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) [***]14 shall not have any liability under Section 7.2(b)(i) unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of such Losses and Expenses exceed the Indemnification Threshold. (b) The aggregate amount of all Losses and Expenses for which (i) the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties contained in Sections 3.1 (a), 3.1(b)(i), 3.1(c)‑(f), 3.2(a)‑(c)(i), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations. (d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 a. Notwithstanding anything to the contrary in this Agreement or any Seller Document or Company Document, Sellers shall not have any liability only be required to indemnify Buyer Indemnified Parties with respect to claims under Section 7.2(b)(i8.2(a)(i), Section 8.2(a)(ii), Section 8.2(a)(iii) unless or Section 8.2(a)(vi) if such matters were the aggregate subject of a written notice given by Buyer Indemnified Party pursuant to Section 8.1 within the Survival Period specified for each respective matter in Section 8.1. Buyer shall be entitled to indemnification from the first dollar of Indemnifiable Losses in respect of (1) any breach of any Fundamental Representations and (2) any claim under Sections 8.2(a)(ii), 8.2(a)(iii), 8.2(a)(iv), 8.2(a)(v), 8.2(a)(vii), 8.2(a)(viii), 8.2(a)(ix) or 8.2(a)(xii). If all Indemnifiable Losses for claims under Section 8.2(a)(i) (other than with respect to claims for breaches of Fundamental Representations and Expenses relating thereto for which [***] wouldsubject to Section 8.2(a)(vi)) exceed the Threshold Amount, but for this proviso, Sellers shall be liable (but only for amounts that exceed, in the aggregate, the Threshold Amount) to indemnify all Buyer Indemnified Parties from the first dollar of such Indemnifiable Losses to the extent that each claim exceeds on a cumulative basis Fifty Ten Thousand Dollars ($50,00010,000). If all Indemnifiable Losses for claims under Section 8.2(a)(vi) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of such Losses and Expenses exceed the Indemnification Threshold. (b) The aggregate amount of all Losses and Expenses for which (i) the Foreign Language Contracts Threshold Amount, Sellers in the aggregate shall be liable pursuant (but only for amounts that exceed, in the aggregate, the Foreign Language Contracts Threshold Amount) to Sections 7.2(a) or 7.2(b) shall not exceed Buyer Indemnified Parties from the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed first dollar of such Seller’s pro rata portion of the Total ConsiderationIndemnifiable Losses. The aggregate amount maximum liability of all Losses and Expenses for which Buyer shall be liable pursuant Sellers under this Agreement with respect to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(aclaims under Section 8.2(a)(i) and Section 7.4(b8.2(a)(x) shall not apply be an amount equal to Losses and Expenses related to the failure to be true and correct fifty percent (50%) of any of the representations and warranties contained in Sections 3.1 (a)Sellers’ Consideration, 3.1(b)(i), 3.1(c)‑(f), 3.2(a)‑(c)(i), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations. (d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply except that in respect of any claim breach of fraudany Fundamental Representations, including any tort claim or cause the aggregate maximum liability of action based upon, arising out of or related Sellers shall be an amount equal to Sellers’ Consideration. With respect to any intentional misrepresentation made claim under Section 8.2(a)(ii) through Section 8.2(a)(xii) (other than Section 8.2(a)(x)), there shall be no limit on the aggregate maximum liability of Sellers (except, in or the case of claims under Section 8.2(a)(iv), the limitations set forth in connection the UK Share Purchase Agreement). b. Buyer shall only be required to indemnify Seller Indemnified Parties with respect to claims under Sections 8.2(b)(i) through 8.2(b)(ii), if such matters were the subject of a written notice given by a Seller Indemnified Party pursuant to Section 8.3 within the Survival Period specified for each respective matter in Section 8.1. The aggregate maximum liability of Buyer under this Agreement or as for claims under Sections 8.2(b)(i) through 8.2(b)(ii) (other than in respect of any action that violates criminal law) shall be an 14 Confidential material which has been omitted amount equal to Sellers’ Consideration. c. Any Liability to the extent taken into account in the calculation of the Final Net Working Capital and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement Final Tax Liability shall not be subject to enter into indemnification under this Agreement. (f) Subject to Section 7.4(d)d. Neither Seller shall have any right of contribution or other recourse against the Company or its directors, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement officers, Employees, Affiliates, agents, attorneys, representatives, assigns, or successors for any breach claims asserted by Buyer Indemnified Parties, it being acknowledged and agreed that the covenants and agreements of the Company are solely for the benefit of Buyer Indemnified Parties. x. Xxxxxxx and Buyer agree to treat any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating indemnity payment made pursuant to this Article VIII as an adjustment to the subject matter of this AgreementPurchase Price for federal, shall be pursuant to the indemnification provisions set forth in this Article 7state, local, and foreign income tax purposes.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 ] shall not have any liability under Section 7.2(b)(i) unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of such Losses and Expenses exceed the Indemnification Threshold. (b) The aggregate amount of all Losses and Expenses for which (i) the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties contained in Sections 3.1 (a3.1(a), 3.1(b)(i), 3.1(c)‑(f3.1(c)-(f), 3.2(a)‑(c)(i3.2(a)-(c)(i), 3.2(d)‑(h3.2(d)-(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations. (d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7.7.28

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 No amount shall not have any liability be recoverable for Damages under Paragraphs (a) and (c) of Section 7.2(b)(i8.1 unless and only to the extent that Damages claimed by the Buyer Indemnitees under Paragraphs (a) unless the aggregate and (c) of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties Section 8.1 exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) 500,000 (the “Indemnification Threshold”"Sellers' Basket"), and then only for the excess over the Sellers' Basket. Notwithstanding the foregoing sentence, indemnification under Paragraphs (a) and (c) of Section 8.1 may be claimed with respect to all Damages resulting from, and full recovery shall be made for, (i) the extent inaccuracy of any representation or warranty set forth in Section 4.8, (ii) the aggregate amount failure of such Losses Sellers to disclose in the Disclosure Schedule any Contracts which are required by this Agreement to be disclosed therein and Expenses exceed (iii) the Indemnification Thresholdinaccuracy of any representation or warranty arising out of the willful misconduct of the senior management of BP. (b) The aggregate No amount shall be recoverable for Damages under paragraphs (a) and (c) of Section 8.2 unless and only to the extent that Damages claimed by the Seller Indemnitees under paragraphs (a) and (c) of Section 8.2 exceeds $100,000 (the "Buyer's Basket"), and then only for the excess over the Buyer's Basket. Notwithstanding the foregoing sentence, indemnification under paragraphs (a) and (c) of Section 8.2 may be claimed with respect to all Losses Damages resulting from, and Expenses for which full recovery shall be made for, (i) the Sellers inaccuracy of any representation or warranty set forth in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration Section 5.5 and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) shall not apply to Losses and Expenses related to the failure to be true and correct inaccuracy of any of the representations and warranties contained in Sections 3.1 (a), 3.1(b)(i), 3.1(c)‑(f), 3.2(a)‑(c)(i), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations. (d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance representation or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, warranty arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreementwillful misconduct of the senior management of the Buyer. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 Xxxxxxxxx shall not have any liability under Section 7.2(b)(i) unless the aggregate of all Losses and Expenses relating thereto for which [***] Xxxxxxxxx would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of such Losses and Expenses exceed the Indemnification Threshold. (b) The aggregate amount of all Losses and Expenses for which (i) the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties contained in Sections 3.1 (a), 3.1(b)(i), 3.1(c)‑(f3.1(c)-(f), 3.2(a)‑(c)(i3.2(a)-(c)(i), 3.2(d)‑(h3.2(d)-(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations. (d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 An indemnifying party shall not have any liability under Section 7.2(b)(i8.2(a)(i) or Section 8.2(b)(i) hereof unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of Losses incurred by the 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 $150,000 (the “Basket”) and then only for the amount by which such Losses and Expenses exceed the Indemnification Threshold. (b) The aggregate amount of all Losses and Expenses for which (i) Basket amount; provided that the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) Basket limitation shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 3.2 (Authorization of Agreement), 3.4 (Ownership and Transfer of Shares), 3.6 (Financial Advisors), 3.7 (Investment), 4.1 (Organization and Good Standing), 4.2 (Authorization of Agreement), 4.4 (Capitalization), 4.5 (Subsidiaries), 4.10 (Taxes), 4.19 (Environmental Matters), 4.29 (Financial Advisors), 5.1 (Organization and Good Standing), 5.2 (Authorization of Agreement), 5.5 (Financial Advisors) and 5.6 (Investment Intent) hereto. (b) Neither the Selling Stockholders nor Purchaser shall be required to indemnify any Person under Section 8.2(a)(i) or 8.2(b)(i) for an aggregate amount of Losses exceeding an amount equal to $2,200,000 (the “Cap”) in connection with Losses related to the failure to be true and correct of any of the representations or warranties of the Selling Stockholders or Purchaser in Articles III, IV and V, respectively; provided that, subject to Section 8.9, 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 3.1 3.2 (aAuthorization of Agreement), 3.1(b)(i3.4 (Ownership and Transfer of Shares), 3.1(c)‑(f3.6 (Financial Advisors), 3.2(a)‑(c)(i3.7 (Investment), 3.2(d)‑(h4.1 (Organization and Good Standing), 4.14.2 (Authorization of Agreement), 4.2, 4.3, 4.4(a4.4 (Capitalization), 4.5 (Subsidiaries), 4.10 (Taxes), 4.19 (Environmental Matters), 4.29 (Financial Advisors), 5.1 (Organization and 4.6 to Good Standing), 5.2 (Authorization of Agreement), 5.5 (Financial Advisors) and 5.6 (Investment Intent) of this Agreement. (c) For purposes of calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the extent such Section 4.6 relates to the Fundamental Representationsrepresentations, warranties, covenants and agreements shall be disregarded. (d) In The Selling Stockholders shall have no right of contribution or other recourse against the event a Company or its directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any Third Party is entitled to recover Claims asserted by Purchaser Indemnified Parties, it being acknowledged and agreed that the same Losses under more than one provision covenants and agreements of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, Company are solely for the benefit of the Purchaser Indemnified Parties. Nothing in this Section 7.4 8.4(d) shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreementprevent a Selling Stockholder from seeking contribution from another Selling Stockholder. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 Notwithstanding the provisions of this Article VIII, (i) no Indemnifying Party shall not have any liability indemnification obligations for Losses under Section 7.2(b)(i) this Article VIII unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent until the aggregate amount of all such Losses exceeds one hundred thousand dollars ($100,000) (the "Basket Amount"); provided, however, that from and Expenses exceed after such time as the total amount of Losses under this Article VIII exceeds the Basket Amount then the Indemnifying Party shall be liable only for the amount that exceeds the Basket Amount. Each of the Shareholders shall be liable for all Indemnification Claims made under Section 8.2(a) up to the Shareholder's Pro Rata Percentage of the Indemnification ThresholdClaim. Notwithstanding the above, the Basket Amount shall not apply to: (i) Purchaser's payment of the Purchase Price under Section 1.3; (ii) the obligations of the parties regarding Working Capital and the adjustment of the Purchase Price under the provisions of Section 1.4(e); (iii) the Purchaser's obligation to make the Option Cash Out Contribution under Section 1.6; (iv) the Shareholders' obligation under Section 6.6(b) to pay Taxes as set forth therein; and (v) a claim for indemnification made under Section 8.2(b). (b) The In no event shall the aggregate amount of all Losses and Expenses for which indemnification to be paid by the Indemnifying Party under this Article VIII, exceed the following amounts (the "Cap" ): (i) the Sellers in the aggregate there shall be liable pursuant no limit to Sections 7.2(a) the amount to be paid by an Indemnifying Party under the Article VIII regarding Indemnification Claims arising out of or 7.2(b) shall not exceed relating to fraudulent acts or inactions or intentional misrepresentations of the Total Consideration and Indemnifying Party; (ii) any Seller individually breaches of or the falsity of the representations, warranties and covenants contained in Section 3.1 (Company Organization), Section 3.2 (Company Capitalization), Section 3.3 (Company No Violation), Section 3.9 (Company Taxes), Section 4.1 (Shareholder Authority), Section 4.2 (Shareholder No Violation), Section 4.4 (Shareholder Stock Ownership), Section 5.1 (Purchaser Organization), Section 5.2 (Purchaser Authority), Section 5.3 (Purchaser No Violation), and Section 6.6 (Post-Closing Tax Matters) shall be liable pursuant limited in amount to Sections 7.2(athe Purchase Price; and (iii) shall not exceed such Seller’s pro rata portion all other breaches of or the Total Consideration. The aggregate amount falsity of all Losses representations, warranties and Expenses for which Buyer covenants in the Agreement shall be liable pursuant limited in amount to 7.3 shall not exceed the Total Consideration$3,000,000. (c) The limitations on Losses subject to indemnification set forth in Sections 7.4(a) and Section 7.4(b) or reimbursement under Article VIII shall not apply to Losses and Expenses related to the failure to be true and correct of include any of the representations and warranties contained in Sections 3.1 (a)incidental or consequential damages, 3.1(b)(i)including lost or anticipated profits, 3.1(c)‑(f), 3.2(a)‑(c)(i), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 except to the extent such Section 4.6 relates damages are payable by an Indemnified Party to the Fundamental Representationsa third party. (d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 An indemnifying party shall not have any liability under Section 7.2(b)(iSections 8.2(a)(i) or 8.2(b)(i) hereof unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of Losses incurred by the 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 $1,000,000 (the “Deductible”) and, in such event, the indemnifying party shall be required to pay the amount of such Losses and Expenses exceed the Indemnification Threshold. (b) The aggregate amount of all Losses and Expenses for which (i) the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion excess of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed Deductible; provided that the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) Deductible limitation shall not apply to (i) Losses and Expenses related to the failure to be true and correct of any of the (A) Fundamental Representations or (B) representations and warranties contained set forth in Sections 3.1 4.10 (aTaxes), 3.1(b)(i4.13(b) (Ownership or License to Intellectual Property) 4.13(l) (Absence of Employee Interest in Intellectual Property), 3.1(c)‑(f4.16 (Employee Benefits Plans), 3.2(a)‑(c)(i4.21 (Environmental Matters), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 (ii) the indemnity in Section 8.5 (Tax Matters) (including to the extent that such Section 4.6 relates indemnity overlaps with any indemnity under Sections 8.2(a)(i)), or (iii) Losses arising from any fraud or intentional misrepresentation (the matters in the foregoing clauses (i), (ii) and (iii) the “Cap Carve Outs”). DAL:0506861/00010:1931463v15 (b) An indemnifying party shall not have any liability under Sections 8.2(a)(i) or 8.2(b)(i) for an aggregate amount of Losses exceeding $91,875,000 (the “Cap”) provided, that (i) the Cap shall not apply to any Losses related to the Fundamental RepresentationsCap Carve Outs, (ii) any amounts paid on account of the Cap Carve Outs shall not be aggregated with other amounts paid under Sections 8.2(a)(i) or 8.2(b)(i) for purposes of determining whether the Cap has been met or exceeded. (c) The Sellers shall not have any liability under Sections 8.2(a)(i) once Purchaser is barred from recovery of Sellers’ fifty percent (50%) of the economic burden of any FTO Payments due to application of the FTO Cap pursuant to Section 8.7(c), provided, that the foregoing limitation shall not apply to any Losses related to the Cap Carve Outs. (d) In For purposes of determining the event a Party is entitled failure of any representations or warranties to recover be true and correct, the same Losses under more than one provision breach of this Agreement, such Party shall only be permitted to recover such Losses one timeany covenants and agreements, and without duplicationcalculating Losses hereunder, any “materiality,” “Material Adverse Effect,” “knowledge” or “Knowledge” qualifications in the representations, warranties, covenants and agreements shall be disregarded. (e) Notwithstanding The Sellers shall have no right of contribution or other recourse against the foregoingCompany or its directors, this Section 7.4 shall not (i) limit 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 rights covenants and agreements of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect Company are solely for the benefit of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this AgreementPurchaser Indemnified Parties. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 An indemnifying party shall not have any liability under Section 7.2(b)(i8.2(a)(i) or Section 8.2(b)(i) hereof unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of Losses incurred by the indemnified parties and indemnifiable hereunder exceeds $50,000 (the “Deductible”) and, in such Losses and Expenses exceed event, the Indemnification Threshold. (b) The aggregate indemnifying party shall be required to pay the entire amount of all Losses and Expenses for which (i) such Losses, including the Sellers in Deductible; provided that the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) Deductible limitation shall not apply to Losses and Expenses related to (x) the failure to be true and correct of any of the representations and warranties set forth in Sections 3.1 (authorization of agreement), 3.3 (ownership and transfer of purchased stock), 3.5 (financial advisors), 4.1 (organization and good standing), 4.2 (authorization of agreement), 4.4 (capitalization), 4.5 (subsidiaries), 4.10 (taxes), 4.22 (accounts and notes receivable) and 4.29 (financial advisors), and 5.1 (organization and good standing), 5.2 (authorization of agreement), 5.5 (securities representations), 5.6 (financial advisors), 5.7 (no bankruptcy) and 5.9 (solvency), or (y) any indemnification claim arising out of any fraud on the part of the indemnifying party. (b) The aggregate and maximum liability of either Seller or Purchaser to indemnify any Person or Persons under Section 8.2(a)(i) or 8.2(b)(i) for Losses shall not exceed $2,800,000 (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 3.1 (aauthorization of agreement), 3.1(b)(i3.3 (ownership and transfer of purchased stock), 3.1(c)‑(f3.5 (financial advisors), 3.2(a)‑(c)(i4.1 (organization and good standing), 3.2(d)‑(h4.2 (authorization of agreement), 4.1, 4.2, 4.3, 4.4(a4.4 (capitalization), 4.5 (subsidiaries), 4.10 (taxes), 4.22 (accounts and 4.6 notes receivable) and 4.29 (financial advisors), and 5.1 (organization and good standing), 5.2 (authorization of agreement), 5.5 (securities representations), 5.6 (financial advisors), 5.7 (no bankruptcy) and 5.9 (solvency) of this Agreement, or (y) any indemnification claim arising out of any fraud on the part of the indemnifying party. (c) For purposes of determining the failure of any representations or warranties to be true and correct, the extent such Section 4.6 relates to breach of any covenants or agreements, and calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the Fundamental Representationsrepresentations, warranties, covenants and agreements shall be disregarded. (d) In Any amounts payable pursuant to this Article VIII shall be net of any insurance proceeds actually received by the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, party in connection with such Party shall only be permitted to recover such Losses one time, and without duplicationLoss. (e) Notwithstanding Seller shall have no right of contribution or other recourse against the foregoingCompany or its directors, this Section 7.4 shall not (i) limit managers, officers, Employees, Affiliates, agents, attorneys, stockholders, members, representatives, assigns or successors for any Third Party Claims asserted by Purchaser Indemnified Parties, it being acknowledged and agreed that the rights covenants and agreements of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect Company are solely for the benefit of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this AgreementPurchaser Indemnified Parties. (f) Subject Notwithstanding any other provision of this Agreement to Section 7.4(d)the contrary, neither party hereto shall be liable to or otherwise responsible to any indemnified party for any punitive, exemplary or diminution in value damages, except that if a Purchaser Indemnified Party is obligated to pay a third Person (other than an Affiliate of a Purchaser Indemnified Party) damages which include exemplary, punitive or diminution in value damages, then Losses to which the Purchaser Indemnified Party shall be entitled under this Article VIII shall include such damages. (g) In calculating amounts payable to an indemnified party, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on amount of the part indemnified Losses shall not be duplicative of any other Party hereto Loss for which an indemnification claim has been made. Any amounts payable pursuant to this Article VIII shall be net of any insurance proceeds received by the party in connection with such Loss. (h) Each indemnified party shall take all commercially reasonable actions to mitigate all Losses relating to an indemnifiable claim hereunder. Any Losses that result from a failure of the transactions contemplated by this Agreement indemnified party to provide such mitigation shall not be recoverable hereunder, provided that the indemnifying party shall reimburse the indemnified party for any breach reasonable expenses of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to indemnified party in undertaking the indemnification provisions set forth in this Article 7mitigation.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 ] shall not have any liability under Section 7.2(b)(i) unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of such Losses and Expenses exceed the Indemnification Threshold. (b) The aggregate amount of all Losses and Expenses for which (i) the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties contained in Sections 3.1 (a3.1(a), 3.1(b)(i), 3.1(c)‑(f3.1(c)-(f), 3.2(a)‑(c)(i3.2(a)-(c)(i), 3.2(d)‑(h3.2(d)-(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations. (d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7.7.22

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 Xxxxxxxxx shall not have any liability under Section 7.2(b)(i) unless the aggregate of all Losses and Expenses relating thereto for which [***] Xxxxxxxxx would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of such Losses and Expenses exceed the Indemnification Threshold. (b) The aggregate amount of all Losses and Expenses for which (i) the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties contained in Sections 3.1 (a3.1(a), 3.1(b)(i), 3.1(c)‑(f3.1(c)-(f), 3.2(a)‑(c)(i3.2(a)-(c)(i), 3.2(d)‑(h3.2(d)-(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations. (d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 An indemnifying party shall not have any liability under Section 7.2(b)(i9.1(a)(i) or Section 9.1(b)(i) hereof: (i) unless and until the aggregate total amount of Losses to the Seller Indemnified Parties or the Purchaser Indemnified Parties, respectively, finally determined to arise thereunder based upon, attributable to or resulting from the breach of all Losses representations and Expenses relating thereto for which [***] wouldwarranties, but for this provisoexceeds, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty in the aggregate, Seven Hundred Thousand Dollars ($50,000700,000) (the “Indemnification ThresholdDeductible”), and then only to the extent such Losses exceed the aggregate Deductible; provided, however, that the Deductible and the Cap specified in subsection (ii) below shall not apply to breaches of Sections 5.1 (Organization and Good Standing; Authorization), 5.3 (Subsidiaries), 5.7 (Taxes), 5.24 (Title To Assets), 6.1 (Organization and Good Standing), or 6.2 (Authorization of Agreement); and (ii) for any Losses for which the indemnifying parties have liability in excess of Fifteen Million Dollars ($15,000,000) (the “Cap”) once the total amount of such Losses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the breach of all representations and Expenses exceed warranties exceeds the Indemnification ThresholdCap. (b) The aggregate amount of all Losses and Expenses for which (i) payable to the Sellers in the aggregate shall be liable Purchaser Indemnified Parties pursuant to Sections 7.2(a) or 7.2(b) this Agreement shall not in no event exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion amount of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total ConsiderationPurchase Price. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) Purchaser shall not apply to Losses and Expenses related to the failure to be true and correct of make any of the representations and warranties contained in Sections 3.1 (a), 3.1(b)(i), 3.1(c)‑(f), 3.2(a)‑(c)(i), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations. (d) In the event a Party is entitled to recover the same Losses claim for indemnification under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply Article IX in respect of any claim matter that is taken into account in the calculation of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject Closing Date Working Capital pursuant to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 73.1.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 Neither the Signing Stockholders, the Selling Stockholders (including, in each case, indemnification through the Indemnity Escrow Account) nor the Owners shall not have be required to indemnify any liability Person under Section 7.2(b)(i9.2(a)(i) or Section 9.2(b)(i) hereof unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent that the aggregate amount of Losses incurred by the 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 $750,000 (the “Basket”) and, in such Losses and Expenses exceed event, the Indemnification Threshold. (b) The aggregate indemnifying party shall be required to pay, subject to the Cap, the entire amount of all such Losses and Expenses for which (i) in excess of that amount, provided that the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) Basket limitation shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties contained set forth in Sections 3.1 4.1 (aCapitalization), 3.1(b)(i4.2 (Authorization), 3.1(c)‑(f4.4 (Ownership), 3.2(a)‑(c)(i4.6 (Financial Advisors), 3.2(d)‑(h5.1 (Organization), 4.1, 4.2, 4.3, 4.4(a5.2 (Authorization), 4.5 5.4 (Capitalization), 5.10 (Taxes), 5.15 (Employee Benefit Plans), 5.27 (Financial Advisors), 6.1 (Organization), 6.2 (Authorization) and 4.6 6.6 (Brokers and Other Advisors). (b) Neither the Signing Stockholders, the Selling Stockholders (including, in each case, indemnification made through the Indemnity Escrow Account) nor the Owners shall be required to indemnify any Person under Section 9.2(a) or 9.2(b) for an aggregate amount of Losses exceeding $15,000,000 (the “Cap”); provided that there shall be no Cap with respect to Losses related to the extent such Section failure to be true and correct of any of the representations and warranties set forth in Sections 4.1 (Capitalization), 4.2 (Authorization), 4.4 (Ownership), 4.6 relates to (Financial Advisors), 5.1 (Organization), 5.2 (Authorization), 5.4 (Capitalization), 5.10 (Taxes), 5.15 (Employee Benefit Plans), 5.27 (Financial Advisors), 6.1 (Organization), 6.2 (Authorization) and 6.6 (Brokers and Other Advisors). (c) For purposes of calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the Fundamental Representationsrepresentations, warranties, covenants and agreements shall be disregarded. (d) In Neither the event a Selling Stockholders nor the Signing Stockholders shall have any right of contribution or other recourse against the Company or the Subsidiaries or their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors (except to the extent that such parties are Signing Stockholders) for any Third Party is entitled to recover Claims asserted by the same Losses under more than one provision of this AgreementOwners Indemnified Parties, such Party shall only be permitted to recover such Losses one time, it being acknowledged and without duplication. (e) Notwithstanding agreed that the foregoing, this Section 7.4 shall not (i) limit the rights covenants and agreements of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect Company are solely for the benefit of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this AgreementOwners Indemnified Parties. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 An indemnifying party shall not have any liability under Section 7.2(b)(i10.2(a)(i) unless or Section 10.2(b)(i) hereof (i) for any individual item where the aggregate of all Losses and Expenses relating related thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars (is less than $50,000) 25,000 (the “Indemnification ThresholdDeMinimus”)) and (ii) in respect to each individual item where the Losses relating thereto is equal to or greater than the DeMinimus, and then only to the extent unless the aggregate amount of Losses incurred by the 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 $250,000 (the “Basket”) and, in such Losses and Expenses exceed event, the Indemnification Threshold. (b) The aggregate indemnifying party shall be required to pay the entire amount of all such Losses (but excluding the initial $100,000 of Losses incurred by the indemnified parties); provided that the DeMinimus and Expenses for which (i) the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) Basket limitation shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties contained set forth in Sections 3.1 5.1 (aorganization and good standing), 3.1(b)(i5.2 (authorization of agreement), 3.1(c)‑(f5.8 (taxes) and 5.27 (financial advisors) and 6.1 (organization), 3.2(a)‑(c)(i), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 6.2 (authorization of agreement) and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations. 6.7 (dfinancial advisors) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (fb) Subject Neither Seller nor Purchaser shall be required to indemnify any Person under Section 7.4(d10.2(a)(i), 10.2(a)(v) or 10.2(b)(i) for an aggregate amount of Losses exceeding the Parties acknowledge Indemnity Escrow Amount (as finally determined following the adjustments contemplated by Section 3.3, the “Cap”) in connection with Losses related to (i) the failure to be true and agree correct of any of the representations or warranties of Seller or Purchaser, respectively, or (ii) the matters set forth in Schedule 10.2(a)(v); provided, that their sole and exclusive remedy there shall be no Cap with respect to any Losses related to the failure to be true and all claims on the part correct of any other Party hereto of the representations or warranties contained in connection with Sections 5.1 (organization and good standing), 5.2 (authorization of agreement), 5.8 (taxes) and 5.27 (financial advisors) and 6.1 (organization), 6.2 (authorization of agreement) and 6.7 (financial advisors) of this Agreement. (c) For purposes of determining the transactions contemplated by this Agreement for failure of any representations or warranties to be true and correct, the breach of any representationcovenants or agreements, warrantyand calculating Losses hereunder any materiality or Material Adverse Effect qualifications in the representations, covenantwarranties, agreement or obligation set forth herein or otherwise relating covenants and agreements shall be disregarded and, subject to the subject matter terms and conditions of this AgreementSection 7.15(b), any matters disclosed in the Updated Disclosure Schedule shall be pursuant to the indemnification provisions set forth in this Article 7disregarded.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 No Indemnitor shall not have any liability under Section 7.2(b)(iSections 9.2(a) or 9.3(a) unless the aggregate of all Losses and Expenses relating thereto for which [***] such Indemnitor would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of such Losses and Expenses exceed the Indemnification Threshold. (b) The aggregate amount of all Losses and Expenses for which (i) the Sellers in the aggregate any Indemnitor shall be liable pursuant to Sections 7.2(a9.2(a) or 7.2(b) 9.3(a), other than Third Party Claims, shall not exceed in the Total Consideration and aggregate the sum of (i) One Million Five Hundred Thousand Dollars ($1,500,000), plus (ii) any Seller individually the PDI Commercialization Expenditures, plus (iii) the Extension Fee if paid pursuant to Section 10.2(c); provided, however, that the limitation on [***]’s liability set forth in this Section 9.4(b) shall be liable reduced by the amount of any termination fee actually paid by [***] under the applicable promissory note pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total ConsiderationSection 10.2. (c) The limitations on indemnification set forth in Sections 7.4(a9.4(a) and Section 7.4(b9.4(b) shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties contained in Sections 3.1 6.1(a)-(c)(i) (ainclusive) and 6.1(d)-(g) (inclusive) and Sections 7.1 through 7.4(a) (inclusive), 3.1(b)(i)7.5, 3.1(c)‑(f)7.7, 3.2(a)‑(c)(i), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 7.12 and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations.7.21 of Exhibit B. (d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 9.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d9.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 79.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 No Indemnitor shall not have any liability under Section 7.2(b)(iSections 9.2(a) or 9.3(a) unless the aggregate of all Losses and Expenses relating thereto for which [***] such Indemnitor would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of such Losses and Expenses exceed the Indemnification Threshold. (b) The aggregate amount of all Losses and Expenses for which (i) the Sellers in the aggregate any Indemnitor shall be liable pursuant to Sections 7.2(a9.2(a) or 7.2(b) 9.3(a), other than Third Party Claims, shall not exceed in the Total Consideration and aggregate the sum of (i) One Million Five Hundred Thousand Dollars ($1,500,000), plus (ii) any Seller individually the PDI Commercialization Expenditures, plus (iii) the Extension Fee if paid pursuant to Section 10.2(c); provided, however, that the limitation on Prolias’s liability set forth in this Section 9.4(b) shall be liable reduced by the amount of any termination fee actually paid by Prolias under the applicable promissory note pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total ConsiderationSection 10.2. (c) The limitations on indemnification set forth in Sections 7.4(a9.4(a) and Section 7.4(b9.4(b) shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties contained in Sections 3.1 6.1(a)-(c)(i) (ainclusive) and 6.1(d)-(g) (inclusive) and Sections 7.1 through 7.4(a) (inclusive), 3.1(b)(i)7.5, 3.1(c)‑(f)7.7, 3.2(a)‑(c)(i), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 7.12 and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations.7.21 of Exhibit B. (d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 9.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d9.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 79.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 An indemnifying party shall not have any liability under Section 7.2(b)(i10.2(a)(i) or Section 10.2(b)(i) hereof unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of Losses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties (other than the representations and warranties set forth in Sections 5.1 (organization), 5.2 (authorization), 5.6 (title), 5.8 (taxes), 5.20 (loan originations), 5.21 (Beacon loans), 5.23 (financial advisors), 5.24 (deposits), 6.1 (organization), 6.2 (authorization), 6.5 (financial advisors) and the obligations under Section 11.1 hereof) to be true and correct exceeds $250,000 (the “Basket”) and, in such Losses and Expenses exceed event, the Indemnification Thresholdindemnifying party shall be required to pay the entire amount of such Losses. (b) The Seller and Parent shall not have any liability under Section 10.2(a)(i) with respect to the failure of the representations and warranties set forth in Section 5.24 (deposits) unless the aggregate amount of all Losses to Purchaser finally determined to arise thereunder based upon, attributable to or resulting from the failure of such representations or warranties to be true and Expenses for which correct exceeds $250,000 (ithe “Deposit Deductible”) and, in such event, the Sellers in the aggregate indemnifying party shall be liable pursuant required to Sections 7.2(a) or 7.2(b) shall not exceed pay the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed amount of such Seller’s pro rata portion Losses in excess of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total ConsiderationDeposit Deductible. (c) The limitations on indemnification set forth Neither Seller nor Purchaser shall be required to indemnify any Person under Section 10.2(a)(i) or 10.2(b)(i) for an aggregate amount of Losses exceeding $10,000,000 (the “Cap”) in Sections 7.4(a) and Section 7.4(b) shall not apply to connection with Losses and Expenses related to the failure to be true and correct breach of any of the representations and warranties of Seller or Purchaser in Articles V and VI, respectively; provided, that the Cap limitation shall not apply to Losses related to the failure of any representation or warranty contained in Sections 3.1 5.1 (aorganization), 3.1(b)(i5.2 (authorization), 3.1(c)‑(f5.6 (title), 3.2(a)‑(c)(i5.8 (taxes) 5.20 (loan origination), 3.2(d)‑(h5.21 (Beacon loans), 4.1, 4.2, 4.3, 4.4(a5.23 (financial advisors), 4.5 5.24 (deposits), 6.1 (organization), 6.2 (authorization), 6.5 (financial advisors) and 4.6 the obligations under Section 11.1 to the extent such Section 4.6 relates to the Fundamental Representationsbe true and correct. (d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect The indemnification obligations of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating party hereunder shall be reduced to the subject matter of this Agreementextent that the Indemnified Party, shall be pursuant through willful or grossly negligent action, inaction or omission contributes to the indemnification provisions set forth in this Article 7Loss.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 An indemnifying party shall not have any liability under Section 7.2(b)(i6.2(a)(i) or Section 6.2(b)(i) hereof unless (a) the aggregate amount of all such party's Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties in connection with a single claim exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) 100,000 (the “Indemnification Threshold”"Deductible"), and then only to the extent (b) the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder (other than those that do not exceed the Deductible) based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 3.1, 3.2, 3.4, 3.5, 3.7, 3.10, 3.12, 3.22, 3.24, 3.25 and 3.27(ii) and 4.1, 4.2, 4.4 and 4.5 hereof, exceeds $3,000,000 (the "Basket") and, in such event, the indemnifying party shall be required to pay the entire amount of all such Losses and Expenses exceed the Indemnification ThresholdExpenses. (b) The Neither Holdings nor the DLJMB Buyers shall be required to indemnify any Person under Section 6.2(a)(i) or 6.2(b)(i) for an aggregate amount of all Losses exceeding 25% of the Purchase Price (the "Cap") in connection with Losses related to the breach of any representation and Expenses warranty of Holdings or the DLJMB Buyers in Articles III and IV, respectively, other than for which (i) the Sellers breach of any representation or warranty contained in the aggregate shall be liable pursuant to Sections 7.2(a3.1, 3.2, 3.4, 3.5, 3.7, 3.10, 3.12, 3.22, 3.25 and 3.27(ii) or 7.2(b) shall not exceed 4.1, 4.2, 4.4 and 4.5 of this Agreement, as the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Considerationcase may be. (c) The limitations on indemnification set forth in Sections 7.4(a) sole recourse and Section 7.4(b) shall not apply to remedy of each Holdings Indemnified Party for any Losses and Expenses related to the failure to be true and correct of any of the representations and warranties contained in Sections 3.1 (a), 3.1(b)(i), 3.1(c)‑(f), 3.2(a)‑(c)(i), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 to the extent for which such Section 4.6 relates to the Fundamental Representations. (d) In the event a Holdings Indemnified Party is entitled to recover indemnification pursuant to this Article VI (other than claims of, or actions arising from, fraud or intentional misrepresentation) shall be under the same Losses under more than one provision provisions of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth extent provided in this Article 7VI. The sole recourse and remedy of each DLJMB Buyer Indemnified Party for any Losses for which such DLJMB Buyer Indemnified Party is entitled to indemnification pursuant to this Article VI (other than claims of, or actions arising from, fraud or intentional misrepresentation) shall be under the provisions of and to the extent provided in this Article VI. For purposes of calculating Losses hereunder and for determining whether there has been a breach of a representation or warranty (solely for the purpose of determining whether a DLJMB Buyer Indemnified Party is entitled to indemnification pursuant to Section 6.2(a)(i)), any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be ignored.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 An indemnifying party shall not have any liability under Section 7.2(b)(i10.2(a)(i) or Section 10.2(b)(i) hereof unless the aggregate amount of all Losses and Expenses relating thereto for which [***] wouldto the indemnified parties finally determined to arise thereunder based upon, but for this provisoattributable to or resulting from the failure of any representation or warranty to be true and correct, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) 200,000 (the “Indemnification ThresholdBasket”)) and, and then only in such event, the indemnifying party shall be required to pay the extent the aggregate entire amount of such Losses and Expenses exceed Expenses, including the Indemnification ThresholdBasket. (b) The aggregate amount For purposes of all calculating Losses and Expenses for which (i) the Sellers hereunder, any materiality or material adverse effect qualifications in the aggregate representations, warranties, covenants and agreements shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Considerationignored. (c) The limitations Notwithstanding anything to the contrary herein, no amount shall be payable by the Seller, on the one hand, and Purchaser, on the other hand, with respect to any indemnification set forth in Sections 7.4(aclaims under Section 10.2(a)(i) and Section 7.4(b10.2(b)(i) and the related claims under Section 10.2(a)(iv) and Section 10.2(b)(iv), respectively, to the extent that all amounts claimed against such party under Section 10.2(a)(i) and Section 10.2(b)(i) and the related claims under Section 10.2(a)(iv) and Section 10.2(b)(iv), respectively, as the case may be, exceed 20% of the amount paid at Closing to Seller under Section 3.1(a)(i), excluding value added tax (except with respect to claims under Section 10.2(a)(i) relating to a breach by Seller of the representations included in Section 5.11, in which case such amount shall be equal to the amount paid at Closing to Seller under Section 3.1(a)(i), excluding value added tax and will be reduced to $27.5 million 12 months after Closing, and will be reduced by an additional $4.5 million at the expiration of each subsequent 12 months, and with respect to all such claims, indemnification under Section 10, subject to such limitation, shall serve as the sole remedy, provided however, that (i) the foregoing limitations shall not apply to (w) any claims under Section 10.2(a)(i) and the related claims under Section 10.2(a)(iv) that relate to Losses and Expenses related arising prior to the failure Closing Date that are not included in Assumed Liabilities, (x) any claims under Sections 10.2(a)(ii) and 10.2(a)(iii), (y) any claims under Sections 10.2(b)(ii) and 10.2(b)(iii) and (z) any claims under Sections 10.2(a)(i) and 10.2(b)(i) which are based on fraud or willful misconduct, (ii) notwithstanding anything to the contrary, in the event that Purchaser incurs any Losses as a result of any claim by the OCS with respect to the Business Intellectual Property, then the sole remedy of Purchaser in this respect shall be that Seller shall pay to the OCS all amounts due to the OCS, if any, with respect to all revenues earned prior to or after the Closing with respect to the Business Intellectual Property, including all interest payments and penalties with respect thereto, if any, and all amounts due to the OCS, if any, with respect to the transfer of Purchased Assets hereunder, including all interest payments and penalties with respect thereto, if any, up to a maximum total amount for all such payments which is equal to the total amount of OCS grants received by Seller which are outstanding as of Closing, net of any royalties previously paid to the OCS, which amount, as of the date hereof, is represented by Seller to be true approximately $3,000,000 and correct of will be updated at Closing, and (iii) the foregoing limitations shall not apply to any of the representations and warranties contained in Sections 3.1 (a), 3.1(b)(i), 3.1(c)‑(f), 3.2(a)‑(c)(i), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 amounts required to be paid to the extent such Section 4.6 relates Ministry of Defense in respect of royalties or otherwise in connection with the MOD IP based on any action or omission of Seller prior to the Fundamental RepresentationsClosing. (d) In No loss, Liability, damage or deficiency shall constitute Losses to any party to the event a Party is entitled extent of any insurance proceeds actually received by such party with respect to recover the same Losses under more than one provision such loss, Liability, damage or deficiency (after deducting reasonable costs and expenses incurred in connection with recovery of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplicationproceeds). (e) Notwithstanding Anything contained in this Agreement to the foregoingcontrary notwithstanding, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related no indemnified party will be entitled to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by recovery under this Agreement for any breach its consequential, incidental or indirect damages, including loss of any representation, warranty, covenant, agreement profits or obligation set forth herein or otherwise relating to the subject matter loss of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7opportunities.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 ] shall not have any liability under Section 7.2(b)(i) unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of such Losses and Expenses exceed the Indemnification Threshold. (b) The aggregate amount of all Losses and Expenses for which (i) the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties contained in Sections 3.1 (a3.1(a), 3.1(b)(i), 3.1(c)‑(f3.1(c)-(f), 3.2(a)‑(c)(i3.2(a)-(c)(i), 3.2(d)‑(h3.2(d)-(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations. (d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 An indemnifying party shall not have any liability under Section 7.2(b)(i8.2(a)(i) or Section 8.2(b)(i) hereof unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of Losses incurred by the 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 RMB200,000 (the “Basket”) and, in such Losses and Expenses exceed event, the Indemnification Threshold. (b) The aggregate indemnifying party shall be required to pay the entire amount of all Losses and Expenses for which (i) such Losses; provided that the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) Basket limitation shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 3.1 (Organization and Good Standing), 3.2 (Authorization of Agreement), 3.4 (Ownership and Transfer of Equity Interests), 3.6 (Financial Advisors), 4.1 (Organization and Good Standing), 4.2 (Authorization of Agreement), 4.4 (Capitalization), 4.5 (Subsidiaries), 4.10 (Taxes), 4.15 (Employee Benefit Plans), 4.19 (Environmental Matters) and 4.28 (Financial Advisors), and 5.1 (Organization and Good Standing), 5.2 (Authorization of Agreement) and 5.6 (Financial Advisors) hereof. (b) Neither the Sellers nor Buyer shall be required to indemnify any Person under Section 8.2(a)(i) or 8.2(b)(i) for an aggregate amount of Losses exceeding RMB200,000,000 (the “Cap”) in connection with Losses related to the failure to be true and correct of any of the representations or warranties of the Sellers or Buyer 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 Sections 3.1 (aOrganization and Good Standing), 3.1(b)(i3.2 (Authorization of Agreement), 3.1(c)‑(f3.4 (Ownership and Transfer of Equity Interests), 3.2(a)‑(c)(i3.6 (Financial Advisors), 3.2(d)‑(h4.1 (Organization and Good Standing), 4.14.2 (Authorization of Agreement), 4.2, 4.3, 4.4(a4.4 (Capitalization), 4.5 (Subsidiaries), 4.7 (Ownership and 4.6 Transfer of Equity Interests), 4.10 (Taxes), 4.15 (Employee Benefit Plans), 4.19 (Environmental Matters) and 4.28 (Financial Advisors), and 5.1 (Organization and Good Standing), 5.2 (Authorization of Agreement) and 5.6 (Financial Advisors) of this Agreement. (c) For purposes of determining the failure of any representations or warranties to be true and correct, the extent such Section 4.6 relates to breach of any covenants and agreements, and calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the Fundamental Representationsrepresentations, warranties, covenants and agreements shall be disregarded. (d) In The Sellers shall have no right of contribution or other recourse against the event a Party is entitled to recover Company or the same Losses under more than one provision of this AgreementSubsidiaries or their respective directors, such Party shall only be permitted to recover such Losses one timeofficers, and without duplication. (e) Notwithstanding the foregoingemployees, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance Affiliates, agents, attorneys, representatives, assigns or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement successors for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7Claims asserted by Buyer Indemnified Parties.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 An indemnifying party shall not have any liability under Section 7.2(b)(i9.2(a)(i) or Section 9.2(b)(i) hereof unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 5.1, 5.2, 5.4, 5.5, 5.7 and 5.11 hereof, exceeds $550,000 (the “Basket”) and, in such event, the indemnifying party shall be required to only pay the amount of all such Losses and Expenses exceed in excess of the Indemnification ThresholdBasket. (b) The None of the Sellers on the one hand, or Purchaser on the other hand, shall be required to indemnify any Person under Section 9.2(a)(i) or 9.2(b)(i) for an aggregate amount of all Losses exceeding $13,700,000 (the “Cap”) in connection with Losses related to the breach of any representation and Expenses for which (i) the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion warranty of the Total Consideration. The aggregate amount Company or any Seller, on the one hand, or Purchaser, on the other hand, in Articles V and VI, respectively, other than for the breach of all Losses any representation or Warranty contained in Sections 5.1, 5.2, 5.4, 5.5, 5.7 and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration5.11 of this Agreement. (c) The During the term of the Escrow Agreement, if the Purchaser Indemnified Parties seek an Indemnification Claim pursuant to Section 9.2(a)(i), such Purchaser Indemnified Parties must seek to satisfy such claim solely from the Escrow Amount and the Set Aside Amount; provided, however, that if the Selling Stockholder or any other Seller shall have breached Section 7.8, Purchaser may seek to satisfy its claim from the Sellers, jointly and severally, but subject to the limitations on indemnification set forth in Sections 7.4(aSection 9.4(f) below; provided further, that if the Selling Stockholder shall fail to make any payment determined to be owed by it in accordance with Section 3.3, Purchaser has recovered such amount against the Escrow Amount, and Section 7.4(b) shall not apply an Indemnification Claim exceeds the aggregate amount remaining in the Escrow Account and the Set Aside Account, Purchaser may seek to Losses and Expenses related satisfy the remaining portion of its Indemnification Claim in an amount up to the failure amount determined to be true owed by the Selling Stockholder under Section 3.3 from the Sellers, jointly and correct of any of the representations and warranties contained in Sections 3.1 (a)severally, 3.1(b)(i), 3.1(c)‑(f), 3.2(a)‑(c)(i), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 subject to the extent such limitations set forth in Section 4.6 relates to the Fundamental Representations9.4(f) below. (d) In During the event a Party is entitled Set Aside Account Period but subsequent to recover the same Losses under more than one provision expiration of this the term of the Escrow Agreement, if the Purchaser Indemnified Parties seek an Indemnification Claim pursuant to Section 9.2(a)(i), such Party Purchaser Indemnified Parties must seek to satisfy such claim solely from the Set Aside Amount; provided, however, that if the Selling Stockholder or any other Seller shall only have breached Section 7.8, Purchaser may seek to satisfy its claim from the Sellers, jointly and severally, but subject to the limitations set forth in Section 9.4(f) below; provided further, that if the Selling Stockholder shall fail to make any payment determined to be permitted to recover owed by it in accordance with Section 3.3, Purchaser has recovered such Losses one timeamount against the Escrow Amount, and without duplicationan Indemnification Claim exceeds the aggregate amount remaining in the Set Aside Account, Purchaser may seek to satisfy the remaining portion of its Indemnification Claim in an amount up to the amount determined to be owed by the Selling Stockholder under Section 3.3 from the Sellers, jointly and severally, subject to the limitations set forth in Section 9.4(f) below. (e) Notwithstanding After Closing and subject to the foregoingrequirements of Sections 9.4(c) and 9.4(d), this any Purchaser Indemnified Party may satisfy any Indemnification Claim (other than an Indemnification Claim related to a breach of Section 7.4 shall not (i7.1 by a Seller) limit at the rights sole discretion of such Purchaser Indemnified Party, from payments of such Indemnification Claim out of the Parties Escrow Amount in accordance with the terms of the Escrow Agreement. If the Selling Stockholder owes Purchaser a payment pursuant to seek equitable remedies (including specific performance or injunctive reliefSection 3.3(c) or (iiand shall fail to make such payment in the time period provided in Section 3.3(c), Purchaser may, in its sole discretion, satisfy such payment, together with interest thereon calculated in accordance with Section 3.3(d) apply in respect from the Closing Date to the date of any claim payment, from payments of fraud, including any tort claim or cause of action based upon, arising such amount out of or related to any intentional misrepresentation made the Escrow Account in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately accordance with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this terms of the Escrow Agreement. (f) Subject The Sellers shall not be required to indemnify the Purchaser Indemnified Parties pursuant to this Article IX in an aggregate amount exceeding the Purchase Price (as adjusted pursuant to Section 7.4(d3.3) and none of the individual EEG Stockholders shall be required to indemnify the Purchaser Indemnified Parties pursuant to this Section 9.2(a)(i) in an aggregate amount exceeding such EEG Stockholder’s Percentage Interest multiplied by 20% of the Purchase Price (as adjusted pursuant to Section 3.3). (g) For purposes of calculating Losses hereunder, any materiality or material adverse effect qualifications in the Parties acknowledge representations, warranties, covenants and agree that agreements shall be ignored. (h) The Sellers shall have no recourse against the Company or its Subsidiaries or their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement respective directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7Indemnification Claims asserted by Purchaser Indemnified Parties.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 An indemnifying party shall not have any liability under Section 7.2(b)(i8.2(a)(i) or Section 8.2(b)(i) hereof unless the aggregate amount of all Losses incurred by the indemnified parties and Expenses relating thereto for which [***] wouldindemnifiable thereunder based upon, but for this proviso, attributable to or resulting from the failure of any of the representations or warranties to be liable to indemnify all Indemnified Parties true and correct exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) 500,000 (the “Indemnification ThresholdBasket”), and then ) in which case the indemnifying party shall be required to pay only to the extent the aggregate amount of Losses in excess of such Losses and Expenses exceed amount; provided that the Indemnification Threshold. (b) The aggregate amount of all Losses and Expenses for which (i) the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration. (c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) Basket limitation shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Authorization), 3.4 (Ownership), 3.6 (Financial Advisors), 4.1 (Organization), 4.2 (Authorization), 4.4 (Capitalization), 4.5 (Subsidiaries), 4.10 (Taxes), 4.15 (Employee Benefit Plans), 4.19 (Environmental), 4.29 (Financial Advisors), 5.1 (Organization), 5.2 (Authorization) and 5.6 (Financial Advisors) hereof. The Selling Stockholders obligations in respect of Section 8.2(a)(v) shall be as described (including the limitations thereto) in Section 8.2(a)(v) of the Disclosure Schedule. (b) Neither the Selling Stockholders nor Purchaser shall be required to indemnify any Person under Section 8.2(a)(i) or 8.2(b)(i) for an aggregate amount of Losses exceeding an amount equal to $25,000,000 (the “Cap”) in connection with Losses related to the failure to be true and correct of any of the representations or warranties of the Selling Stockholders 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 Sections 3.1 (aOrganization), 3.1(b)(i3.2 (Authorization), 3.1(c)‑(f3.4 (Ownership), 3.2(a)‑(c)(i3.6 (Financial Advisors), 3.2(d)‑(h4.1 (Organization), 4.14.2 (Authorization), 4.2, 4.3, 4.4(a4.4 (Capitalization), 4.5 (Subsidiaries), 4.10 (Taxes), 4.15 (Employee Benefit Plans), 4.19 (Environmental), 4.29 (Financial Advisors), and 4.6 5.1 (Organization), 5.2 (Authorization), 5.6 (Financial Advisors), and 5.7 (Purchaser Common Stock) of this Agreement. (c) For purposes of the failure of any representations or warranties to be true and correct and the extent such Section 4.6 relates to calculation of Losses hereunder, any materiality or Material Adverse Effect qualifications in the Fundamental Representationsrepresentations, warranties, covenants and agreements shall be disregarded. (d) In The Selling Stockholders shall have no right of contribution or other recourse against the event a Company or the Subsidiaries or their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any Third Party is entitled to recover Claims asserted by Purchaser Indemnified Parties, it being acknowledged and agreed that the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, covenants and without duplication. (e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights agreements of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect Company are solely for the benefit of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this AgreementPurchaser Indemnified Parties. (f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 7.