Common use of Limitations on Indemnification for Breaches of Representations and Warranties Clause in Contracts

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 (the Threshold Amount) and, in such event, the Indemnitors shall be required to pay all Indemnifiable Losses in excess of the Threshold Amount; provided that the Threshold Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold Amount. (c) With respect to the Investors, no Investor shall be required to indemnify any Person under Section 9.2(b) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000. (d) With respect to the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (f) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9, the breach of any covenants and agreements, and calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability under Sections 9.2(a)(i7.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i7.2(b)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless hereof until the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 One Hundred Twenty Five Thousand Dollars ($125,000) (the Threshold Amount“Basket”) and, in such event, the Indemnitors indemnifying party shall be required to pay all Indemnifiable Losses the amount in excess of the Threshold AmountBasket (subject to the other limitations on indemnification set forth in this Agreement); provided provided, however, that the Threshold Amount limitation Basket shall not apply to Indemnifiable Losses related to in the event of any failure of any Specified of the Fundamental Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correctcorrect or in the event of fraud. (b) An indemnifying party shall not have any liability under Sections 7.2(a)(i) or Section 7.2(b)(i) hereof for an aggregate amount of Losses exceeding Two Million Three Hundred Thousand Dollars ( $2,300,000) (the “Cap”); provided, furtherhowever, that the Cap shall not apply in the event of any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) of the Fundamental Representations to be true and correct) correct or in the event of fraud, but the aggregate amount of Losses for which an indemnifying party shall have liability in respect of any failure of the Fundamental Representations to be disregarded for purposes true and correct or in the event of calculating fraud shall not exceed the Threshold AmountPurchase Price. (c) With respect to Except in the Investors, no Investor shall be required to indemnify any Person under Section 9.2(b) for an aggregate amount event of Indemnifiable Losses exceeding US$1,000,000. (d) With respect to the Company Partiesfraud, the provisions of this Article VII, Section 6.2(c) and Section 8.3 are the sole and exclusive basis for the assertion of claims against, or the imposition of liability on, any party hereto or any officer, director, member or manager of any party hereto or any Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices Entity in connection with claims made by each the ownership or operation of the Investors. (e) Notwithstanding anything contained in Company Entities prior to the Closing, or this Agreement and the transactions contemplated hereby, whether based on contract, tort, statute, regulation or otherwise. Each party irrevocably waives and relinquishes, and agrees not to the contraryassert or pursue, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different claim not based on the provisions of this Agreement for the same damagesArticle VII, Section 6.2(c), Section 8.3 or Section 9.2. (f) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9, the breach of any covenants and agreements, and calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability under Sections 9.2(a)(iSection 8.2(a)(i), Section 8.2(a)(ii) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i8.2(b)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, hereof unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 US $250,000 (the Threshold Amount“Basket”) and, in such event, the Indemnitors indemnifying party shall be required to pay all Indemnifiable Losses in excess the amount of the Threshold Amountsuch excess; provided that the Threshold Amount Basket limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure correct of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold AmountFundamental Reps. (cb) With respect to the Investors, no Investor Neither Sellers nor Purchaser shall be required to indemnify any Person under Section 9.2(b8.2(a)(i), 8.2(a)(ii) or 8.2(b)(i) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000US $9,300,000 (the “Cap”) in connection with Losses related to the failure to be true and correct of any of the representations or warranties of Sellers or Purchaser in Articles IV, V and VI, respectively; provided that there shall be no Cap with respect to Losses related to the failure to be true and correct of any of the Fundamental Reps. (c) Sellers shall have no right of contribution or other recourse against the Purchased Entities or their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any Third Party Claims asserted by Purchaser Indemnified Parties, it being acknowledged and agreed that the covenants and agreements of the Purchased Entities are solely for the benefit of the Purchaser Indemnified Parties. (d) With respect If a Purchaser Indemnified Party is entitled to indemnification from Sellers hereunder, such indemnification obligation of Sellers will (i) first, be satisfied by offsetting any amounts otherwise payable under the Notes and (ii) to the Company Partiesextent any such indemnification obligations are not so satisfied, and any remaining indemnification obligations of the Company Parties Sellers will be satisfied (A) against any Shares issued pursuant to this Agreement and (B) to the extent of any indemnification obligation of the Sellers remaining after any offsets pursuant to the foregoing clause (A), by offsetting any amounts payable as Earnout Shares (as defined in the Earnout Agreement) under the Earnout Agreement. Except in connection with or relating to a breach of any Fundamental Reps or covenants of Sellers, Sellers shall not be required entitled to indemnify satisfy any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (indemnification obligations hereunder other than by offsetting against the Notes, the Shares issued pursuant to this Agreement or the Earnout Shares, as set forth in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investorsthis Section 8.4(d), and Purchaser acknowledges that its recourse is so limited. (e) Notwithstanding anything contained In determining the amount of any Losses for which the indemnified parties are entitled to assert a claim for indemnification hereunder, the amount of any such Losses will be determined after deducting therefrom (i) the Tax benefit actually realized by such indemnified parties arising from the incurrence or payment of any such Losses in this Agreement the taxable year in which the Losses are incurred or paid and (ii) the amount of any insurance proceeds (after giving effect to the contraryany applicable deductible or retention and resulting retrospective or other premium adjustment) actually received by such indemnified parties in respect of such Losses, any amounts payable pursuant to this Agreement shall be paid without duplication, in each case net of costs and in no event shall any Indemnitee be expenses incurred by such indemnified under different provisions of this Agreement for the same damagesparties or their Affiliates. (f) For purposes of determining Notwithstanding anything to the failure of contrary set forth in this Agreement, SA shall not have any representations or warranties to be true and correct indemnification obligation under this Section 9, Agreement for an amount greater than his share of the breach of any covenants and agreements, and calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregardedPurchase Price received.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject Notwithstanding the provisions of this Article IX, no Purchaser Indemnified Party shall be entitled to assert any Indemnification Claim pursuant to Section 9.2(a) unless and until the other limitations set forth in this Section 9.7, an Indemnitor shall not have any liability under Sections 9.2(a)(i) or aggregate amount of the Losses suffered by the Purchaser Indemnified Parties exceeds $150,000 (b)(ithe “Deductible”), as applicable, except to in which case the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise Purchaser Indemnified Parties shall be entitled to indemnification pursuant to Section 9.2(a)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (only for Losses in excess of the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correctDeductible. (b) An Indemnitor Anything to the contrary in this Agreement notwithstanding, the maximum aggregate obligation of the Sellers for all Indemnification Claims pursuant to Section 9.2(a) and 9.2(b) shall not have any liability under Sections 9.2(a)(i) or exceed $4,500,000 (b)(ithe “Cap”), except as applicableprovided in Section 9.5(c). Subject to a Final Determination, unless as between the aggregate amount of Indemnifiable Losses incurred by Sellers only (and without prejudice to the Indemnitees joint and indemnifiable thereunder based upon, attributable to or resulting from the failure of any several nature of the representations or warranties Sellers’ indemnification obligations under Section 9.2(a)), each Seller shall be liable for all Indemnification Claims made under Section 9.2(a) up to be true the Seller’s Pro Rata Share of the Indemnification Claim, and correct exceeds US$100,000.00 (to the Threshold Amount) and, in extent that a particular Seller is required hereunder to pay a Purchaser Indemnified Party more than such eventSeller’s Pro Rata Share of the Indemnification Claim, the Indemnitors shall be required other Seller hereby agrees to pay all Indemnifiable Losses in excess of the Threshold Amount; provided that the Threshold Amount limitation shall not apply to Indemnifiable Losses related indemnify and reimburse such Seller with respect to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold Amountamount exceeding such Seller’s Pro Rata Share. (c) With respect Notwithstanding Section 9.5(b), the maximum aggregate obligation of the Sellers for all Indemnification Claims pursuant to Section 9.2(a) to the Investorsextent based on a breach of a representation or warranty set forth in Sections 3.1 (organization), 3.2 (authority), 3.3 (capitalization), 3A.1 (Seller authority) or 3A.2 (no Investor conflict) shall be required to indemnify any Person under Section 9.2(b) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000not exceed the Purchase Price. (d) With Anything to the contrary in this Section 9.5 notwithstanding, no Seller shall be entitled to the benefit of the Deductible and Cap with respect to any Indemnification Claim to the Company Parties, extent arising out of or relating to the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount fraud or fraudulent misrepresentation of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investorssuch Seller. (e) Notwithstanding anything contained Anything to the contrary in this Agreement notwithstanding, no Seller Indemnified Party shall be entitled to be indemnified with respect to an Indemnified Claim based on a breach of a representation or warranty under Article III or Article III.A to the contrary, any amounts payable pursuant extent that TOG had actual knowledge of such breach prior to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damagesClosing. (f) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9, the breach of any covenants and agreements, and calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability Liability under Sections 9.2(a)(i) or (b)(iSection 8.2(a)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i8.2(b)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, hereof unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 three-fourths percent (0.75%) of the Purchase Price (the Threshold Amount“Basket”) and, in such event, the Indemnitors indemnifying party shall be required to pay the amount of all Indemnifiable such Losses in excess of the Threshold AmountBasket; provided that the Threshold Amount Basket limitation shall not apply to Indemnifiable Losses related to the failure to be true and correct of any Specified Representations or any of the representations or and warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true the Seller Special Representations, the Seller Statute of Limitations Representation and correctthe Purchaser Special Representations. In addition, the indemnified party shall have no recourse under this Article for any individual items where the Loss relating thereto is less than $25,000; provided, furtherhowever, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) such items shall be disregarded aggregated for purposes of calculating determining whether the Threshold AmountBasket has been exceeded in accordance with the first sentence of this Section 8.4(a). (cb) With respect to Neither the Investors, no Investor Sellers nor Purchaser shall be required to indemnify any Person under Section 9.2(b8.2(a)(i) or 8.2(b)(i) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000thirty percent (30%) of the Purchase Price (the “Cap”) in connection with Losses related to the failure to be true and correct of any of the representations or warranties of the Sellers or Purchaser in Articles III, IV and V, respectively; provided that there shall be no Cap with respect to Losses related to the failure to be true and correct of any of the representations or warranties contained in the Seller Special Representations, the Seller Statute of Limitations Representation and the Purchaser Special Representations. (d) With respect to the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (fc) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9correct, the breach of any covenants and agreements, and calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants representations and agreements warranties shall be disregarded. (d) No action taken by the Sellers, the Companies or the Subsidiaries in compliance with Section 6.2(c) shall be considered for purposes of determining the whether any representations or warranties are true and correct at Closing. (e) The representation and warranty contained in Section 4.13(b)(i) shall be deemed to be qualified by the phrase “To the Knowledge of the Sellers and the Companies” at the beginning thereof solely for purposes of determining whether the Sellers shall have Liability for Losses, subject to the other terms and conditions of this Article VIII, arising from the infringement, misappropriation or other violation of Intellectual Property rights of any third party that occurs before or after the Closing in accordance with the example set forth below. For purposes of clarity, the following example is provided: if the Sellers and the Companies had no Knowledge of a violation of the Intellectual Property rights of a third party and it is ultimately determined that such rights were violated and $100 of Losses (calculated in accordance with the balance of this Article VIII) resulted therefrom, $40 of which were attributable to pre-Closing violations and $60 of which were attributable to post-Closing violations, the Sellers would be responsible only for that portion of the Losses attributable to pre-Closing violations which would amount to $40 of such Losses. To the extent that any infringement, misappropriation or other violation of Intellectual Property rights of any third party occurs from and after the Closing solely as a result of modifications to the Intellectual Property made by Purchaser, the Sellers shall have no obligation to provide indemnification under this Article VIII. (f) The amount of the indemnifying party’s Liability under this Agreement shall be net of any amounts recovered by the indemnified party under applicable insurance policies and other savings that have been realized by, the indemnified party. If an indemnifying party’s obligation under Section 8.2 or Article IX arises in respect of an adjustment which makes allowable to the indemnified party, any of its Affiliates or, in the case of the Purchaser, effective upon the Closing, any Company or Subsidiary any deduction, amortization, exclusion from income or other allowance (a “Tax Benefit”) which would not, but for such adjustment, be allowable, then any payment by the indemnifying party to the indemnified party shall be an amount equal to (x) the amount otherwise due but for this subsection (d), minus (y) the present value of the Tax Benefit multiplied by the maximum federal or state, as the case may be, corporate Tax rate in effect at the time the relevant adjustment is made or, in the case of a credit, by 100 percent. The present value referred to in the preceding sentence shall be determined using a discount rate equal to the mid-term applicable federal rate in effect at the time the relevant adjustment is made and assuming that the Tax Benefit will be used at the earliest date or dates allowable by applicable Law; provided, however, that if the Tax Benefit constitutes an increase in basis of nondepreciable, nonamortizable property, it shall be taken into account only when actually realized prior to the expiration of the period provided for in Section 9.12. (g) Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall, in any event, be liable to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof; provided, that the foregoing shall not be construed to preclude recovery by the indemnified party in respect of Losses directly incurred from Third Party Claims. The Sellers and Purchaser shall each take commercially reasonable actions to mitigate their damages. (h) From and after the Closing, except in the event of fraud (in which case the parties shall be entitled to exercise all of their rights, and seek all damages available to them, under law or equity) the sole and exclusive remedy for any breach or failure to be true and correct, or alleged breach or failure to be true and correct, of any representation or warranty or any covenant or agreement in this Agreement, shall be indemnification in accordance with this Article VIII. In furtherance of the foregoing, the parties hereby waive, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contributions, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against the Sellers or Purchaser, as the case may be, arising under or based upon any federal, state or local Law (including any such Law relating to environmental matters or arising under or based upon any securities Law, common Law or otherwise). Notwithstanding the foregoing, this Section 8.4(g) shall not operate to interfere with or impede the operation of the provisions of Article IX or Article II providing for the (i) resolution of certain disputes relating to the Purchase Price between the parties and/or by an Arbiter and (ii) limit the rights of the parties to seek equitable remedies (including specific performance or injunctive relief). (i) The Sellers shall have no right of contribution or other recourse against the Companies or Subsidiaries or their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any Third Party Claims asserted by Purchaser Indemnified Parties, it being acknowledged and agreed that the covenants and agreements of the Companies are solely for the benefit of the Purchaser Indemnified Parties. (j) Purchaser Indemnified Parties shall be responsible for 25% of all Losses under Section 8.2(a)(viii) up to $1,300,000 on a proportional basis, such that the Sellers shall indemnify Purchase Indemnified Parties for 75% of Losses covered by Section 8.2(a)(viii) up to $1,300,000 and 100% of Losses in excess thereof.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to Notwithstanding the other limitations set forth in provisions of this Section 9.7Article IX, an Indemnitor neither Investor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, except to the extent that claims indemnification obligations for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) (i) for any individual item or 9.2(b)(i), as applicable, are less than group of related items arising out of the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicablesame event, unless the aggregate amount of Indemnifiable Losses incurred by for such individual item or group of related items exceeds $100,000 (the Indemnitees “De Minimis Amount”), and indemnifiable thereunder based uponthen only to the extent of such excess, attributable or (ii) unless the aggregate amount of all such Losses exceeds $1,000,000 (the “Deductible”), and then only to the extent of such excess; provided that the De Minimis Amount and Deductible limitations shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in any Fundamental Provisions. (b) The applicable Indemnifying Investor shall not be required to indemnify any Indemnified Persons under Section 9.2(a)(i) for an aggregate amount of Losses exceeding the applicable Cap in connection with Losses related to the failure to be true and correct of any of the representations or resulting warranties of such Indemnifying Investor in Article IV or Article V (other than any Fundamental Provisions); provided, that Losses arising from the failure of any of the representations or warranties contained in any Fundamental Provisions to be true and correct exceeds US$100,000.00 (the Threshold Amount) and, in such event, the Indemnitors shall be required to pay all Indemnifiable Losses in excess and breaches of the Threshold Amount; provided that the Threshold Amount limitation any covenants contained herein shall not apply to Indemnifiable Losses related to exceed the failure aggregate value of consideration (including net cash proceeds and the value of any Specified Representations Common Stock paid or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) delivered to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related such Indemnifying Investor pursuant to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold Amountthis Agreement). (c) With respect to the Investors, no Investor shall be required to indemnify any Person under Section 9.2(b) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000. (d) With respect to the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (f) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9correct, the breach of any covenants and agreements, and calculating Indemnifiable Losses hereunderpursuant to this Section 9.4, any materiality “material,” “materially,” “materiality,” or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (d) Any reimbursement or indemnification payable under this Article IX shall be reduced (including retroactively) by any insurance proceeds recovered by or on behalf of any Indemnified Person; provided that any such proceeds have actually been received by such Indemnified Person and are not contested or subject to any claims, including any claims of the insurance company from which the proceeds originated, in reduction of the related Losses. If any Indemnified Person will have received any amount as a result of a claim for any Losses hereunder (an “Indemnified Payment”), and any Indemnified Person will subsequently receive, directly or indirectly, insurance proceeds in respect of such Losses, provided that any such proceeds are not contested or subject to any claims, including any claims of the insurance company from which the proceeds originated, then such Indemnified Person will promptly pay to the Indemnifying Investor the amount of such insurance proceeds, or, if less, the amount of the Indemnified Payment. If an Indemnified Person’s Losses are covered by any insurance policies, indemnities, reimbursement arrangements or Contracts pursuant to which or under which such Indemnified Person is a party or has rights, each Indemnified Person will use commercially reasonable efforts to recover under such policies, indemnities or other reimbursement arrangements. (e) Notwithstanding Section 6.13, any reimbursement or indemnification payment under this Article IX shall be (A) reduced by the product of (x) the amount of any Tax benefit actually realized by an Acquired Entity as a refund of Taxes or reduction in cash Taxes payable as a result of the incurrence or payment of any such Loss (including as a result of the facts, matters, events or circumstances giving rise to such Losses) giving rise to such reimbursement or indemnification payment within two (2) years of such incurrence or payment, multiplied by (y) the Indemnifying Investor’s Applicable Percentage and (B) increased by the amount of any withholding Tax imposed on any reimbursement or indemnification payment actually made to the Indemnified Person that is the Company or the Ileos Investor, as applicable, under this Article IX (including any withholding Tax applicable to additional sums payable under this Section 9.4(e)). In computing the amount of any such Tax benefit under clause (A)(x) in the preceding sentence, the Acquired Entity shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising as a result of the incurrence or payment of any such Loss. For purposes of this Section 9.4(e), an Acquired Entity shall be deemed to have “actually realized” a Tax benefit to the extent that, and at such time as, (x) the amount of Taxes that such Acquired Entity would be required to pay but for the incurrence or payment of any such Loss exceeds (y) the amount of Taxes payable by such Acquired Entity after taking into account the incurrence or payment of any such Loss (for this purpose treating any right to a refund as a negative amount of Taxes payable or required to be paid, where applicable). The determination of whether or not any Tax benefit has been actually realized by the Acquired Entity and the amount of any such Tax benefit shall be determined in the Indemnified Person’s reasonable discretion. The Indemnified Persons shall reasonably cooperate with the Indemnifying Investor to reduce, mitigate or eliminate any withholding Tax imposed on any reimbursement or indemnification payment made under this Article IX. (f) The parties hereto agree to treat any reimbursement or indemnification payment under this Article IX as an adjustment to the consideration received for the transfer of the applicable Acquired Entities, unless otherwise required by applicable Law.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor 8.5.1 Seller shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true 8.2.1.1 and correct. (b) An Indemnitor Buyer shall not have any liability under Sections 9.2(a)(i) or (b)(i)Section 8.3.1.1, as applicableunless, unless in each case, the aggregate amount of Indemnifiable Losses incurred and indemnifiable by the Indemnitees and indemnifiable Seller Indemnified Parties or the Buyer Indemnified Parties, respectively, thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 $4,300,000 (the Threshold Amount“Basket”) and, in such event, the Indemnitors Buyer or Seller, as applicable shall be required to pay the amount of all Indemnifiable such Losses in excess of the Threshold AmountBasket; provided that the Threshold Amount Basket limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure correct of any Specified Representation or any of the representations or and warranties set forth contained in Sections 3.20 (Tax Matters) 3.1, 3.2, 3.3, 3.4, 4.1, 4.2, 4.3 or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold Amount4.4. (c) With respect to the Investors, no Investor shall be required to indemnify any Person under Section 9.2(b) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000. (d) With respect to the Company Parties, the Company Parties 8.5.2 Seller shall not be required to indemnify any Person Buyer Indemnified Party under Section 9.2(a) 8.2.1.1 and Buyer shall not be required to indemnify any Seller Indemnified Party under Section 8.3.1.1, in each case, for an aggregate amount of Indemnifiable Losses greater than $86,000,000 (other than in the “Cap”); provided that there shall be no Cap with respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to Losses related to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (f) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9, the breach of any covenants of the representations and agreementswarranties contained in Sections 3.1, and 3.2, 3.3, 3.4, 4.1, 4.2, 4.3 or 4.4. 8.5.3 For purposes of calculating Indemnifiable Losses hereunder, any materiality or Company Material Adverse Effect qualifications in the representations and warranties shall be disregarded. 8.5.4 Seller shall have no right of contribution or other recourse against the Company or the Company Subsidiaries or their respective directors, officers, employees, affiliates, agents, attorneys, representatives, assigns or successors for any Third Party Claims asserted by any Buyer Indemnified Party, except as set forth in Section 8.3. 8.5.5 The right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement, or any certificate or ancillary document (other than the Investor Rights Agreement) delivered pursuant hereto, shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and agreements. 8.5.6 In the event of any Loss in respect of which an Indemnified Party asserts an indemnification claim, the Indemnified Party shall use reasonable best efforts to mitigate the consequences of such Loss; provided that if the underlying event is determined to give rise to Losses that are indemnifiable or recoverable hereunder, any reasonable out-of-pocket costs or expenses incurred in connection with such mitigation shall be disregardeddeemed to be Losses. 8.5.7 No Indemnified Party shall be entitled to any indemnification to the extent that the cost or benefit related to such Loss was reflected in or taken into account in the calculation of the Closing Working Capital Amount or in any amounts that have reduced the Closing Cash Consideration pursuant to clauses (D) and (E) of Section 2.1.1.1. 8.5.8 Any indemnity payment due and payable by an Indemnifying Party to the Indemnified Party under this Agreement shall be (A) net of (and, for the avoidance of doubt, reduced, whether retroactively or otherwise by) any and all third party insurance proceeds and recoveries in respect of third party indemnification obligations actually received by the Indemnified Party thereof in respect of such Loss, whether such proceeds are received before or after indemnity payments are made; provided that such proceeds and recovery will be determined net of the reasonable, out-of-pocket costs and expenses incurred in connection with or otherwise related to prosecuting the claims necessary to obtain such proceeds and recovery and (B) reduced to take account of any net Tax benefit actually taken into account (calculated on a “with and without” basis) with respect to a Tax year ending on or before the last day of the third (3rd) full Tax year following the Closing Date or, if later, in the Tax year in which such Loss is incurred for Tax purposes and in the next succeeding year. 8.5.9 In no event shall any Party’s indemnification obligation hereunder cover or include punitive, exemplary or similar damages, or lost profits (if and to the extent not reasonably foreseeable) suffered by any other party entitled to indemnification under this Agreement except to the extent such damages are paid by an Indemnified Party to a third party. 8.5.10 All indemnification payments made pursuant to this Article 8 shall be treated by the Parties as adjustments to the Purchase Price unless otherwise required by applicable Law.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability under Sections 9.2(a)(iSection 10.2(a)(i) or (b)(i), as applicable, Section 10.2(b)(i) except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 $250,000 (the Threshold Amount) and, in such event, the Indemnitors shall be required to pay all Indemnifiable Losses in excess of the Threshold Amount; provided that the Threshold Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold Amount.the (cb) With respect to the Investors, no Investor Neither Seller nor Purchaser shall be required to indemnify any Person under Section 9.2(b10.2(a)(i) or 10.2(b)(i) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000. (d) With respect $4,000,000 in connection with Losses related to the Company Partiesfailure to be true and correct of any of the representations or warranties of Seller or Purchaser, the Company Parties respectively; provided, that (i) Seller shall not be required to indemnify any Person under Section 9.2(a10.2(a)(i) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices Price in connection with claims made by each Losses related to the failure to be true and correct of any of the Investorsrepresentations or warranties contained in Sections 5.1 (organization and good standing), 5.2 (authorization of agreement), 5.4 (title to purchased assets; sufficiency), 5.6 (taxes), 5.11 (employee benefits), 5.15 (environmental matters) and 5.18 (financial advisors) and 6.1 (organization), 6.2 (authorization of agreement) and 6.7 (financial advisors) and (ii) Seller shall not be required to indemnify any Person under Section 10.2(a)(i) for an aggregate amount of Losses exceeding $8,000,000 in connection with Losses related to the failure to be true and correct of the representations or warranties of Seller contained in Section 5.9 (intellectual property). (e) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (fc) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9correct, the breach of any covenants and or agreements, and calculating Indemnifiable Losses hereunder, hereunder any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded.. 10.5

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, hereof unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct hereunder exceeds US$100,000.00 $325,000 (the Threshold Amount“Basket”) and, in such event, the Indemnitors indemnifying party shall be required to pay all Indemnifiable only for the amount by which such Losses in excess of exceed the Threshold AmountBasket; provided provided, that the Threshold Amount Basket limitation shall not apply to Indemnifiable Losses related to (x) the failure to be true and correct of any Specified Representations or any of the representations or and warranties set forth in Sections 3.20 5.1 (Tax Mattersorganization and good standing), 5.2 (authorization of agreement; ownership of seller), 5.6 (title to purchased assets; sufficiency; fair consideration), 5.8 (taxes), 5.13 (employee benefits), 5.22 (financial advisors) or 3.29 and 5.23 (Employment Benefit Planscertain payments), and 6.1 (organization and good standing), 6.2 (authorization of agreement) and 6.5 (financial advisors) of this Agreement, (y) any indemnification claim arising out of any fraudulent or, if determined to be true and correct; providedintentional or willful by a court of competent jurisdiction in a final nonappealable judgment, further, that any claim intentional or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure willful breach of any Specified Representation representation of Seller in this Agreement or in any representations Seller Document or warranties set forth in Sections 3.20 (Tax Mattersz) or 3.29 (Employment Benefit Plans) any indemnification claim arising out of any fraudulent or, if determined to be true and correct) shall be disregarded for purposes intentional or willful by a court of calculating the Threshold Amountcompetent jurisdiction in a final nonappealable judgment, intentional or willful breach of any representation of Purchaser in this Agreement or in any Purchaser Document. (cb) With respect to None of Seller, the InvestorsVoting Trustees, no Investor the Voting Shareholders or Purchaser shall be required to indemnify any Person under Section 9.2(b9.2(a)(i) or 9.2(b)(i) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000twenty-five percent (25%) of the Purchase Price actually paid to Seller (the “Cap”); provided, that there shall be no Cap with respect to Losses related to (x) the failure to be true and correct of any of the representations or warranties contained in Sections 5.1 (organization and good standing), 5.2 (authorization of agreement; ownership of seller), 5.6 (title to purchased assets; sufficiency), 5.8 (taxes), 5.13 (employee benefits), 5.17 (environmental matters), 5.22 (financial advisors) and 5.23 (certain payments), and 6.1 (organization and good standing), 6.2 (authorization of agreement) and 6.5 (financial advisors) of this Agreement, (y) any indemnification claim arising out of any fraudulent or, if determined to be intentional or willful by a court of competent jurisdiction in a final nonappealable judgment, intentional or willful breach of any representation of Seller in this Agreement or any Seller Document or (z) any indemnification claim arising out of any fraudulent or, if determined to be intentional or willful by a court of competent jurisdiction in a final nonappealable judgment, intentional or willful breach of any representation of Purchaser in this Agreement or any Purchaser Document. (dc) With respect to the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to the contrary, any Any amounts payable pursuant to this Agreement Article IX shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (f) For purposes of determining the failure net of any representations or warranties to be true and correct under this Section 9, insurance proceeds actually received by the breach of any covenants and agreements, and calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect qualifications party in the representations, warranties, covenants and agreements shall be disregardedconnection with such Loss.

Limitations on Indemnification for Breaches of Representations and Warranties. Notwithstanding anything in this Article IX to the contrary: (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability under Sections 3.4, Section 3.5, Section 9.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i9.2(b)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 $200,000 (the Threshold Amount“Basket”) and, in such event, the Indemnitors indemnifying party shall be required to pay the entire amount of all Indemnifiable such Losses (and not just Losses in excess of the Threshold AmountBasket); provided provided, that the Threshold Amount Basket limitation shall not apply to Indemnifiable Losses related to the failure to be true and correct of any Specified Representations or any of the representations or and warranties set forth in Sections 3.20 5.1 (Tax Mattersorganization and good standing), 5.2 (authorization of agreement), 5.6(a)(i) or 3.29 (Employment Benefit Planstitle to purchased assets; sufficiency), 5.8 (taxes), 5.13 (employee benefits), 5.17 (environmental matters), 5.24 (financial advisors) and 6.1 (organization and good standing), 6.2 (authorization of agreement) and 6.5 (financial advisors) of this Agreement (collectively, the “Fundamental Representations”). (b) Neither Sellers nor Purchaser shall be required to be true and correct; provided, further, that indemnify any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Person with respect to Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded correct of any of the Fundamental Representations, respectively, for purposes of calculating the Threshold Amount. (c) With respect to the Investors, no Investor an aggregate amount exceeding $12,500,000. Neither Sellers nor Purchaser shall be required to indemnify any Person under Section 9.2(b9.2(a)(i) or 9.2(b)(i) with respect to Losses related to the failure to be true and correct of any of the representations or warranties of Sellers or Purchaser (excluding the Fundamental Representations), respectively, for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000$2,000,000. (d) With respect to the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (fc) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9correct, the breach of any covenants and or agreements, and calculating Indemnifiable Losses hereunder, hereunder any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (d) The indemnification obligations of Sellers under this Article IX shall be reduced by any amount relating to: (i) insurance proceeds or other third party indemnification payments that any Purchaser Indemnified Party has actually received (net of expenses reasonably incurred by the indemnified party in collecting such amount, including any deductible amounts, attorneys’ fees, retroactive premium adjustments and expenses) in respect of Losses as of the date of the actual indemnification payment under this Article IX, (ii) the amount of any accounts payable reflected on the Closing Statement which, at any time up to the date of the actual indemnification payment under this Article IX, is revealed not to exist; and (iii) the amount of any accounts receivable omitted from the Closing Statement, which, at any time up to the date of the actual indemnification payment under this Article IX, is revealed to exist and should have been reflected on the Closing Statement according to GAAP. In connection with the foregoing and subject to appropriate confidentiality restraints, the Purchaser shall afford the Seller such access during normal business hours to the books and records as the Seller may reasonably request. (e) For the avoidance of doubt, the Purchaser Indemnified Parties acknowledge and agree that following the Closing, the indemnification provisions in Article IX and Article X shall be the exclusive remedy of the Purchaser Indemnified Parties with respect to the transactions contemplated by this Agreement and the Seller Documents, except with respect to (i) any failure by Sellers to perform or comply with any covenant or agreement on the part of Sellers contained in this Agreement or in any Seller Document, (ii) any Liabilities incurred by Purchaser as a result of any fraudulent statement or action of Sellers or (iii) injunctive relief (including specific performance), only pursuant to Section 7.5 above, if available under applicable Laws.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability under Sections 9.2(a)(iSection 10.2(a) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i10.2(b) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, hereof unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 $200,000 (the Threshold Amount“Basket”) and, in such event, the Indemnitors indemnifying party shall be required to pay only the amount of all Indemnifiable such Losses in excess of the Threshold AmountBasket amount; provided that providedthat the Threshold Amount Basket limitation shall not apply to Indemnifiable Losses related to the failure to be true and correct of any Specified Representations or any of the representations or and warranties set forth in Sections 3.20 5.1 (Tax Mattersorganization and good standing), 5.2 (authorization of agreement), 5.6 (title to purchased assets; sufficiency), 5.8 (taxes), 6.1 (organization and good standing) or 3.29 and 6.2 (Employment Benefit Plansauthorization of agreement) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold Amountthis Agreement. (cb) With respect to the Investors, no Investor shall be required to indemnify any Person under Section 9.2(b) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000. (d) With respect to the Company Parties, the Company Parties Sellers and Owners shall not be required to indemnify any Person under subsections (i), (ii) and (v) of Section 9.2(a10.2(a) for an aggregate amount of Indemnifiable Losses exceeding an amount equal to one-half (other than in respect of Defined Indemnifiable Losses1/2) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. Purchase Price (ethe “Cap”); provided, that (i) Notwithstanding anything contained in this Agreement there shall be no Cap with respect to Losses for which indemnification is provided under Section 10.2(a)(i) relating to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (f) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9, the breach of any covenants of the representations or warranties contained in Sections 5.1 (organization and agreementsgood standing), 5.2 (authorization of agreement), 5.6 (title to purchased assets; sufficiency) and calculating Indemnifiable Losses hereunder, 5.8 (taxes) of this Agreement and (ii) the limitation on indemnification provided by the Cap shall not apply in respect of subsection (ii) of Section 10.2(a) for any materiality breach(es) described thereunder that arise or Material Adverse Effect qualifications in occur after the representations, warranties, covenants and agreements shall be disregardedClosing.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability under Sections 9.2(a)(i7.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i7.2(b)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless hereof until the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 Twenty-One Thousand Seven Hundred Fifty Dollars ($21,750) (the Threshold Amount“Basket”) and, in such event, the Indemnitors indemnifying party shall be required to pay all Indemnifiable Losses the amount in excess of the Threshold AmountBasket (subject to the other limitations on indemnification set forth in this Agreement); provided provided, however, that the Threshold Amount limitation Basket shall not apply to Indemnifiable Losses related to in the event of any failure of any Specified of the Fundamental Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correctcorrect or in the event of fraud. (b) An indemnifying party shall not have any liability under Sections 7.2(a)(i) or Section 7.2(b)(i) hereof for an aggregate amount of Losses exceeding Four Hundred Thousand Dollars ($400,000) (the “Cap”); provided, furtherhowever, that the Cap shall not apply in the event of any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) of the Fundamental Representations to be true and correct) correct or in the event of fraud, but the aggregate amount of Losses for which an indemnifying party shall have liability in respect of any failure of the Fundamental Representations to be disregarded for purposes true and correct or in the event of calculating fraud shall not exceed the Threshold Amountamount of the Merger Consideration. (c) With respect to Except in the Investorsevent of fraud, no Investor shall be required to indemnify the provisions of this Article VII and Section 8.3 are the sole and exclusive basis for the assertion of claims against, or the imposition of liability on, any Person under Section 9.2(b) for an aggregate amount party hereto or any officer or director of Indemnifiable Losses exceeding US$1,000,000. (d) With respect to any party hereto or the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each the ownership or operation of the Investors. (e) Notwithstanding anything contained in Company prior to the Closing, or this Agreement and the transactions contemplated hereby, whether based on contract, tort, statute, regulation or otherwise. Each party irrevocably waives and relinquishes, and agrees not to the contraryassert or pursue, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different claim not based on the provisions of this Agreement for the same damagesArticle VII, Section 8.3 or Section 9.2. (f) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9, the breach of any covenants and agreements, and calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability under Sections 9.2(a)(iSection 8.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i9.2(b)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, hereof unless the aggregate amount of Indemnifiable Losses incurred by and Expenses to the Indemnitees and indemnifiable indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any of the representations representation or warranties warranty to be true and correct correct, other than the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.5, 4.11, 4.16 and 4.21 and the representations and warranties of Purchaser set forth in Sections 5.1 and 5.2 hereof, exceeds US$100,000.00 $500,000 (the Threshold Amount"Basket") and, in such event, the Indemnitors indemnifying party shall be required to pay the entire amount of all Indemnifiable such Losses in excess of the Threshold Amount; provided that the Threshold Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold AmountExpenses. (cb) With respect to Neither the Investors, no Investor Selling Stockholders nor Purchaser shall be required to indemnify indemnify, any Person under Section 9.2(b8.2(a)(i) or 8.2(b)(i) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000$11,250,000 (the "Cap") in connection with Losses related to the breach of any representation and warranty of the Selling Stockholders or Purchaser in Articles IV and V, respectively, other than for the breach of any representation or Warranty contained in Sections 4.1, 4.2, 4.3, 4.5, 4.11, 4.16 and 4.21 and the representations and warranties of Purchaser set forth in Sections 5.1 and 5.2 of this Agreement. (d) With respect to the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (fc) For purposes of determining the failure establishing breaches of any representations or warranties to be true and correct under this Section 9representations, the breach of any warranties, covenants and agreements, agreements and of calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect material adverse effect qualifications in the representations, warranties, covenants and agreements shall be disregardedignored. (d) The Selling Stockholders shall have no recourse against the Company or its Subsidiaries or their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any Claims asserted by Purchaser Indemnified Parties. (e) The Selling Stockholders and Purchaser acknowledge and agree that the foregoing indemnification provisions of this Article VIII. (f) shall be the exclusive remedy for breach of this Agreement and the transactions contemplated thereby.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, hereof unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified Parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 $1,500,000 (the Threshold Amount"Indemnification Basket") and, in such event, the Indemnitors indemnifying party shall be required to pay the entire amount of all Indemnifiable Losses such Losses, in excess of the Threshold Amount$1,500,000; provided that the Threshold Amount Indemnification Basket limitation shall not apply to Indemnifiable Losses related to the failure to be true and correct of any Specified Representations or any of the representations or and warranties set forth in Sections 3.20 3.1 (Tax Matters) or 3.29 Authorization), 3.4 (Employment Ownership), 3.5 (Financial Advisors), 3.6 (Investor Representations), 4.1 (Organization), 4.2 (Authorization), 4.4 (Capitalization), 4.5 (Subsidiaries and Affiliated Entities), 4.15 (Employee Benefit Plans), 4.25 (Financial Advisors), 5.1 (Organization) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount 5.2 (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax MattersAuthorization) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold Amounthereof. (cb) With respect to the Investors, no Investor shall be required to indemnify any Person under Section 9.2(b) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000. (d) With respect to the Company Parties, the Company Parties The Principal Securityholders shall not be required to indemnify any Person under Section 9.2(a9.2(a)(i) for an aggregate amount of Indemnifiable Losses exceeding ten percent (other than in respect 10%) of Defined Indemnifiable Lossesthe sum of the Final Total Merger Consideration and the Final Net Debt (the "General Indemnification Cap") exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement Losses related to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (f) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9, the breach of any covenants of the representations or warranties of the Principal Securityholders or the Company in Articles III, or IV, respectively; provided that there shall be no General Indemnification Cap with respect to Losses related to the failure to be true and agreementscorrect of any of the representations or warranties contained in Sections 4.1 (Organization), 4.2 (Authorization of Agreement), 4.4 (Capitalization), 4.5 (Subsidiaries and Affiliated Entities), 4.15 (Employee Benefit Plans), 4.25 (Financial Advisors) and 4.26 (Certain Regulatory Matters) hereof. The Principal Securityholders shall not be required to indemnify any Person under Section 9.2(a)(i) for an aggregate amount of Losses exceeding twenty percent (20%) of the sum of the Final Total Merger Consideration and the Final Net Debt (the "Regulatory Indemnification Cap") in connection with Losses related to the failure to be true and correct of the representations or warranties contained in Section 4.26 (Certain Regulatory Matters). (c) Parent shall not be required to indemnify any Person under Section 9.2(b)(i) for an aggregate amount of Losses exceeding $7,500,000 (the "Parent Indemnification Cap") in connection with Losses related to the failure to be true and correct of any of the representations or warranties of Parent in Article V; provided that there shall be no Parent Indemnification Cap with respect to Losses related to the failure to be true and correct of any of the representations or warranties contained in Sections 5.1 (Organization) and 5.2 (Authorization) hereof. (d) Solely for purposes of calculating Indemnifiable the amount of Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (e) From and after the Closing, the Principal Securityholders shall have no right of contribution or other recourse against the Surviving Corporation or its directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any Third Party Claims or claims for breaches of this Agreement asserted by Parent Indemnified Parties, it being acknowledged and agreed that the covenants and agreements of the Surviving Corporation are solely for the benefit of Parent Indemnified Parties. (f) No Losses shall be asserted with respect to any matter which is covered by insurance proceeds to the extent of such insurance proceeds, provided, however, Principal Securityholders shall indemnify any Person for any increase in insurance premiums directly caused by such Losses as indicated in writing by the applicable insurance carrier. (g) In the event that the Principal Securityholders indemnify Parent Indemnified Parties for Losses arising out of a set of facts for which indemnification is available under any contract to which the Company or its Subsidiaries is a party prior to the Effective Time (including, without limitation, the CHMG Agreement, and the Asset Purchase Agreement, dated June 2, 2004, by and among WG Acquisition Corp., Four Seasons Healthcare, Inc. and Wiregrass Hospice, Inc.), Parent shall cause the Surviving Corporation or its Subsidiaries to (i) at the expense of the Stockholder Representative, cooperate with the Stockholder Representative to assert any applicable indemnification claims under such contracts and remit to the Principal Securityholders any amounts recovered (net of any taxes and expenses) in respect of such claims, provided that any amount remitted to the Principal Securityholders shall not be included in Losses in calculating the General Indemnification Cap and the Regulatory Indemnification Cap in Section 9.4(b) or (ii) if permitted under any applicable contract, assign any such rights to the Stockholder Representative for the benefit of the Securityholders. (h) Except as otherwise provided in Section 9.2(a), an indemnified party's recovery from an indemnifying party under Article IX shall in no event include any special, indirect, consequential or punitive damages.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability under Sections 9.2(a)(iSection 10.1(a)(i) or Section 10.1(b)(i) hereof: (b)(i), as applicable, except i) unless and until the total amount of Losses to the extent that claims for Indemnifiable Losses with respect indemnified parties finally determined to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees and indemnifiable arise thereunder based upon, attributable to or resulting from the failure breach of any of all representations and warranties, exceeds, in the representations or warranties to be true and correct exceeds US$100,000.00 aggregate Four Million Dollars ($4,000,000.00) (the Threshold Amount) and“Deductible”), in and then only as to the amount of such event, the Indemnitors shall be required to pay all Indemnifiable Losses in excess of the Threshold AmountDeductible; provided provided, however, that the Threshold Amount limitation Deductible and the Cap specified in subsection (ii) below shall not apply to Indemnifiable breaches of Sections 5.1 (Organization and Good Standing), 5.2 (Authorization of Agreement), 5.4 (Ownership and Transfer of Shares), 6.1 (Organization and Good Standing; Authorization), 6.3 (Capitalization), 6.4(a) (Subsidiaries), 6.18 (Financial Advisors), 6.25 (Sufficiency of Assets), 7.1 (Organization and Good Standing), 7.2 (Authorization of Agreement) or 7.6 (Financial Advisors); and (ii) for any Losses related for which the indemnifying parties have liability under Section 10.2(a)(i) in excess of Thirty Two Million Dollars ($32,000,000.00) (the “Cap”) once the total amount of Losses to the failure indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the breach of any Specified Representations or any all representations or and warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than exceeds the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold AmountCap. (cb) With respect to the Investors, no Investor No representation or warranty of Seller or Parent contained herein shall be required to indemnify any Person under Section 9.2(b) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000. (d) With respect to the Company Partiesdeemed untrue or incorrect, the Company Parties and Seller and Parent shall not be required deemed to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each have breached a representation or warranty as a consequence of the Investors. (e) Notwithstanding anything existence of any fact, circumstance or event that is disclosed in response to another representation or warranty contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for extent that the same damagesapplicability thereof is reasonably apparent. (fc) For Purchaser shall not make any claim for indemnification under this Article X in respect of any matter that is taken into account in the calculation of Closing Date Working Capital pursuant to Section 3.1. (d) Materiality qualifications shall be given effect for purposes of determining the failure of any representations or warranties to be true and correct actionable under Section 10.1(a)(i) or Section 10.1(b)(i), but shall be disregarded for purposes of calculating Losses under this Section 9, the breach Article X. (e) No indemnifying party or any of its Affiliates shall have any covenants and agreements, and calculating Indemnifiable right of contribution from any indemnified party or any of its Affiliates with respect to any Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregardedclaimed by an indemnified party.

Limitations on Indemnification for Breaches of Representations and Warranties. Notwithstanding any provision of this Agreement or any Transaction Agreement to the contrary: (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor (i) The Company shall not have any liability indemnification, compensation or reimbursement obligations for Losses under Sections 9.2(a)(iSection 6.2 arising as a result of (A) a breach of the representations and warranties of the Company set forth in Article III, excluding the Company Fundamental Reps (the “Company Non-Fundamental Reps”) or (b)(i)B) a breach of or failure to perform any of the Company’s covenants or agreements contained in this Agreement, as applicable, except to the extent that claims for Indemnifiable Losses with respect to any individual claim (or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(iclaims) or 9.2(b)(i), as applicable, exceeds US$5,000.00 unless such claim (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims claims) involves Losses in excess of $250,000 (nor shall such item be applied to or considered for purposes of calculating the event that Basket (as defined below)); (ii) the Indemnifiable Company shall not have any indemnification, compensation or reimbursement obligations for Losses otherwise entitled to under Section 9.2(a)(i6.2(a)(i) or 9.2(b)(iarising as a result of a breach of the Company Non-Fundamental Reps unless and until the aggregate amount of all such Losses for which the Company is finally determined to be liable exceeds one percent (1%) of the Purchase Price (the “Basket”), as applicable, are less than and the Minimum Claim Amount); provided that the Minimum Claim Amount limitation Company shall not apply to Indemnifiable Losses related only have indemnification obligations to the failure extent of any Specified Representation the excess of such Losses over the Basket, (iii) subject to clause (iv), in no event shall the aggregate indemnification, compensation and reimbursement to be paid by Company for Losses under Section 6.2(a)(i) arising as a result of a breach of the Company Non-Fundamental Reps (including those in Section 3.11) exceed ten percent (10%) of the Purchase Price (the “Closing Cap”), (iv) in no event shall the aggregate indemnification, compensation or any reimbursement obligations of the Company for Losses under Section 6.2(a)(i) arising as a result of a breach of the representations or and warranties of the Company set forth in Sections 3.20 Section 3.11, after taking into account the aggregate indemnification, compensation and reimbursement paid by the Company for Losses under Section 6.2(a)(i) arising as a result of a breach of any other Company Non-Fundamental Reps, exceed twenty-five percent (Tax Matters25%) or 3.29 of the Purchase Price, and (Employment Benefit Plansv) in no event shall the aggregate indemnification, compensation and reimbursement obligations to be true and correctpaid by the Company for Losses under Section 6.2 exceed the Purchase Price. (b) An Indemnitor (i) Buyer shall not have any liability indemnification, compensation or reimbursement obligations for Losses under Sections 9.2(a)(iSection 6.3 arising as a result of (A) a breach of the Buyer Non-Fundamental Reps or (b)(i), as applicable, unless the aggregate amount B) a breach of Indemnifiable Losses incurred by the Indemnitees and indemnifiable thereunder based upon, attributable or failure to or resulting from the failure of perform any of the representations Buyer’s covenants or warranties agreements contained in this Agreement, with respect to be true and correct exceeds US$100,000.00 any individual claim (the Threshold Amountor series of related claims) and, in unless such event, the Indemnitors shall be required to pay all Indemnifiable claims (or series of claims) involves Losses in excess of the Threshold Amount; provided that the Threshold Amount limitation $250,000 (nor shall not apply such item be applied to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded considered for purposes of calculating the Threshold Amount. Basket); (cii) With respect to the InvestorsBuyer shall not have any indemnification, no Investor shall be required to indemnify any Person compensation and reimbursement obligations for Losses under Section 9.2(b6.3(a) for an arising as a result of a breach of the Buyer Non-Fundamental Reps unless and until the aggregate amount of Indemnifiable Losses exceeding US$1,000,000. (d) With respect to all such Losses, finally determined, exceeds the Company PartiesBasket; provided, however, that from and after such time as the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate total amount of Indemnifiable such Losses (other than in respect of Defined Indemnifiable Losses) exceeding exceeds the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to the contraryBasket, any amounts payable pursuant to this Agreement then Buyer shall be paid without duplicationliable only for the portion that exceeds the Basket, and (iii) in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (f) For purposes of determining the failure of any representations or warranties aggregate indemnification, compensation and reimbursement to be true and correct paid by Buyer for all Losses under this Section 9, the 6.3(a) arising as a result of a breach of any covenants and agreementsthe Buyer Non-Fundamental Reps exceed the Closing Cap, and calculating Indemnifiable (iv) in no event shall the aggregate indemnification, compensation or reimbursement to be paid by Buyer for Losses hereunder, any materiality or Material Adverse Effect qualifications in under Section 6.3 exceed the representations, warranties, covenants and agreements shall be disregardedPurchase Price.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Any Indemnification Claim required to be made by either Purchaser or the Selling Stockholder, as the case may be, on or prior to the expiration of the applicable survival period set forth in Section 10.1, and not made, shall be irrevocably and unconditionally released and waived by such party. (b) Notwithstanding the provisions of this Article X, the Selling Stockholder shall not have any indemnification obligations for Losses under Section 10.2(a)(x) unless the aggregate amount of all such Losses exceeds five hundred thousand dollars $500,000 (the “Basket Amount”); provided, that from and after such time as the total amount of Losses under Section 10.2(a)(x) exceeds the Basket Amount then the Selling Stockholder shall be liable for the entire Basket Amount and for all amounts exceeding the Basket Amount, and (ii) with the exception of indemnification for breaches of representations, warranties, and covenants set forth in Section 5.4, in no event shall the aggregate indemnification to be paid by the Selling Stockholder under Section 10.2(a)(x) exceed an amount equal to the sum of the Indemnification Escrow Amount and the Earnout Escrow Amount. Notwithstanding the provisions of this Article X, in no event shall the aggregate indemnification to be paid by the Selling Stockholder under Section 10.2(a)(z) exceed $350,000. (c) Subject to the other limitations provisions set forth in this Section 9.7Article X, an Indemnitor Purchaser and the Selling Stockholder hereby acknowledge and agree that the Indemnification Escrow Amount shall be available to compensate the Purchaser Indemnified Parties for any and all Losses, incurred or sustained by such parties, provided, however, that the termination of the Indemnification Escrow Agreement shall not have serve as a bar to recovery from the Selling Stockholder of any liability indemnifiable Losses that are not specifically limited to recovery prior to the termination of the Indemnification Escrow Agreement. (d) Neither party shall make any claim for indemnification under Sections 9.2(a)(ithis Article X in respect of any matter that is taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 3.3. (e) or The amount of Losses payable by an Indemnifying Party under this Article X shall (b)(i)x) be reduced by any insurance proceeds recovered or, as applicabledetermined in good faith by the Indemnified Party, except to recoverable, by the extent that claims for Indemnifiable Losses Indemnified Party with respect to any the claim or series of related claims for which Indemnitees are otherwise entitled indemnification is sought (whether or not the Indemnified Party chooses to indemnification pursuant to Section 9.2(a)(i) or 9.2(b)(ipursue such recovery), in each case (i) net of any applicable deductibles or similar costs or payments and (ii) net of any increase in the premium or other costs of obtaining insurance coverage reasonably related to such claim, as applicabledetermined in good faith by the Indemnified Party, exceeds US$5,000.00 and (y) be reduced by the Minimum Claim Amount) actual reduction in Taxes due and payable by the Indemnified Party in the fiscal year in which such claim occurs below the amount of Taxes that otherwise would have been paid by the Indemnified party in such fiscal year solely but for the tax effect of the payment by the Indemnifying Party to the Indemnified Party in respect of such Loss, as determined in good faith by the Indemnified Party (it being agreed and understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims (1) in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related reduction to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless the aggregate amount of Indemnifiable Losses incurred as a result of the application of this clause (y) cannot be computed in good faith by the Indemnitees and indemnifiable thereunder based upon, attributable to or resulting Indemnified Party at the time payment from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 (the Threshold Amount) and, in such event, the Indemnitors shall be required to pay all Indemnifiable Losses in excess of the Threshold Amount; provided that the Threshold Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold Amount. (c) With respect to the Investors, no Investor shall be required to indemnify any Person under Section 9.2(b) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000. (d) With respect to the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than Indemnifying Party in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims Losses under this Article X is otherwise due, that such payment shall nonetheless be made by each of the Investors. (e) Notwithstanding anything contained in this Agreement Indemnifying Party to the contrary, Indemnified Party at such time without any amounts payable reduction thereto pursuant to this Agreement shall be paid without duplicationclause (y), and in no event that the Indemnified Party shall any Indemnitee be indemnified under different provisions of this Agreement reimburse the Indemnifying Party for the same damagesamount of any such reduction required pursuant to this clause (y) promptly following such time as the amount of any such reduction is determined in good faith by the Indemnified Party, and (2) this clause (y) does not require the Indemnified Party to take any action or make any election that it determines in good is not in the best interests of the Indemnified Party. (f) The disclosure of any matter or item in any Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. (g) For purposes of determining this Article X, the failure terms “material” and “Material Adverse Effect”, as such terms are used in any representation or warranty contained in Article V or VI or in any certificate delivered hereunder, shall be disregarded and, for purposes of any representations or this Article X, such representation and warranties shall be deemed to be true not qualified by such terms. (h) The right of the Indemnified Parties to indemnification or to assert or recover on any claim, shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and correct under delivery of this Section 9Agreement or the Closing Date, with respect to the breach accuracy of any covenants and agreements, and calculating Indemnifiable Losses hereunderor compliance with, any materiality or Material Adverse Effect qualifications in of the representations, warranties, covenants covenants, or agreements set forth in this Agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, shall not affect the right to indemnification or other remedy based on such representations, warranties, covenants, and agreements shall be disregardedobligations.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to Neither the other limitations set forth in this Section 9.7, an Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, except to Sellers nor the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 (the Threshold Amount) and, in such event, the Indemnitors shall be required to pay all Indemnifiable Losses in excess of the Threshold Amount; provided that the Threshold Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold Amount. (c) With respect to the Investors, no Investor Buyer Parties shall be required to indemnify any Person under Section 9.2(b8.2(a)(i) or 8.2(b)(i), (i) unless the aggregate amount of Indemnifiable Losses pursuant to Sections 8.2(a)(i) or 8.2(b)(i), as applicable, exceeds Five Hundred Thousand Dollars ($500,000) (the “Basket”), in which case, for the avoidance of doubt, the Sellers or the Buyer Parties, as applicable, shall be required to indemnify, defend and hold harmless for only those Indemnifiable Losses in excess of the Basket, or (ii) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000Nine Million Dollars ($9,000,000) (the “Cap”), in connection with Indemnifiable Losses related to the breach or inaccuracy of any of the representations or warranties of the Sellers or the Acquired Companies in Articles III and IV or the Buyer Parties in Article V; provided that there shall be no Basket or Cap with respect to Indemnifiable Losses related to the breach or inaccuracy of any of the Fundamental Representations, for breaches of or, for the sake of clarity, any amount due under Section 6.7 or in the case of fraud or intentional misrepresentation. (b) The Sellers and the Buyer Parties agree that the Basket and Cap amounts agreed herein assume that the Final Closing has occurred. In the event the Final Closing shall not have occurred, and provided that the failure to consummate the Final Closing shall not have been caused by the failure of the Sellers to perform in all material respects their covenants or agreements contained in this Agreement, the Basket and Cap shall be reduced such that the Basket shall equal two tenths of one percent (0.2%) of the actual purchase price received by the Sellers (either from the Buyer Parties or through a release from the Subsequent Closing Escrow Amount), and the Cap shall equal five percent (5%) of the actual purchase price received by the Sellers (either from the Buyer Parties or through a release from the Subsequent Closing Escrow Amount). (c) The Sellers shall have no right of contribution or other recourse against any of the Acquired Companies or any of their Subsidiaries or their directors, officers, Employees, Affiliates, agents, attorneys, representatives, assigns or successors for any Third Party Claims asserted by Buyer Indemnified Parties, it being acknowledged and agreed that the covenants and agreements of the Acquired Companies are solely for the benefit of the Buyer Indemnified Parties. (d) With respect The Sellers and the Buyer Parties agree that all indemnification payments under this Article VIII shall be paid by the Indemnifying Party net of any insurance coverage that may be available to the Company PartiesIndemnified Party, the Company Parties shall not be required to indemnify Acquired Companies or any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investorsits Subsidiaries. (e) Notwithstanding anything contained in this Agreement The Sellers and the Buyer Parties agree to the contrary, treat any amounts payable indemnity payment made pursuant to this Agreement shall be paid without duplication, Article VIII as an adjustment to the Initial Purchase Price for U.S. federal income and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damagesall other relevant tax purposes. (f) For the avoidance of doubt, “Buyer Parties” shall not include CBTC or CBTC PA for purposes of determining the failure of any representations or warranties to be true and correct under this Section 9, the breach of any covenants and agreements, and calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregardedArticle VIII.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability under Sections Section 9.2(a)(i), Section 9.2(b)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i9.2(c)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, hereof unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder hereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 $250,000 (the Threshold Amount“Deductible”) and, in such event, the Indemnitors indemnifying party shall be required to pay the entire amount of all Indemnifiable Losses such Losses, including the Deductible (subject to the other limitations contained in excess of the Threshold AmountSection 9.4); provided provided, that the Threshold Amount Deductible limitation shall not apply to Indemnifiable Losses related to the failure to be true and correct of any Specified Representations or any of the representations or and warranties set forth in Sections 3.20 4.1 (Tax Mattersorganization and good standing), 4.2 (authorization of agreement), 4.4 (ownership of the Seller), 4.7 (title to purchased assets; sufficiency; fair consideration), 4.11 (employee benefits) and 4.16 (financial advisors), 5.1 (organization and good standing), 5.2 (authorization of agreement) 5.4 (ownership of the Seller) and 6.1 (organization and good standing), 6.2 (authorization of agreement) or 3.29 6.4 (Employment Benefit Plansfinancial advisors) to be true and correct; providedof this Agreement (collectively, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold Amount“Enumerated Sections”). (cb) With respect to Neither the InvestorsSeller, no Investor the Stockholders nor Purchaser shall be required to indemnify any Person under Section 9.2(b9.2(a)(i), Section 9.2(b)(i) or 9.2(c)(i) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000$10,500,000 (the “Cap”); provided, that there shall be no Cap with respect to Losses related to the failure of any of the representations or warranties contained in the Enumerated Sections to be true and correct. (c) Except with respect to Losses related to the failure of any of the Seller’s representations or warranties contained in the Enumerated Sections to be true and correct, the indemnification obligations of the Seller pursuant to Section 9.2(a)(i) shall be limited to: (i) if a Seller Indemnified Party elects to assert such indemnification claim prior to January 3, 2009, then up to $350,000 in cash and an offset to the Available Earn-Out Amount; and (ii) if a Seller Indemnified Party elects to assert such indemnification claim on or after January 3, 2009, then an offset to the Available Earn-Out Amount. (d) With Except with respect to Losses related to the Company Partiesfailure of any of the Stockholder’s representations or warranties contained in the Enumerated Sections to be true and correct, the Company Parties indemnification obligations of each Stockholder pursuant to Section 9.2(b)(i) shall not be required limited to: (i) if a Seller Indemnified Party elects to indemnify any Person under Section 9.2(aassert such indemnification claim prior to January 3, 2009, then recourse solely against the Seller up to $350,000 in cash and an offset to the Available Earn-Out Amount; and (ii) for if a Seller Indemnified Party elects to assert such indemnification claim on or after January 3, 2009, then recourse solely as an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding offset to the respective Purchase Prices in connection with claims made by each of the InvestorsAvailable Earn-Out Amount. (e) Notwithstanding anything contained in this Agreement any provision herein to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee Stockholder be indemnified liable or responsible for any Losses under different provisions this Article IX in excess of the proceeds received (before deducting any expenses) by such Stockholder, in its capacity as a stockholder of the Seller, in connection with the transactions contemplated by this Agreement for the same damagesAgreement. (f) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9correct, the breach of any covenants and or agreements, and calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (g) Any amounts payable pursuant to this Article IX shall be net of any insurance proceeds actually received by the party in connection with such Loss.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor shall An indemnifying party will not have any liability under Sections 9.2(a)(iSection 5.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i5.2(a)(ii) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder under this Article 5 based upon, attributable to to, or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 $50,000 (the Threshold Amount“Deductible”) and, in such event, the Indemnitors shall indemnifying party will be required to pay the entire amount of all Indemnifiable such Losses in excess of the Threshold AmountDeductible; provided that that, the Threshold Amount Deductible limitation shall will not apply to Indemnifiable Losses related to to: (i) the failure to be true and correct of any Specified Representations or any of the representations or and warranties set forth in Sections 3.20 Section 3.1 (Tax Matters"Corporate Existence and Power"), Section 3.3 (“Corporate Authorization”), Section 3.4 (“Capitalization”), Section 4.1(a) through (c) (“Organization; Authority; No Breach”), Section 4.2 (“Capitalization; Title to Acquired Securities”), or 3.29 Section 4.8 (Employment Benefit Plans“Taxes”) to be true and correct; provided, further, that any claim of this Agreement; (ii) the Buyer’s or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure Target’s breach of any Specified Representation of the covenants contained in Article 7; or (iii) any indemnification claim arising out of any fraudulent breach of any representation or any representations warranty of the Buyer, MergerSub, the Target, NTR or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold AmountMembers. (cb) With respect to the Investors, no Investor shall The Buyer will not be required to indemnify any Person the Target Indemnified Parties under Section 9.2(b5.2(a) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000$50,000 (the “Buyer Cap”); provided that, there will be no Buyer Cap with respect to Losses related to any indemnification claim arising out of: (i) any fraudulent breach of any representation or warranty of Buyer or Merger Sub in this Agreement; (ii) any breach of any of the covenants contained in Article 7. (dc) With respect to the Company Parties, the Company The Article 4 Parties shall will not be required to indemnify any Person the Buyer Indemnified Parties under Section 9.2(a5.2(b) for an aggregate amount of Indemnifiable Losses exceeding $500,000 (other than in the “Target Cap”); provided that, there will be no Target Cap with respect of Defined Indemnifiable Lossesto Losses related to any indemnification claim arising out of: (i) exceeding the respective Purchase Prices in connection with claims made by each any breach of the Investorsrepresentations or warranties contained in Section 4.8; (ii) any fraudulent breach of any representation or warranty of Target, NTR or the Members in this Agreement; (iii) any breach of any of the covenants contained in Article 7. (e) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (fd) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9correct, the breach of any covenants and or agreements, and calculating Indemnifiable Losses hereunderunder this Article 5, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants covenants, and agreements shall will be disregarded. (e) Any amounts payable in accordance with this Article 5 will be net of any insurance proceeds actually received by the party in connection with such Loss. (f) Each indemnified party shall take, and shall cause their respective Affiliates to take, all reasonable steps to mitigate and otherwise minimize their Losses to the maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to any claims for indemnification. (g) No indemnifying party shall be liable to any indemnified party for any consequential, incidental or punitive damages or damages in the nature of loss of value or lost profits, without regard to whether such damages are alleged.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying Party shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(iSections 9.2(b)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, hereof unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder based uponhereunder exceeds $500,000 and that for the purposes of this calculation any individual Losses of less than $2,500 shall be ignored (provided, attributable to that claims of a similar nature or resulting from the failure type shall be aggregated for purposes of any of the representations or warranties to be true and correct exceeds US$100,000.00 this threshold) (the Threshold Amount“Basket”) and, in such event, the Indemnitors indemnified party shall be required entitled to pay all Indemnifiable Losses in excess seek indemnification for the full amount of the Threshold Amountsuch Losses; provided that the Threshold Amount limitation Basket shall not apply to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim correct or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure breach of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold AmountFundamental Representations. (cb) With respect to the Investors, no Investor The Sellers shall be required to indemnify not have any Person liability under Section 9.2(b9.2(a)(i) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000$6,250,000 (the “Cap”); provided that: with respect to Losses related to the failure to be true and correct or breach of any Fundamental Representation: (i) there shall be no Cap; and (ii) such Losses shall not be included in any calculation of the aggregate amount of Losses for purposes of determining whether or not the Cap has been exceeded. (d) With respect to the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (fc) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9or any breach thereof, the breach of any covenants and or agreements, and calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (d) If an Indemnifying Party pays in full the amount payable to the Indemnified Party in respect of any Loss and the Indemnified Party or its Affiliates subsequently recovers from a third party (including an insurer) an unconditional and final payment which relates to the matter that gave rise to that Loss, the Purchaser must notify the Indemnifying Party and: (i) if the amount paid by the Indemnifying Party to the Indemnified Party is less than the amount recovered from the third party (net of collection expenses, deductibles and taxes associated with such recovery), the Indemnified Party shall pay the Indemnifying Party an amount equal to the amount that the Indemnifying Party paid to the Indemnified Party; or (ii) if the amount paid by the Indemnifying Party to the Indemnified Party is more than the amount recovered from the third party (net of collection expenses, deductibles and taxes associated with such recovery), the Indemnified Party shall pay the Indemnifying Party an amount equal to the amount recovered from the third party (net of collection expenses, deductibles and taxes associated with such recovery). (e) The Purchaser shall cause the Company and Educationcity-US to take all steps required by Law to avoid or mitigate any Loss. (f) The Purchaser agrees that rescission shall not be available as a remedy for the breach of this Agreement and agrees not to claim that remedy, except in the case of claims based on fraud, intentional misrepresentation or willful misconduct.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor Seller shall not have any liability under Sections 9.2(a)(iSection 7.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, hereof unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct hereunder exceeds US$100,000.00 $50,000 (the Threshold Amount“Deductible”) and, in such event, the Indemnitors Seller shall be required to pay the entire amount of all Indemnifiable Losses in excess of such Losses, including the Threshold AmountDeductible; provided that the Threshold Amount Deductible limitation shall not apply to Indemnifiable Losses related to (x) the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure correct of any Specified Representation of the Fundamental Representations, or (y) any representations indemnification claim arising out of Fraud of Seller in this Agreement, or warranties set forth in Sections 3.20 (Tax Matters) any Seller Document or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold AmountCompany Document. (cb) With respect to the Investors, no Investor shall be required to indemnify any Person under Section 9.2(b) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000. (d) With respect to the Company Parties, the Company Parties Seller shall not be required to indemnify any Person under Section 9.2(a7.2(a)(i) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each an amount equal to 25% of the InvestorsCash Payment (the “Cap”); provided that (x) there shall be no Cap with respect to Losses related to any indemnification claim arising out of Fraud of Seller in this Agreement, or in any Seller Document or Company Document, and (y) there shall be a Cap at the Purchase Price with respect to Losses related to the failure to be true and correct of any of the Fundamental Representations. (c) Notwithstanding anything to the contrary in this Agreement, for purposes of calculating Losses hereunder related to failures of any representations or warranties of Seller or the Company or breaches of any covenants or agreements of Seller or the Company, any materiality, material adverse effect or similar qualifications or phrases contained herein that have the effect of making such representations, warranties, covenants or agreements less restrictive on Seller or the Company shall be disregarded. (d) The rights and remedies that a Party may have against the other Party for a breach of any representation, warranty, covenant or obligation under this Agreement or any Seller Document, Company Document or Purchaser Document, as applicable, except for any Losses that are the result of fraud, are exclusively governed by this Agreement. (e) Notwithstanding anything contained in this Agreement Each indemnified party hereunder shall use all commercially reasonable efforts to mitigate any Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise to such Losses, including incurring costs and expenses (but only to the contrary, minimum extent necessary to remedy the breach that gives rise to such Losses); provided that the costs and expenses reasonably incurred in connection with such mitigation shall constitute Losses subject to indemnification under this Article VII. The Purchaser and any amounts payable pursuant Purchaser Indemnified Party shall use commercially reasonable efforts attempt to this Agreement shall be paid without duplication, seek to recover any Losses under any insurance policies to the extent such remedies are reasonably available to the Purchaser and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damagesPurchaser Indemnified Party. (f) For purposes of determining the failure The amount of any representations or warranties Losses subject to be true and correct indemnification under this Section 9Article VII shall be calculated net of (i) any insurance proceeds actually received by the Purchaser and any Purchaser Indemnified Party on account of the matter giving rise to such Losses, and (ii) any indemnification payments made by any third party to the Purchaser and any Purchaser Indemnified Party on account of the matter giving rise to such Losses. (g) Any liability for indemnification by Seller under this Agreement or any Seller Document, Company Document or Purchaser Document shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of any covenants and agreementsmore than one representation, and calculating Indemnifiable Losses hereunder, any materiality warranty or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregardedcovenant.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject With respect to indemnification claims brought against any Shareholder pursuant to Section 6.2(a)(i) hereof, the Shareholders’ maximum aggregate liability with respect to claims arising out of Section 6.2(a)(i), other than as otherwise expressly set forth herein, shall be limited to the other limitations Escrow Funds; provided, that with respect to claims based upon the representations and warranties of the Company set forth in this Section 9.7, an Indemnitor 2.7 (Intellectual Property) (other than claims from Patent Trolls which shall not have any liability under Sections 9.2(a)(i) or (b)(ibe limited to the Escrow Funds), as applicablethe Shareholders’ maximum aggregate liability shall be $4,000,000; provided, except to the extent further that claims for Indemnifiable Losses with respect to any claim claims based upon the Fundamental Representations or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i) fraud, intentional misrepresentation or 9.2(b)(i)willful misconduct, as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors Shareholders’ maximum aggregate liability shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correctnet after-tax Purchase Price received. (b) An Indemnitor With respect to indemnification claims brought against any Shareholder pursuant to Section 6.2(a)(i) hereof, the Purchaser Indemnified Parties shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties right to be true indemnified pursuant to Section 6.2(a)(i) (excluding with respect to the Fundamental Representations, fraud, intentional misrepresentation or willful misconduct) unless and correct exceeds US$100,000.00 (until the Threshold Amount) andPurchaser Indemnified Parties shall have incurred, in such eventon a cumulative basis following the Closing, the Indemnitors shall be required to pay all Indemnifiable Losses in excess of $200,000 (the Threshold Amount; provided that “Basket”) in which event the Threshold Amount limitation right to be indemnified shall not apply to Indemnifiable all Losses related to (i.e., inclusive of the failure amount of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold AmountBasket). (c) With respect to indemnification claims brought against Purchaser pursuant to Section 6.3(a)(i) hereof, the Investors, no Investor Purchaser’s maximum aggregate liability with respect to claims arising out of Section 6.3(a)(i) shall be required limited to indemnify any Person under Section 9.2(b) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000. (d) With the Escrow Funds. In addition, with respect to the Company Partiesindemnification claims brought against Purchaser pursuant to Section 6.3(a)(i) hereof, the Company Shareholder Indemnified Parties shall not have the right to be required indemnified pursuant to indemnify any Person under Section 9.2(a6.3(a)(i) for an aggregate unless and until the Shareholder Indemnified Parties shall have incurred, on a cumulative basis following the Closing, Losses in excess of the Basket, in which event the right to be indemnified shall apply to all Losses (i.e., inclusive of the amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (f) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9, the breach of any covenants and agreements, and calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded.Basket)

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability Liability under Sections 9.2(a)(i) or (b)(iSection 8.2(a)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i8.2(b)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, hereof unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 three-fourths percent (0.75%) of the Purchase Price (the Threshold Amount"Basket") and, in such event, the Indemnitors indemnifying party shall be required to pay the amount of all Indemnifiable such Losses in excess of the Threshold AmountBasket; provided that the Threshold Amount Basket limitation shall not apply to Indemnifiable Losses related to the failure to be true and correct of any Specified Representations or any of the representations or and warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true the Seller Special Representations, the Seller Statute of Limitations Representation and correctthe Purchaser Special Representations. In addition, the indemnified party shall have no recourse under this Article for any individual items where the Loss relating thereto is less than $25,000; provided, furtherhowever, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) such items shall be disregarded aggregated for purposes of calculating determining whether the Threshold AmountBasket has been exceeded in accordance with the first sentence of this Section 8.4(a). (cb) With respect to Neither the Investors, no Investor Sellers nor Purchaser shall be required to indemnify any Person under Section 9.2(b8.2(a)(i) or 8.2(b)(i) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000thirty percent (30%) of the Purchase Price (the "Cap") in connection with Losses related to the failure to be true and correct of any of the representations or warranties of the Sellers or Purchaser in Articles III, IV and V, respectively; provided that there shall be no Cap with respect to Losses related to the failure to be true and correct of any of the representations or warranties contained in the Seller Special Representations, the Seller Statute of Limitations Representation and the Purchaser Special Representations. (d) With respect to the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (fc) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9correct, the breach of any covenants and agreements, and calculating Indemnifiable Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants representations and agreements warranties shall be disregarded. (d) No action taken by the Sellers, the Companies or the Subsidiaries in compliance with Section 6.2(c) shall be considered for purposes of determining the whether any representations or warranties are true and correct at Closing. (e) The representation and warranty contained in Section 4.13(b)(i) shall be deemed to be qualified by the phrase "To the Knowledge of the Sellers and the Companies" at the beginning thereof solely for purposes of determining whether the Sellers shall have Liability for Losses, subject to the other terms and conditions of this Article VIII, arising from the infringement, misappropriation or other violation of Intellectual Property rights of any third party that occurs before or after the Closing in accordance with the example set forth below. For purposes of clarity, the following example is provided: if the Sellers and the Companies had no Knowledge of a violation of the Intellectual Property rights of a third party and it is ultimately determined that such rights were violated and $100 of Losses (calculated in accordance with the balance of this Article VIII) resulted therefrom, $40 of which were attributable to pre-Closing violations and $60 of which were attributable to post-Closing violations, the Sellers would be responsible only for that portion of the Losses attributable to pre-Closing violations which would amount to $40 of such Losses. To the extent that any infringement, misappropriation or other violation of Intellectual Property rights of any third party occurs from and after the Closing solely as a result of modifications to the Intellectual Property made by Purchaser, the Sellers shall have no obligation to provide indemnification under this Article VIII. (f) The amount of the indemnifying party's Liability under this Agreement shall be net of any amounts recovered by the indemnified party under applicable insurance policies and other savings that have been realized by, the indemnified party. If an indemnifying party's obligation under Section 8.2 or Article IX arises in respect of an adjustment which makes allowable to the indemnified party, any of its Affiliates or, in the case of the Purchaser, effective upon the Closing, any Company or Subsidiary any deduction, amortization, exclusion from income or other allowance (a "Tax Benefit") which would not, but for such adjustment, be allowable, then any payment by the indemnifying party to the indemnified party shall be an amount equal to (x) the amount otherwise due but for this subsection (d), minus (y) the present value of the Tax Benefit multiplied by the maximum federal or state, as the case may be, corporate Tax rate in effect at the time the relevant adjustment is made or, in the case of a credit, by 100 percent. The present value referred to in the preceding sentence shall be determined using a discount rate equal to the mid-term applicable federal rate in effect at the time the relevant adjustment is made and assuming that the Tax Benefit will be used at the earliest date or dates allowable by applicable Law; provided, however, that if the Tax Benefit constitutes an increase in basis of nondepreciable, nonamortizable property, it shall be taken into account only when actually realized prior to the expiration of the period provided for in Section 9.12. (g) Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall, in any event, be liable to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof; provided, that the foregoing shall not be construed to preclude recovery by the indemnified party in respect of Losses directly incurred from Third Party Claims. The Sellers and Purchaser shall each take commercially reasonable actions to mitigate their damages. (h) From and after the Closing, except in the event of fraud (in which case the parties shall be entitled to exercise all of their rights, and seek all damages available to them, under law or equity) the sole and exclusive remedy for any breach or failure to be true and correct, or alleged breach or failure to be true and correct, of any representation or warranty or any covenant or agreement in this Agreement, shall be indemnification in accordance with this Article VIII. In furtherance of the foregoing, the parties hereby waive, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contributions, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against the Sellers or Purchaser, as the case may be, arising under or based upon any federal, state or local Law (including any such Law relating to environmental matters or arising under or based upon any securities Law, common Law or otherwise). Notwithstanding the foregoing, this Section 8.4(g) shall not operate to interfere with or impede the operation of the provisions of Article IX or Article II providing for the (i) resolution of certain disputes relating to the Purchase Price between the parties and/or by an Arbiter and (ii) limit the rights of the parties to seek equitable remedies (including specific performance or injunctive relief). (i) The Sellers shall have no right of contribution or other recourse against the Companies or Subsidiaries or their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any Third Party Claims asserted by Purchaser Indemnified Parties, it being acknowledged and agreed that the covenants and agreements of the Companies are solely for the benefit of the Purchaser Indemnified Parties. (j) Purchaser Indemnified Parties shall be responsible for 25% of all Losses under Section 8.2(a)(viii) up to $1,300,000 on a proportional basis, such that the Sellers shall indemnify Purchase Indemnified Parties for 75% of Losses covered by Section 8.2(a)(viii) up to $1,300,000 and 100% of Losses in excess thereof.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor An indemnifying party shall not have any liability under Sections 9.2(a)(iSection 10.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i10.2(b)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, hereof unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 $50,000.00 (the Threshold Amount“Basket”) and, in such event, the Indemnitors indemnifying party shall be required to pay the entire amount of all Indemnifiable Losses in excess of the Threshold Amountsuch Losses; provided that the Threshold Amount Basket limitation shall not apply to Indemnifiable Losses related to the failure to be true and correct of any Specified Representations or any of the representations or and warranties set forth in Sections 3.20 5.1 (Tax Mattersorganization and good standing), 5.2 (authorization of agreement), 5.6 (title to purchased assets; sufficiency), 5.8 (taxes), 5.13 (employee benefits), 5.17 (environmental matters) or 3.29 and 5.26 (Employment Benefit Plansfinancial advisors) to be true and correct; provided6.1 (organization), further, that any claim or series 6.2 (authorization of related claims for Indemnifiable Losses agreement) and 6.5 (financial advisors) of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold Amountthis Agreement. (cb) With respect to the Investors, no Investor Neither Seller nor Purchaser shall be required to indemnify any Person under Section 9.2(bSection10.2(a)(i) or 10.2(b)(i) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000$2,800,000 (the “Cap”) in connection with Losses related to the failure to be true and correct of any of the representations or warranties of Seller or Purchaser, respectively; provided, that there shall be no Cap with respect to Losses related to the failure to be true and correct of any of the representations or warranties contained in Sections 5.1 (organization and good standing), 5.2 (authorization of agreement), 5.6 (title to purchased assets; sufficiency), 5.8 (taxes), 5.13 (employee benefits), 5.17 (environmental matters) and 5.26 (financial advisors) and 6.1 (organization), 6.2 (authorization of agreement) and 6.5 (financial advisors) of this Agreement. (d) With respect to the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (fc) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9correct, the breach of any covenants and or agreements, and calculating Indemnifiable Losses hereunder, hereunder any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor Tubos shall not have any liability Liability under Sections 9.2(a)(iSection 10.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure breach of any Specified Representation or any the representations or and warranties set forth in Sections 3.20 Section 5.5(b) (Tax Mattersgood operating condition and sufficiency) or 3.29 (Employment Benefit Plans) to be true unless and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless until the aggregate amount of Indemnifiable Losses incurred by the Indemnitees LSB 2 and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the such representations or warranties to be true and correct exceeds US$100,000.00 1,000,000 (the Threshold Amount“Basket”) and, in such event, Tubos and/or the Indemnitors Company shall be required to pay all Indemnifiable Losses in excess of only the Threshold Amount; provided amount that exceeds the Threshold Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold AmountBasket. (cb) With respect to Neither Tubos, on the Investorsone hand, no Investor nor LSB 2, on the other hand, shall be required to indemnify any Person under Section 9.2(bSections 10.2(a)(i) or 10.2 (b)(i) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,00040,000,000 (the “Cap”) in connection with Losses related to the failure to be true and correct of any of the representations or warranties of Tubos, the Company or LSB 2, respectively; provided, that there shall be no Cap with respect to Losses related to the failure to be true and correct of any of the representations or warranties contained in Section 5.1 (existence and good standing), Section 5.2 (authorization of agreement), Section 5.5(a) (title), Section 5.7 (taxes), Section 5.9 (ownership), Section 6.1 (existence and good standing) and Section 6.2 (authorization of agreement) and Section 6.4 (ownership of Star Brazil Cayman) of this Agreement. (d) With respect to the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (fc) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9correct, the breach of any covenants and or agreements, and calculating Indemnifiable Losses hereunder, hereunder any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject Absent actual and intentional fraud, neither the Seller nor Parent shall be required to indemnify any Buyer Indemnified Party under Section 7.2(a)(i) (i) for any Loss unless the other limitations set forth in this Section 9.7, an Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses amount of such Loss with respect to any claim individual matter, or series group of related claims for which Indemnitees are otherwise entitled to indemnification matters arising out of the same or substantially similar set of facts, circumstances or events exceeds $15,000, and any individual Losses disregarded pursuant to Section 9.2(a)(ithis clause (i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series applied toward the Basket below and the determination of related claims in the event that the Indemnifiable Losses otherwise entitled to maximum liability under Section 9.2(a)(i7.4(c)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 and (Tax Mattersii) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees Buyer Indemnified Parties and indemnifiable thereunder hereunder exceeds the Basket, and then only to the extent of such excess; provided, however, that the foregoing limitations shall not apply to Losses based upon, attributable to or resulting from the failure a breach of any or inaccuracy of the representations or warranties to be true and correct exceeds US$100,000.00 (the Threshold Amount) and, in such event, the Indemnitors shall be required to pay all Indemnifiable Losses in excess of the Threshold Amount; provided that the Threshold Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold AmountCompany Fundamental Representations. (cb) With respect to Absent actual and intentional fraud, neither the Investors, no Investor Seller nor Parent shall be required to indemnify any Person Buyer Indemnified Party under Section 9.2(b7.2(a)(i) for an any aggregate amount of Indemnifiable Losses exceeding US$1,000,000the amount in the Escrow Account at the applicable time, and the amounts in the Escrow Account shall be the Buyer Indemnified Parties’ sole and exclusive source for the Seller’s and Parent’s indemnification obligations under Section 7.2(a)(i); provided, however, that the foregoing limitation shall not apply to Losses based upon, attributable to or resulting from a breach of or inaccuracy of the Company Fundamental Representations. (c) Other than in the case of Losses based upon or arising out of acts of actual and intentional fraud of an indemnifying party (where the indemnified parties’ rights shall not be limited by anything set forth in this Agreement to the contrary), in no event shall (i) the aggregate amount for which the Buyer Indemnified Parties shall be indemnified and held harmless under Section 7.2(a) (including in the case of breach of the Company Fundamental Representations) exceed the Final Purchase Price actually received by the Seller and (ii) the aggregate amount for which the Seller Indemnified Parties shall be indemnified and held harmless under Section 7.2(b) exceed the Final Purchase Price actually received by the Seller. Table of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (d) With respect to the Company Parties, the Company Parties The Seller shall not be required to indemnify any Person Buyer Indemnified Party for any otherwise indemnifiable Loss to the extent the matter giving rise to such Loss had been reserved or provided for in the Final Closing Statement and had been deducted in computing the Purchase Price, or to the extent of any item for which any Buyer Indemnified Party has been otherwise compensated through any adjustment to the Purchase Price under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors1.3. (e) Notwithstanding anything contained in this Agreement Each indemnified party shall take all commercially reasonable actions to mitigate all Losses; provided, however, that no indemnified party shall be required to make or pursue any claims for insurance or other payments available from third parties with respect to Losses for which it seeks indemnification hereunder. In the contraryevent that an indemnified party pursues any claims for insurance or other payments available from third parties with respect to Losses for which it seeks indemnification hereunder, then the amount of any amounts payable pursuant to Losses for which indemnification is provided for under this Agreement shall be paid without duplicationreduced by any insurance proceeds or other amounts actually recovered by such indemnified party with respect to such Losses. To the extent such proceeds or amounts are recovered or realized after an indemnifying party makes an indemnification payment hereunder with respect to such Losses, and in no event the indemnified party shall any Indemnitee be indemnified under different provisions of this Agreement for promptly remit such amounts to the same damagesindemnifying party. (f) Following the Closing, the remedies set forth in this Article VII shall constitute the sole and exclusive remedies for money damages with respect to breaches by the Parties of any of the terms of this Agreement or any other Ancillary Document (except to the extent otherwise expressly provided in any such other Ancillary Document), and shall be in lieu of any other remedies for money damages that may be available to the Parties with respect to any Losses of any kind or nature incurred directly or indirectly resulting from or arising out of this Agreement or the applicable Ancillary Documents (it being understood that nothing in this Section 7.4(f) or elsewhere in this Agreement shall affect any Party’s right to specific performance or other similar non-monetary equitable remedies to the extent expressly provided in this Agreement). The Parties each hereby waive any provision of any applicable Law (including actions under the Comprehensive Environmental Response, Compensation, and Liability Act and any analogous state statutes) to the extent that it would limit or restrict the agreement contained in this Section 7.4(f). (g) For purposes of determining the failure inaccuracy or breach of any representations or warranties to be true and correct under this Section 9, calculating the breach amount of Losses indemnifiable hereunder as a result of any covenants and agreements, and calculating Indemnifiable Losses hereundersuch inaccuracy or breach, any reference to materiality or Material Adverse Effect qualifications in the representations, warranties, covenants representations and agreements warranties shall be disregarded; provided that the foregoing limitations shall not apply, for purposes of determining the inaccuracy or breach of the applicable representations or warranties, with respect to the use of any such references (i) as incorporated in the definitions of “Listed Company Contract” or “Permitted Exceptions,” (ii) in any clause in Section 5.3 that is incorporated by reference in [***], or (iii) in Section 2.5, Section 2.7(b), [***].

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to Section 8.3(c), neither the other limitations set forth in this Section 9.7, an Indemnitor Sellers nor the Purchaser shall not have any liability under Sections 9.2(a)(i8.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i8.2(b)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct. (b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, hereof unless the aggregate amount of Indemnifiable Losses incurred by to the Indemnitees and indemnifiable indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the inaccuracy of or the failure of any of the representations representation or warranties warranty to be true and correct exceeds US$100,000.00 $150,000 (the Threshold Amount“Basket”) and, in such event, the Indemnitors Indemnifying Party shall only be required to pay all Indemnifiable the amount of such Losses in excess of the Threshold Amount; provided that the Threshold Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold AmountBasket. (cb) With respect Subject to Section 8.3(c) below, neither the Investors, no Investor Sellers nor the Purchaser shall be required to indemnify any Person under Section 9.2(bSections 8.2(a)(i) or 8.2(b)(i) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000. $3,300,000 of the Purchase Price (dthe “Cap”) With respect to the Company Parties, the Company Parties shall not be required to indemnify any Person under Section 9.2(a) for an aggregate amount of Indemnifiable Losses (other than in respect of Defined Indemnifiable Losses) exceeding the respective Purchase Prices in connection with claims made by each of the Investors. (e) Notwithstanding anything contained in this Agreement Losses related to the contrary, any amounts payable pursuant to this Agreement shall be paid without duplication, and in no event shall any Indemnitee be indemnified under different provisions of this Agreement for the same damages. (f) For purposes of determining the failure of any representations or warranties to be true and correct under this Section 9, the breach of any covenants representation and agreementswarranty of the Sellers or the Purchaser in Articles V and VI, respectively. (c) The limitations set forth in Sections 8.3(a) and calculating Indemnifiable 8.3(b) shall not apply to: (i) any of the obligations of the Sellers to indemnify the Purchaser Indemnified Parties for any Losses hereunder, with respect to any materiality breach or Material Adverse Effect qualifications in inaccuracy of the representations, warranties, covenants Sellers’ Fundamental Representations; (ii) any of the obligations of the Purchaser to indemnify the Seller Indemnified Parties for any Losses with respect to any breach or inaccuracy of the Purchaser’s Fundamental Representations; (iii) any obligations of the Seller to indemnify the Purchaser Indemnified Parties under Sections 8.2(a)(ii) and agreements shall be disregarded8.2(a)(iii); or (iv) any obligations of the Purchaser to indemnify the Seller Indemnified Parties under Sections 8.2(b)(ii) or 8.2(b)(iii).