delayed as a result of CCR dishonesty, fraud, wilful misconduct or non-CCR waste-streams wilful concealment by the Majority Sellers, their agents or advisers. 9.9 The Majority Sellers shall not plead the Limitation Xxx 0000 in respect of any claims made under the Tax Warranties or Tax Covenant up to seven years after the Completion Date. 9.10 If, in respect of any matter which would give rise to a Claim, the Company could make a claim under any of the Company's policies of insurance, the Company shall make such claims and if the Company actually recovers and receives an impoundment or closure amount from an insurance company in respect of an impoundmentsuch specific matter (that would give rise to a Claim) under such policy of insurance, the Majority Sellers' liability in respect of any such Losses Claim shall be indemnifiable pursuant to Section 11.01(areduced or (if applicable) extinguished by the amount actually recovered, after having deducted: (a) all reasonable costs and expenses suffered or reasonably incurred by the Cap shall apply Company and/or the Buyer in recovering that sum; and (subject to b) any tax incurred by the proviso set forth in Section 11.04(c))Company, the Buyer and/or the Buyer's Group as a result of that recovery.

Limitations on Claims. (a) No Subject to Section 11.04(b), an Indemnifying Party shall not have any obligation to indemnify an the Indemnified Party until the aggregate amount of all such Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price actually paid by Purchaser as of the relevant date (the “Deductible”) in ), at which event time the Indemnifying Party shall be obligated required to pay indemnify the Indemnified Party for all amounts in full all such Losses excess of the Deductible. (commencing with b) The aggregate liability of the first dollar thereof)Indemnifying Party under this ARTICLE 11 shall be limited to an amount equal to fifteen (15%) of the Purchase Price actually paid by Purchaser as of the relevant date (the “Cap”) unless arising from breach of any Fundamental Representation or any covenant, in which case the aggregate liability of the Indemnifying Party shall not exceed one hundred (100%) of the Purchase Price; provided, however, that the Deductible and Cap shall not apply to Losses resulting from, arising out of or relating any claim for indemnification pursuant to (wi) Section 11.01 or Section 11.02 in respect of any breach of the Fundamental Representations, (x) claim involving fraud or fraudulent misrepresentation or willful misconduct or any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty contained in Section 3.14 or (zii) fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a11.01(ii), Section 11.01(iii) or Section 11.02(a11.01(iv), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided Notwithstanding anything 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 percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject Agreement to the Special Item Cap)contrary, 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party under this Agreement for any Losses covered by Section 11.01(cTaxes arising in any period (or portion thereof) that are incurred to defend an Action beginning on or Proceeding that does not result in a prohibition on after the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until day after the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudCalculation Date. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. (a) No Subject to Section 11.04(b), an Indemnifying Party shall not have any obligation to indemnify an the Indemnified Party until the aggregate amount of all such Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price actually paid by Purchaser as of the relevant date (the “Deductible”) in ), at which event time the Indemnifying Party shall be obligated required to pay indemnify the Indemnified Party for all amounts in full all such Losses excess of the Deductible. (commencing with b) The aggregate liability of the first dollar thereof)Indemnifying Party under this ARTICLE 11 shall be limited to an amount equal to fifteen (15%) of the Purchase Price actually paid by Purchaser as of the relevant date (the “Cap”) unless arising from breach of any Fundamental Representation or any covenant, in which case the aggregate liability of the Indemnifying Party shall not exceed one hundred (100%) of the Purchase Price; provided, however, that the Deductible and Cap shall not apply to Losses resulting from, arising out of or relating any claim for indemnification pursuant to (wi) Section 11.01 or Section 11.02 in respect of any breach of the Fundamental Representations, (x) claim involving fraud or fraudulent misrepresentation or willful misconduct or any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty contained in Section 3.14 or (z) fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) 11.01(ii), or Section 3.26 (No Debt11.01(iii), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided Notwithstanding anything 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 percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject Agreement to the Special Item Cap)contrary, 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party under this Agreement for any Losses covered by Section 11.01(cTaxes arising in any period (or portion thereof) that are incurred to defend an Action beginning on or Proceeding that does not result in a prohibition on after the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until day after the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudCalculation Date. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. (a) No An Indemnifying Party shall have any no obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification by such Indemnifying Party pursuant to Section 11.01(a) this Article 11 equal or Section 11.02(a), as applicable, equals or exceeds one percent exceed One Million Eight Hundred Thirty Five Thousand Five Hundred Fifty Five Dollars (1%) of the Final Purchase Price (the $1,835,555)(the “Deductible”) in which event the Indemnifying Party shall be obligated to pay in full all such Losses (commencing with the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (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 percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; providedprovided that, further, that neither the Special Item Cap nor the Special Item Deductible shall not apply to Losses to the extent resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraud. (eb) For purposes 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) (the “Claim Threshold”). (c) The aggregate liability of the Seller Indemnifying Parties and the Purchaser Indemnifying Parties, respectively, under this Article 1111 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 Thirty Six Million Seven Hundred Eleven Thousand One Hundred Three Dollars ($36,711,103)(the “Cap”); provided that, the Cap shall not apply to Losses to the extent resulting from, arising out of or relating to any inaccuracy in or willful breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyfraud. (fd) In the event that The amount of any Losses are subject to indemnification claim pursuant to both this Article 11 will be reduced by the amount of any insurance proceeds actually recovered (xless the cost to collect the proceeds of such insurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) Section 11.01(aand 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 each case only with respect to the taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition such claim or the facts or events giving rise to such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the placement of CCR or non-CCR waste-streams Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in an impoundment or closure amount equal to such Tax benefit; provided, that such payment shall not exceed the amount of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))indemnity payment.

Limitations on Claims. (a) No Neither Party shall have any obligation to indemnify an the other Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, this Article 11 equals or exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be obligated liable for Losses only to pay the extent they are in full all such Losses (commencing with excess of the first dollar thereof)Deductible; provided, howeverthat, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (wi) any breach of the Fundamental Representations, (x) any breach of the representations and warranties Seller’s covenant set forth in Section 3.15 (Environmental5.08 or Seller’s representation and warranty set forth in Section 3.11(h), Section 3.26 (No Debt), or the second sentence of Section 3.03, (yii) any willful breach of any representation or warranty warranty, or (ziii) fraud. (b) No Neither Party shall have any obligation to indemnify an the other Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties Seller’s covenant set forth in Section 3.15 (Environmental) 5.08 or Seller’s representation and warranty set forth in Section 3.26 (No Debt3.11(h), (iii) any willful breach of any representation or warranty, or (iv) fraud. (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 twenty percent (1220%) of the Final Purchase Price (the “Cap”); provided, howeverthat, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the Seller’s covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt)5.08, (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (iii) any willful breach of any representation or warranty or (iiiii) fraud. (ed) For purposes Subject to Section 11.01, the aggregate liability of Seller under this Article 11 resulting from a breach of Section 3.11(h) shall be limited to an amount equal to the Final Purchase Price less any amounts recovered by Purchaser pursuant to any other provision of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (fe) In the event that The amount of any Losses are subject to indemnification claim pursuant to both this Article 11 will be reduced by the amount of any insurance proceeds actually recovered (xless the cost to collect the proceeds of such insurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) Section 11.01(aand 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 each case only with respect to the taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition such claim or the facts or events giving rise to such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the placement of CCR or non-CCR waste-streams Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in an impoundment or closure amount equal to such Tax benefit; provided, that such payment shall not exceed the amount of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))indemnity payment.

Limitations on Claims. (a) No An Indemnifying Party shall have any no obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification by such Indemnifying Party pursuant to Section 11.01(a) this Article 6 equal or Section 11.02(a), as applicable, equals or exceeds one percent (1%) exceed [***] of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be obligated liable for Losses only to pay the extent they are in full all such Losses (commencing with excess of the first dollar thereof)Deductible; provided, however, provided that the Deductible shall not apply to Losses resulting from, arising out of or relating to (wi) any breach of the Fundamental RepresentationsFraudulent Action, (xii) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt)matters referenced on Schedule 6.01, or the second sentence of Section 3.03, (yiii) any willful a breach of any representation or warranty or (z) fraudFundamental Representations. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d), the The aggregate liability of the Seller Indemnifying Parties and the Purchaser Indemnifying Parties under this Article 11 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 twelve percent (12%) [***] of the Final Purchase Price (the “Cap”); provided, however, provided that the Cap shall not apply to Losses resulting from, arising out of or relating to to: (i) any Fraudulent Action or (ii) a breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the . The aggregate liability of the Seller Indemnifying Parties under this Article 11 or the Purchaser Indemnifying Parties, as applicable, resulting from Losses covered by Section 11.01(c) 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 avoidance of doubt, in respect of the matters referenced on Schedule 6.01, other than item 2 of Schedule 6.01), shall be limited to an amount equal to twenty-five million dollars ($25,000,000) the Purchase Price (the “Special Item Aggregate Cap”); provided, however, provided that Seller the Aggregate Cap shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to the matters referenced in item 2 of Schedule 6.01; provided, further, in no event shall the sum of Seller’s liability resulting from any claims under item 2 of Schedule 6.01, in the aggregate, exceed the Tax Loss Cap. (c) The amount of any claim pursuant to this Article 6 will be reduced by the amount of (i) any willful breach of any representation or warranty or actual recovery under insurance policies that provide coverage, (ii) fraudany actual recovery of reimbursement, indemnification or payment from any third Person, and (iii) 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 such entity), in each case only with respect to the taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of such claim or the facts or events giving rise to 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 an amount equal to such payment or Tax benefit; provided that such payment shall not exceed the amount of the indemnity payment. (ed) For purposes Notwithstanding any provision of this Article 11Agreement to the contrary, any inaccuracy in or breach of any representation or warranty neither Purchaser nor Seller shall be determined without regard obligated to indemnify any materialitySeller Indemnified Party or Purchaser Indemnified Party, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that as applicable, for any Losses are subject to indemnification the extent such Loss is accounted for in the determination of the Adjusted Purchase Price pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))Adjusted Purchase Price Model.

Limitations on Claims. (a) No Party Notwithstanding anything to the contrary in this Agreement, indemnification under Section 7.02 shall have any obligation not be available pursuant to indemnify an Indemnified Party this Article VII unless and until the aggregate amount of all Losses incurred by such Party that are subject indemnifiable Damages asserted against Seller under this Article VII exceeds an amount equal to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price (the “Deductible”as may be adjusted pursuant to this Agreement) in which event the Indemnifying aggregate (the "Deductible"). Once the Deductible has been exceeded, the Purchaser Indemnified Party shall be obligated entitled to pay in full the benefit of the indemnity under Section 7.02 for any Claim to the extent the aggregate of all such Losses (commencing with past or then current Claims is in excess of the first dollar thereof)Deductible; provided, however, that the Deductible shall not apply to Losses resulting from, claims for Damages to the extent arising out of, resulting from or incident to any inaccuracy or breaches by Seller of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the its representations and warranties set forth in Section 3.15 Sections 2.01 (EnvironmentalOrganization of Seller; Authority and Binding Effect), Section 3.26 2.03 (No DebtCapitalization; Ownership of Shares), or 2.09(d) (Ownership, Possession and Sufficiency of Assets) to the second sentence of Section 3.03, (y) any willful breach of any extent that the representation or and warranty expressly relates to title to Containers or (zin the case of Royal Wolf US and its Subsidiaries only) fraudContainer delivery equipment, and 2.13 (Brokers and Finders). (b) No Party Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount of indemnifiable Damages that may be recovered with respect to Claims made under Sections 7.02 and 7.04 shall have any obligation equal ten percent (10%) of the Purchase Price (as may be adjusted pursuant to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification this Agreement) (the "Indemnification Cap", as may be reduced pursuant to Section 11.01(a) or Section 11.02(a4.03(d), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d)Notwithstanding any other provision of this Agreement to the contrary, 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 neither Party shall be limited required to an amount equal indemnify, hold harmless or otherwise compensate the other Party (or any other Person) for Damages with respect to twelve percent (12%) of the Final Purchase Price (the “Cap”); providedmental or emotional distress or exemplary, howeverconsequential, that the Cap shall not apply to Losses resulting from, arising out of special or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraudpunitive damages. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability The amount of the Indemnifying Parties under this Article 11 resulting from Losses covered any Damages claimed by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a any Purchaser Indemnified Party for hereunder shall be net of any Losses covered by Section 11.01(c) allowances and reserves provided in the Financial Statements or the Closing Financial Statements that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudspecifically identified with respect thereto. (e) For purposes of this Article 11, any inaccuracy in or breach The amount of any representation or warranty Damages claimed by any Purchaser Indemnified Party hereunder shall be determined without regard to net of any materialityinsurance, Material Adverse Effect indemnity, contribution, Tax benefit or other similar qualification contained payments or recoveries of a like nature directly referable to the matter giving rise to the relevant claim (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Purchaser Indemnified Party shall reimburse Seller for such reduction in or otherwise applicable Damages for which such Purchaser Indemnified Party was indemnified prior to the realization of such representation or warrantyreductions of Damages). (f) In Notwithstanding any provision to the contrary contained in this Agreement, in the event that any Losses are subject an Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or prior to indemnification pursuant to both (x) Section 11.01(a) in respect the Closing Date, of a breach of a warranty or covenant of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any Damages resulting from or arising out of such claim. With respect to Seller, the actual knowledge shall be that of any Person named in the definition of "knowledge" in Section 3.15 and (y) Section 11.01(c):8.01; with respect to Purchaser, the actual knowledge, after inquiry of their direct reports, of Xxxxxx Xxxxxx, Xxxxx Xxxxxxxxxxxx, Xxxxxxx Xxxxxx or Xxxx Xxxxxx. (ig) if there occurs a prohibition on If an Indemnified Party recovers Damages from an Indemnifying Party under this Article VII, the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses Indemnifying Party shall be indemnifiable pursuant subrogated, to Section 11.01(c) and the Special Item Cap shall apply (extent of such recovery, to the Indemnified Party's rights against any third party, other than a third party with whom the Indemnified Party has a material business agreement or arrangement, with respect to such recovered Losses subject to the second proviso set forth in Section 11.04(d)); andsubrogation rights of any insurer providing insurance coverage under one of the Indemnified Party's policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy. (iih) if there does not occur a prohibition on The amount of any Damages claimed by any Purchaser Indemnified Party hereunder shall be reduced to the placement of CCR or non-CCR waste-streams in an impoundment or closure extent that Purchaser shall have received the benefit of an impoundment, such Losses shall be indemnifiable adjustment pursuant to Section 11.01(a) and the Cap shall apply (subject this Agreement due to the proviso set forth fact that the item that is the subject of the indemnification claim was specifically taken into account in Section 11.04(c))the Closing Determination or the Closing Financial Statements.

Limitations on Claims. (a) No Subject to Section 11.04(b), an Indemnifying Party shall not have any obligation to indemnify an the Indemnified Party until the aggregate amount of all such Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price actually paid by Purchaser as of the relevant date (the “Deductible”) in ), at which event time the Indemnifying Party shall be obligated required to pay indemnify the Indemnified Party for all amounts in full all such Losses excess of the Deductible. (commencing with b) The aggregate liability of the first dollar thereof)Indemnifying Party under this ARTICLE 11 shall be limited to an amount equal to fifteen (15%) of the Purchase Price actually paid by Purchaser as of the relevant date (the “Cap”) unless arising from breach of any Fundamental Representation or any covenant, in which case the aggregate liability of the Indemnifying Party shall not exceed one hundred (100%) of the Purchase Price; provided, however, that the Deductible and Cap shall not apply to Losses resulting from, arising out of or relating any claim for indemnification pursuant to (wi) Section 11.01 or Section 11.02 in respect of any breach of the Fundamental Representations, (x) claim involving fraud or fraudulent misrepresentation or willful misconduct or any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty contained in Section 3.14 or (zii) fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a11.01(ii), Section 11.01(iii) or Section 11.02(a11.01(iv), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided Notwithstanding anything 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 percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject Agreement to the Special Item Cap)contrary, 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party under this Agreement for any Losses covered by Section 11.01(cTaxes arising in any period (or portion thereof) that are incurred to defend an Action or Proceeding that does not result in a prohibition beginning on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until day after the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudCalculation Date. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. (a) No Party Notwithstanding anything in this Article XII to the contrary, no Indemnified Party's Damages shall have any obligation be payable pursuant to indemnify an Indemnified Party this Article XII unless and until the aggregate amount of all Losses incurred by such Damages asserted against the applicable Indemnifying Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, under this Article XII equals or exceeds one percent Fifty Thousand Dollars and No/100 Dollars (1%$50,000.00) and then only to the extent of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be obligated to pay in full all such Losses (commencing with the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraudexcess. (b) No Party The indemnification rights provided for under this Article XII shall have any obligation to indemnify an Indemnified Party be limited in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), certain respects as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to follows: (i) the rights of any breach Seller Indemnified Party to seek indemnification under this Article XII shall terminate on the first anniversary of the Fundamental Representations, Closing Date (the "Seller's Indemnity Period"); (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach rights of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d), the aggregate liability of the Indemnifying Parties Purchaser Indemnified Party to seek indemnification under this Article 11 resulting from breaches XII shall terminate on the second anniversary of representations or warranties herein and in any certificates delivered pursuant hereto Closing Date (the "Purchaser Parties' Indemnity Period"), except that the Purchaser Parties' Indemnity Period shall be limited to an amount equal to twelve percent (12%) terminate on the fifth anniversary of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply Closing Date with respect to Losses resulting from, arising out of or relating any Claim related to (i) any breach or inaccuracy of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 4.10 or Section 4.11 hereof. Notwithstanding the foregoing, if, prior to the close of business on the last day of, as applicable, the Seller's Indemnity Period or the Purchaser Parties' Indemnity Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof. (No Debt)c) The foregoing limitations on time and amount shall not apply to any Damages asserted or incurred by any Indemnified Party arising or resulting from (i) any act or omission of an applicable Indemnifying Party which constitutes fraud, (ii) any breach by an Indemnifying Party of its post-closing covenants, or (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to in the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach case of any representation or warrantyPurchaser Indemnified Party, or (v) fraudthe Excluded Liabilities. (d) Separate from the Cap established in Section 11.04(c)Following full indemnification as provided for hereunder, the aggregate liability Indemnifying Party shall be subrogated to all rights of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred with respect to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only all Persons relating to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudmatter for which indemnification has been made. (e) For purposes Notwithstanding any provision of this Article 11Agreement to the contrary, in the event any inaccuracy in or breach of any representation or warranty claim is made by one party to this Agreement against another party to this Agreement, the Non-Prevailing Party, and only the Non-Prevailing Party, shall be determined without regard responsible for paying the reasonable legal fees, costs and expenses of the other party to any materialitythe claim and the term "Damages," as used herein with respect to a Non-Prevailing Party, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant deemed not to Section 11.01(c) include the legal fees and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement expenses of CCR or nonsuch Non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))Prevailing Party.

Limitations on Claims. (a) No Subject to Section 11.04(b), an Indemnifying Party shall not have any obligation to indemnify an the Indemnified Party until the aggregate amount of all such Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price actually paid by Purchaser as of the relevant date (the “Deductible”) in ), at which event time the Indemnifying Party shall be obligated required to pay indemnify the Indemnified Party for all amounts in full all such Losses excess of the Deductible. (commencing with b) The aggregate liability of the first dollar thereof)Indemnifying Party under this ARTICLE 11 shall be limited to an amount equal to fifteen (15%) of the Purchase Price actually paid by Purchaser as of the relevant date (the “Cap”) unless arising from breach of any Fundamental Representation or any covenant, in which case the aggregate liability of the Indemnifying Party shall not exceed one hundred (100%) of the Purchase Price; provided, however, that the Deductible and Cap shall not apply to Losses resulting from, arising out of or relating any claim for indemnification pursuant to (wi) Section 11.01 or Section 11.02 in respect of any breach of the Fundamental Representations, (x) claim involving fraud or fraudulent misrepresentation or willful misconduct or any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party contained in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) 3.14 or Section 11.02(a11.01(ii), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided Notwithstanding anything 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 percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject Agreement to the Special Item Cap)contrary, 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party under this Agreement for any Losses covered by Section 11.01(cTaxes arising in any period (or portion thereof) that are incurred to defend an Action beginning on or Proceeding that does not result in a prohibition on after the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until day after the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudCalculation Date. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. 11.1 The provisions of this clause 11 (except for clause 11.11 which shall apply generally in its terms) shall operate to define and limit the liability of the Vendor in respect of any Claims and to establish the circumstances within which Claims may be made. 11.2 The maximum aggregate liability of the Vendor in respect of: (a) No Party all Claims shall not exceed the amount of the Consideration; (b) (subject to the overall limit in paragraph (a)) all Claims pursuant to paragraph 11 of the Warranties shall not exceed 15,000,000; and (c) (subject to the overall limit in paragraph (a)) all Claims other than those made pursuant to paragraphs 1, 2.1, 2.2 or 11 of the Warranties shall not exceed (pounds)10,000,000. 11.3 The Vendor shall not have any obligation liability in respect of any individual Warranty Claim (other than a Claim pursuant to indemnify an Indemnified Party until paragraphs 1, 2.1 or 2.2 of the Warranties) unless its liability in respect of such Claim exceeds (pounds)50,000. Where a series of Claims arise out of the same act, omission, fact or circumstances, they shall be aggregated for the purposes of determining whether or not the relevant one of these thresholds has been exceeded. For the avoidance of doubt amounts for which the Vendor has no liability, or by which its liability is reduced, as a consequence of the operation of this clause 11 or clause 12 shall not be taken into account in determining whether the amount of such Claim exceeds the threshold specified in this clause 11.3. (a) The Vendor shall not have any liability in respect of any Warranty Claim (other than a Claim pursuant to paragraphs 1, 2.1 or 2.2 of the Warranties) unless the aggregate amount of its liability in respect of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or Claims under the Warranties exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) pound)1,000,000 in which event case it shall only be liable for the Indemnifying Party shall be obligated to pay in full all such Losses (commencing with the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraudexcess. (b) No Party For the avoidance of doubt, amounts for which the Vendor has no liability, or by which the Vendor's liability is reduced, as a consequence of the operation of this clause 11 and/or clauses 10 or 12 shall not be capable of being aggregated as a Claim or part thereof with other Claims for the purposes of this clause 11.4. 11.5 The Vendor shall not be liable for any Claim unless the Vendor shall have received from the Purchaser written notice containing specific reasonable details of the Claim, including the Purchaser's estimate (on a without prejudice basis) of the amount of such Claim, on or before the date falling one (1) year after the Closing Date. The Purchaser shall give notice to the Vendor of the relevant facts or matter that may give rise to a Claim as soon as practicable after it becomes aware of such facts or matter. Failure to give such notice shall not of itself prevent the Purchaser from bringing the relevant Claim, but the Vendor shall not be liable to the Purchaser in respect of such Claim to the extent that the amount of it is increased, or is not reduced, as a result of such failure. 11.6 Any Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn (and no new claim may be made in respect of the facts giving rise to such withdrawn claim) unless legal proceedings in respect of it have been commenced by both being issued and served within nine (9) months of the rejection in writing of such Claim by the Vendor. 11.7 The liability of the Vendor for any Claim in respect of any fact, matter, event or circumstance shall be reduced or extinguished: (a) to the extent that such Claim arises or, such Claim otherwise having arisen, is increased as a result of any legislation not in force at the date hereof or any change of law, regulation, directive, requirement or administrative practice having the force of law or the practice of any tax authority or any change in rates of tax made after the Closing Date; (b) to the extent that such Claim would not have arisen but for, or is increased as a result of, a voluntary act, omission, transaction or arrangement (other than any voluntary act, omission, transaction or arrangement which is contemplated by this Agreement) carried out after the Closing Date by the Purchaser or any other member of the Purchaser's Group or their respective directors, employees or agents where such person had actual knowledge that such act, omission, transaction or arrangement would or would be likely to give rise to or increase a Claim and a reasonable alternate course of action was available which would not be expected to give rise to a claim; (c) to the extent that the amount of such Claim is recovered under any policy of insurance; (d) if the Purchaser failed to comply or procure compliance with the terms of any provision of this Agreement, to the extent that the Vendor could have avoided or mitigated the loss arising from the subject matter of the Claim if the Purchaser had complied with such provision; or (e) to the extent that the Claim or breach would not have arisen but for an act, omission, transaction or arrangement carried out by the Vendor or any member of the Vendor's Group at the written request or with the written approval of the Purchaser or any other member of the Purchaser's Group or any of their respective authorised representatives except when any employee of the Vendor's Group who either receives such request or seeks such approval has actual knowledge at the relevant time that the Claim will arise or increase as a result of the matter in respect of which the request, consent or approval is made or given and fails to disclose that fact to the Purchaser. 11.8 If any Claim shall arise by reason of some liability which at the time that the Claim is notified to the Vendor is contingent only, the Vendor shall be under no obligation to indemnify an Indemnified Party make any payment to the Purchaser in respect of such Claim until such time as such contingent liability ceases to be so contingent. Clause 11.6 shall be amended in relation to such Claim so that the Claim shall not be deemed to be withdrawn unless legal proceedings have not been commenced within nine months from the later of (i) the date on which the said liability ceases to be contingent; and (ii) the rejection in writing of such Claim by the Vendor. 11.9 The Purchaser's Group shall not be entitled to recover any Costs more than once to the extent that this could lead to double-recovery of the same Costs in relation to the claims under more than one of the Warranties and/or indemnities provided by members of the Vendor's Group under, or in connection with, this Agreement or the Ancillary Agreements. The Vendor and the Purchaser hereby agree with each other that, to the extent that a benefit or saving obtained by any single item member of the Purchaser's Group has been taken into account in reducing any claim or group has given rise to a payment by the Purchaser's Group under this Agreement, it shall not be so taken into account again or give rise to another such payment. 11.10 Before making a Claim in respect of related items any breach of the Warranties which is capable of remedy, the Purchaser shall allow the Vendor thirty (30) days after the date on which notice of the relevant facts or matter that result may give rise to a Claim is given in Losses that are subject accordance with clause 11.5 in order to indemnification allow the Vendor to remedy the breach unless to do so would prejudice the Purchaser to any significant extent. 11.11 Each of the Vendor and the Purchaser hereby waives and relinquishes any right of set off or counterclaim, deduction or retention which it might otherwise have in respect of any Claim or out of any payments which it may be obliged to make (or procure to be made) to the other of them pursuant to Section 11.01(a) or Section 11.02(a), as applicable, this Agreement. 11.12 The limitations on liability set out in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold this clause 11 shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (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 percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only Claim to the extent they are in excess such Claim is attributable to, or such Claim is increased as a result of, fraud or deceit on the part of the Special Item Deductible; provided, further, that neither Vendor or any of its Related Persons. 11.13 The sole remedy against the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) Vendor for any willful breach by it of any representation of the Warranties shall be an action for damages. The Purchaser shall not be entitled to rescind this Agreement before or warranty or (ii) fraudafter Closing in any circumstances. (e) For purposes 11.14 Nothing in this clause 11 or clauses 10 and 12 shall in any way restrict or limit the general obligation at law of the Purchaser to mitigate any loss or damage which it may suffer in consequence of any breach by the Vendor of the terms of this Article 11Agreement or any fact, any inaccuracy in matter, event or breach of any representation or warranty shall be determined without regard circumstance giving rise to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantya Warranty Claim. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. (a) No Party Notwithstanding anything in this Article VII to the contrary, the rights of the parties to be indemnified and held harmless under this Agreement shall have any obligation be limited as follows: (i) no claims for indemnity by a Purchaser Indemnitee pursuant to indemnify an Indemnified Party Section 7.2(b) shall be made unless and until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a)Claims exceeds $200,000, as applicable, equals or exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party case Seller shall be obligated to pay in full indemnify, defend and hold harmless the Purchaser Indemnitee for all such Losses Damages; (commencing with ii) the maximum aggregate liability of Seller for Claims pursuant to Section 7.2(a)-(d) shall be limited to $1 million; (iii) the maximum aggregate liability of Purchaser for Claims pursuant to Section 7.3(a) and (b) shall be limited to $1 million; and (iv) no claims for indemnity pursuant to Section 7.2(a)-(d) shall first be made by any party after the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach anniversary of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraudClosing Date. (b) No Party shall have The liability of a party with respect to any obligation to indemnify claim for indemnity by an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification Indemnitee pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold this Article VII shall not apply to Losses resulting from, arising out of or relating to be offset dollar for dollar by (i) any breach insurance proceeds actually received and retained by such Indemnitee after the Closing Date in respect of the Fundamental RepresentationsDamages involved, and (ii) any breach other recovery made by such Indemnitee from any third party on account of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraudDamages involved. (c) Except as otherwise provided in Section 11.04(d)The parties’ right to indemnification will not be affected or limited by any investigation conducted by or on behalf of such party, the aggregate liability any preparation of the Indemnifying Parties under compilation by such party of schedules to this Article 11 resulting from breaches Agreement or any knowledge acquired (or capable of representations or warranties herein and in being acquired) at any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraudtime. (d) Separate from For purposes of calculating the Cap established in Section 11.04(camount of Damages to which a party is entitled under this Article VII (but not for determining whether a representation or warranty has been breached), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(cterms “material,” “materiality,” and other qualifiers, modifiers or limitations (including qualifiers as to “Knowledge”) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) frauddisregarded. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that of payment of any Losses are subject to indemnification pursuant to both Claim, the Indemnifying Party (xas defined below) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant subrogated to Section 11.01(cany and all claims and causes of action of the Indemnitee (as defined below) and shall have the Special Item Cap shall apply (subject right to seek and retain the second proviso set forth proceeds of any and all actions in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))furtherance thereof.