Common use of Limitations on Indemnification Liability Clause in Contracts

Limitations on Indemnification Liability. (i) Other than (x) rights to specific performance and injunctive relief with respect to a party’s covenants and agreements under this Agreement, (y) as set forth in Section 11.2(b) or (z) in the event of a Fraudulent Breach, the indemnification provided under Section 10.2 shall be the sole and exclusive remedy of the parties and any other Persons claiming by or through any party (including the Indemnified Parties) following the Closing with respect to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregate. (iv) Except for the last sentence of Section 10.2(c)(i), Section 10.2(c) shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy of the representations and warranties set forth in Section 5.1 (Organization, Good Standing, Corporate Power and Qualification), Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which shall be limited to the Purchase Price, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Price. (v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breached.

Limitations on Indemnification Liability. (a) The aggregate Liability for money Damages payable by either Seller or Buyer under this Agreement related to breaches of the representations, warranties, and covenants herein (other than the representations and warranties in Sections 3.1 and 3.2, which will not be limited by this Section 10.5(a)) will not exceed an amount equal to the Cash Payment, provided that the limitation contemplated hereby will not be applicable with respect to instances of actual fraud or as otherwise set forth in the Ancillary Agreements. (b) Neither Buyer nor Seller will have Liability for money Damages under this ARTICLE 10 unless and until the aggregate Damages claimed exceeds $200,000 (the "Threshold Amount"); provided, however, once such amount exceeds the Threshold Amount, the relevant Party will be entitled to recover all amounts to which they are entitled in excess of the Threshold Amount. (c) Any claims any Indemnified Party makes under this ARTICLE 10 will be limited as follows: (i) Other than (x) rights The amount of Damages required to specific performance and injunctive relief with respect be paid for Damages will be reduced to a party’s covenants and agreements under this Agreement, (y) as set forth in Section 11.2(b) or (z) in the event extent of a Fraudulent Breach, any amounts an Indemnified Party actually receives pursuant to the indemnification provided under Section 10.2 shall be the sole and exclusive remedy terms of the parties and any other Persons claiming by or through any party insurance policies (including the Indemnified Partiesif any) following the Closing with respect to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following covering such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2Indemnification Claim. (ii) Notwithstanding any provision All indemnification obligations will be limited to actual Damages and will exclude incidental, consequential, lost profits, indirect, punitive, or exemplary Damages. (d) Except for equitable remedies and injunctive and other judicial relief to enforce the contrary contained provisions hereof or to preserve the status quo pending resolution, or in this Agreement, but subject to Section 10.2(c)(iv)the case of actual fraud or as otherwise set forth in the Ancillary Agreements, the sole source and recourse to satisfy remedy of any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims party relating to any breach or inaccuracy of a Fundamental Representation) shall the matters for which such party may be indemnified in this ARTICLE 10 will be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreementindemnity provided in this ARTICLE 10. (iiie) Notwithstanding any provision For the avoidance of doubt, the indemnification provided for in this ARTICLE 10 is in addition to the contrary contained indemnification set forth in Section 7.6, and the limitations of liability set forth in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregate. (iv) Except for the last sentence of Section 10.2(c)(i), Section 10.2(c) 10.5 shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for the indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy of the representations and warranties set forth in Section 5.1 (Organization, Good Standing, Corporate Power and Qualification), Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which shall be limited to the Purchase Price, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Price7.6. (v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breached.

Limitations on Indemnification Liability. (ia) Other than (x) rights to specific performance and injunctive relief with respect to a party’s covenants and agreements under this Agreement, (y) as set forth in Section 11.2(b) or (z) Except in the event case of a Fraudulent Breachfraud, the indemnification provided under Section 10.2 aggregate amount of Losses for which the Parent Indemnified Parties shall be entitled to indemnification pursuant to this Article XII will not exceed the amount of funds available in the Indemnification Escrow Account and the amount of such funds then remaining in the Indemnification Escrow Account shall serve as the sole and exclusive remedy source of payment of any such Indemnification Claim. The aggregate amount of Losses for which the parties and any other Persons claiming by or through any party Company Equityholders shall be entitled to indemnification pursuant to this Article XII will not exceed the Indemnification Escrow Amount. (including the Indemnified Partiesi) following the Closing Except with respect to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or indemnification for Losses that relate to any breach of a Company Fundamental Representation or failure in performance prior to, on or after the Closing of any covenants of the representations and warranties in Section 4.13(b) (Accounts Receivable) or agreements, made by the other parties in this Agreement, any Related AgreementsSection 4.15 (Tax Matters), or in any schedule or exhibit hereto or thereto or any document delivered the case of fraud, the Parent Indemnified Parties shall not be entitled to indemnification pursuant to this AgreementSection 12.2(a)(i), and each party hereby waives, the Company Equityholders shall not be entitled to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii) Notwithstanding any provision to the contrary contained in this Agreement, but subject indemnification pursuant to Section 10.2(c)(iv12.2(b)(i), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating as applicable, with respect to any breach or inaccuracy of a Fundamental Representation) shall be claim for indemnification unless the amount of Escrow Funds then held Losses (including costs and expenses of the Parent Indemnified Parties or the Company Equityholders, as applicable, incurred in connection with making such claim under this Agreement) incurred by the Escrow Agent pursuant to Parent Indemnified Parties or the Escrow Agreement. Company Equityholders, as applicable, that are the subject of such claim (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer together with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregate. (iv) Except for the last sentence of Section 10.2(c)(i), Section 10.2(c) shall not apply to claims arising out of or based upon any Fraudulent Breachthe same or related circumstances) exceeds $50,000 (the “Per-Claim Basket”), which and, subject to the other applicable limitations on liability set forth in this Article XII, the Parent Indemnified Parties or the Company Equityholders, as applicable, shall not only be limited hereunder. Sections 10.2(c)(iientitled to indemnification for such Losses if such Losses exceed the Per-Claim Basket; and (ii) and Section 10.2(c)(iii) shall not apply except with respect to (A) claims indemnification for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on Losses that relate to any breach of a Company Fundamental Representation or inaccuracy of any of the representations and warranties in Section 4.10(d) (Intellectual Property), Section 4.13(b) (Accounts Receivable), Section 4.15 (Tax Matters) or Section 4.25 (Government Contracts), or in the case of fraud, the Parent Indemnified Parties shall only be entitled to indemnification pursuant to Section 12.2(a)(i) and the Company Equityholders shall only be entitled to indemnification pursuant to Section 12.2(b)(i) to the extent the aggregate amount of all Losses (including costs and expenses of the Parent Indemnified Parties or the Company Equityholders, as applicable, incurred in connection with making such claim under this Agreement) incurred by the Parent Indemnified Parties or the Company Equityholders, as applicable, for which the Parent Indemnified Parties are entitled to indemnification pursuant to Section 12.2(a)(i) or the Company Equityholders are entitled to indemnification pursuant to Section 12.2(b)(i), as applicable (excluding in each case any Losses in respect of any claims for which the Parent Indemnified Parties or the Company Equityholders, as applicable, are not entitled to indemnification pursuant to clause (i) of this Section 12.5(b)), exceeds Four Million Dollars ($4,000,000) (the “Deductible”), and, subject to the other applicable limitations on liability set forth in Section 5.1 (Organizationthis Article XII, Good Standingthe Parent Indemnified Parties or the Company Equityholders, Corporate Power and Qualification)as applicable, Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating shall only be entitled to title indemnification for such Losses to the Intellectual Property Assets extent such Losses exceed the Deductible. (c) All Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article XII shall be reduced by the amount of (i) all actual reductions in cash Taxes of the Indemnified Party and its Affiliates arising as the result of the Loss in the taxable year in which the Loss was paid or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power incurred and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(iiall insurance proceeds, indemnification payments and other third-party recoveries (including any collected accounts receivable that provided the basis for a claim pursuant to Section 12.2(a)(i) of this Agreement, the liability for all of which shall be limited by a Parent Indemnified Party with respect to the Purchase Price, or to (B) the last sentence of Section 10.2(a4.13(b)) actually received by any Indemnified Party in respect of any Losses incurred by such Indemnified Party. In the event any Indemnified Party determines in good faith it is entitled to any reduction in cash Taxes, insurance proceeds, indemnity payments or 10.2(bany third-party recoveries in respect of any Losses (or any of the circumstances giving rise thereto) for which such Indemnified Party is entitled to indemnification pursuant to this Article XII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such reductions, proceeds, payments or recoveries; provided that under no circumstances shall any Indemnified Party be required to initiate any Action against any other Person in connection therewith. In the event that any such reduction in cash Taxes, insurance proceeds, indemnity payments or other third-party recoveries are actually obtained, received by an Indemnified Party subsequent to receipt by such Indemnified Party of this Agreementany indemnification payment hereunder in respect of the claims to which such reduction in cash Taxes, the liability for all of which insurance proceeds, indemnity payments or other third-party recoveries relate, appropriate refunds shall be limited to made promptly by the Purchase Pricerelevant Indemnified Parties of all or the relevant portion of such indemnification payment. (vd) Following No Parent Indemnified Party shall be entitled to indemnification for any Losses in respect of any liability included in the determination that a breach calculation of the Aggregate Consideration. (e) In the event an Indemnified Party actually recovers Losses in respect of an Indemnification Claim, no other Indemnified Party may recover the same Losses in respect of a representation, warranty, covenant or agreement has occurred, claim for purposes of computing any Damages indemnification under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breachedAgreement.

Limitations on Indemnification Liability. Any claims made by any Indemnified Party under this Section 8 will be limited as follows: (i) Other than (x) rights Sellers' aggregate liability for Damages under this Agreement related to specific performance breaches of the representations, warranties, and injunctive relief covenants herein will not exceed an amount equal to $1,000,000, except with respect to a party’s covenants breaches of representations and agreements under this Agreement, (y) as set forth warranties contained in Section 11.2(b7(j) or (z) in the event of a Fraudulent Breach, the indemnification provided under Section 10.2 shall be the sole and exclusive remedy of the parties and any other Persons claiming by or through any party (including the Indemnified Parties) following the Closing except with respect to Section 8(b)(iii) herein where Seller's aggregate liability for Damages under this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2without limit. (ii) Notwithstanding No party will have any provision liability for Damages related to breaches of the representations, warranties, and covenants in this Agreement unless and until the aggregate Damages claimed under Section 8(e) exceeds $50,000 (the "Threshold Amount"); provided, however, once such amount exceeds the Threshold Amount, the Indemnified Party will be entitled to recover all amounts to which it is entitled relating back to the contrary contained in this Agreementfirst dollar of Damages, but subject to Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant without regard to the Escrow AgreementThreshold Amount. (iii) Notwithstanding any provision The amount required to be paid for Damages will be reduced to the contrary contained in this Agreement, but subject extent of (A) any amounts an Indemnified Party actually receives pursuant to Section 10.2(c)(iv), the aggregate liability terms of Buyer with respect the insurance policies (if any) covering such Indemnification Claim (and the Indemnified Party shall use all reasonable efforts to all indemnification claims under Section 10.2(b)(ieffect any such recovery) and (excluding claims relating B) any income tax benefit actually realized by the Indemnified Party related to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregatesuch Indemnification Claim. (iv) Except for the last sentence of All indemnification obligations under this Section 10.2(c)(i), Section 10.2(c) shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy of the representations and warranties set forth in Section 5.1 (Organization, Good Standing, Corporate Power and Qualification), Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which shall 8 will be limited to the Purchase Priceactual Damages and will exclude incidental, consequential, lost profits, indirect, punitive, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Priceexemplary Damages. (v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breached.

Limitations on Indemnification Liability. (i) Other than (x) rights to specific performance and injunctive relief with respect to a party’s covenants and agreements Any claims any Indemnified Party makes under this Agreement, (y) as set forth in Section 11.2(b) or (z) in the event of a Fraudulent Breach, the indemnification provided under Section 10.2 ARTICLE 11 shall be limited as follows: (a) The amount of Damages required to be paid for Damages shall be reduced to the sole and exclusive remedy extent of any amounts an Indemnified Party actually receives pursuant to the terms of the parties and any other Persons claiming by or through any party insurance policies (including the Indemnified Partiesif any) following the Closing with respect to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following covering such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2Indemnification Claim. (iib) Notwithstanding All indemnification obligations shall be limited to Damages. (c) Any Liability of any provision Acquired Entity to any Seller Indemnified Party under this Agreement shall terminate for all purposes upon the contrary contained Closing and have no further force or effect. Although the representations and warranties made in this Agreement, but subject to Section 10.2(c)(ivARTICLE 6 are made jointly and severally by Seller Parties (including Target Companies), the sole source Sellers and recourse to satisfy Trust are solely responsible for any and all indemnification claims of Buyer the Seller Indemnified Parties under Section 10.2(a)(ihereunder. Further, neither Trust nor Sellers shall have any claim for contribution against any Acquired Entity. Knowledge of any Acquired Entity (including Knowledge of any officer, director or other employee of any Acquired Entity) (excluding claims relating shall not be imputed to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow AgreementBuyer Party for any purpose. (iiid) Notwithstanding any provision Neither the Sellers and Trust, nor the Buyer Parties, shall have Liability for money Damages related to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregate. (iv) Except for the last sentence of Section 10.2(c)(i), Section 10.2(c) shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy Breaches of the representations and warranties set forth in Section 5.1 ARTICLE 5 or ARTICLE 6 unless and until the aggregate Damages claimed under SECTION 11.2 or SECTION 11.3, as applicable, exceed $500,000; PROVIDED that the limitation contemplated hereby will not be applicable with respect to (Organization, Good Standing, Corporate Power and QualificationA) Breaches of SECTIONS 5.1(B), Section 5.2 (Due Authorization, Binding Effect5.1(F), Section 5.3 (No Conflicts5.2(B), Section 5.6 5.2(E), 5.3(B), 6.2, 6.5, or 6.12, (Intellectual Property – but solely relating B) instances of fraud, willful misconduct or gross negligence by the applicable Indemnitor, and (C) matters covered by SECTION 8.8(H); and PROVIDED, further, that once such amount exceeds $500,000, the applicable Indemnified Parties will be entitled to title recover all amounts to which they are entitled in excess of $500,000. (e) The aggregate Liability of Sellers and Trust, and the aggregate Liability of Buyer Parties, for money Damages under this Agreement related to Breaches of the representations and warranties herein will not exceed $7,000,000; PROVIDED that the limitation contemplated hereby will not be applicable with respect to (A) Breaches of SECTIONS 5.1(B), 5.1(F), 5.2(B), 5.2(E), 5.3(B), 6.2, 6.5, or 6.12, with respect to which the aggregate Liability for money Damages shall not exceed $110,000,000, (B) instances of fraud, willful misconduct or gross negligence by the applicable Indemnitor, and (C) matters covered by SECTION 8.8(H), with respect to which the aggregate Liability for money Damages shall not exceed $110,000,000. (f) Excluding instances of fraud, willful misconduct or gross negligence by any of the Parties, and other than to the Intellectual Property Assets or extent covered by the Intellectual Property Licensesindemnification provisions of SECTION 8.8(H), Section 5.6(b) (Sufficiency if the Closing occurs the indemnification provisions of Assets), Section 5.8(c) (Title this ARTICLE 11 shall be the exclusive remedy with respect to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) Breach of this Agreement, the liability for all of which shall be limited to the Purchase Price, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Price. (vg) Following A claim for any matter not involving a third party may be asserted by notice to the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that Party from whom indemnification is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breachedsought.

Limitations on Indemnification Liability. (i) Other than (x) rights to specific performance and injunctive relief with respect to a party’s covenants and agreements under this Agreement, (y) as set forth in Section 11.2(b) Agreement or (z) in the event of a Fraudulent Breach, the indemnification provided under Section 10.2 shall be the sole and exclusive remedy of the parties and any other Persons claiming by or through any party (including the Indemnified Parties) following the Closing with respect to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental RepresentationRepresentation or the representations and warranties contained in Section 5.6 (Intellectual Property)) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. Notwithstanding any provision to the contrary contained in this Agreement, the maximum liability of Seller with respect to all indemnification claims under Section 10.2(a)(i) based on any breach or inaccuracy of Seller’s representations and warranties contained in Section 5.6 (Intellectual Property) or under Section 10.2(a)(ii) of this Agreement, shall be limited to the Purchase Price. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 ten percent (10%) of the Purchase Price in the aggregate. Notwithstanding any provision to the contrary contained in this Agreement, the maximum liability of Buyer with respect to all indemnification claims under Section 10.2(b)(ii) of this Agreement, shall be limited to the Purchase Price. (iv) Except for the last sentence of Section 10.2(c)(i), this Section 10.2(c) shall not apply to (A) claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (AB) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy of the representations and warranties set forth in a Fundamental Representation, (C) claims for indemnification under Section 5.1 (Organization, Good Standing, Corporate Power and Qualification10.2(a)(iv), (D) claims for indemnification under the last sentence of Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”10.2(a), or (2E) claims for indemnification under the last sentence of Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement10.2(b), the liability for all of which shall not be limited to the Purchase Price, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Pricehereunder. (v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breached.

Limitations on Indemnification Liability. (ia) Losses Net of Insurance Proceeds and Other than (x) rights Third-Party Recoveries. Notwithstanding any provision in this Agreement to specific performance and injunctive relief with respect the contrary, all Losses for which any Indemnified Person would otherwise be entitled to a party’s covenants and agreements indemnification under this Agreement, (y) as set forth in Section 11.2(b) or (z) in the event of a Fraudulent Breach, the indemnification provided under Section 10.2 Article XI shall be reduced by the sole amount of insurance proceeds, indemnification payments and exclusive remedy other third-party recoveries to which any Indemnified Person receives in respect of any Losses incurred by such Indemnified Person, in each case after deducting the parties out-of-pocket costs and any other Persons claiming by expenses incurred following Closing in connection with such Loss and obtaining such proceeds, payments or through any party (including the Indemnified Parties) following the Closing with respect to this Agreement or any Related Agreementrecoveries, including any misrepresentation or inaccuracy inincremental insurance premium costs incurred by such Party; provided that in the case of any such incremental insurance premium costs, or breach ofthe Indemnified Person shall provide the Indemnifying Person with a written statement from its insurance carrier specifically allocating the increase in premium costs directly to the claims for which indemnification is sought. In the event any Indemnified Person is entitled to any insurance proceeds, any representations or warranties, indemnity payments or any breach or failure third-party recoveries in performance prior to, on or after the Closing respect of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered Losses for which such Indemnified Person is entitled to indemnification pursuant to this AgreementArticle XI, and each party hereby waivessuch Indemnified Person shall use commercially reasonable efforts to obtain or receive such proceeds, to the full extent payments or recoveries; provided that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregate. (iv) Except for the last sentence of Section 10.2(c)(i), Section 10.2(c11.5(a) shall not apply require any Indemnified Person to claims arising out initiate, engage in or threaten litigation with any Person, including any of its insurance carriers. In the event that any such insurance proceeds, indemnity payments or based upon other third-party recoveries are received by an Indemnified Person subsequent to receipt by such Indemnified Person of any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy payment hereunder in respect of the representations and warranties set forth in Section 5.1 (Organizationclaims to which such insurance proceeds, Good Standingindemnity payments or other third-party recoveries relate, Corporate Power and Qualification), Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which appropriate refunds shall be limited to made promptly by the Purchase Price, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Price. (v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use relevant Indemnified Person of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach relevant portion of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breachedindemnification payment.

Limitations on Indemnification Liability. (ia) Other than Each of Seller’s and Buyer’s maximum aggregate Liability for indemnification of Losses pursuant to Section 9.2 or Section 9.3 of this Agreement, as applicable, will not exceed the portion of Script Purchase Price that is actually paid by Buyer to Seller. Nothing herein shall limit any claim by a Party for Fraud. (xb) rights All claims or indemnification obligations any Indemnified Party makes under this Article IX will be limited to specific performance actual damages and injunctive relief will exclude any loss of revenue, income or profits, diminution in value, punitive, exemplary, incidental damages, or loss of business reputation or opportunity relating to the breach of this Agreement, or any theory of loss based on a multiple of cash flow, revenue or other financial metric, and any consequential damages (except to the extent reasonably foreseeable), special or indirect damages. (c) The Parties shall cooperate with each other to resolve any claim or liability with respect to a party’s covenants and agreements which one Party is obligated to indemnify the other Party hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability. 38 (d) No Indemnified Party shall be entitled to recover any amount relating to any matter arising under one provision of this Agreement, Agreement to the extent such Indemnified Party (y) as set forth in Section 11.2(b) or (z) other Buyer Indemnified Parties in the event of a Fraudulent BreachBuyer Indemnified Party, or other Seller Indemnified Parties in the indemnification provided under Section 10.2 shall be the sole and exclusive remedy event of the parties and any other Persons claiming by or through any party (including the a Seller Indemnified PartiesParty) following the Closing has already recovered such amount with respect to this Agreement such matter pursuant to that or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing other provisions of any covenants or agreements, made by the other parties in this Agreement. For the avoidance of doubt, in no event shall Seller be liable to any Related AgreementsBuyer Indemnified Party, or and no Buyer Indemnified Party shall have any recourse against Seller, for any Loss to the extent (i) the circumstances giving rise to such Loss were taken into account in any schedule or exhibit hereto or thereto or any document delivered an adjustment to the Script Purchase Price pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights Section 2.2(b) or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii) Notwithstanding the circumstances giving rise to such Loss were taken into account in determining any provision to the contrary contained in this Agreement, but subject Pharmacy’s Inventory Value pursuant to Section 10.2(c)(iv2.2(c), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregate. (iv) Except for the last sentence of Section 10.2(c)(i), Section 10.2(c) shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy of the representations and warranties set forth in Section 5.1 (Organization, Good Standing, Corporate Power and Qualification), Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which shall be limited to the Purchase Price, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Price. (v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breached.

Limitations on Indemnification Liability. 10.6.1 No Claim may be asserted or brought by an Indemnitee Representative after the applicable Release Date; provided that if any Claim Notice is given by the Indemnitee Representative prior to the applicable Release Date, the Indemnified Persons’ right to indemnification in respect of the Claims specified in such Claim Notice (i) Other than shall continue until such Claims are finally resolved according to the terms hereof and all amounts, if any, payable hereunder in respect of those Claims are finally determined, and (xii) rights shall extend to specific performance all Losses and injunctive relief Expenses that are the subject of that indemnification obligation, whether incurred before or after such Claim Notice is given. 10.6.2 The indemnification provided for in this Section 10 will not apply unless and until the aggregate Losses and Expenses for which the Parent Group Members or Securityholder Group Members seeks or has sought indemnification hereunder exceeds a cumulative aggregate of $*** (the “Deductible”), in which event the Indemnitors will be liable to indemnify the Indemnified Persons for all Losses and Expenses incurred in excess of the *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Deductible; provided, however, the provisions of this Section 10.6.2 shall not apply with respect to a party’s covenants and agreements under this Agreement, (y) as set forth in Section 11.2(b) or (z) in the event of a Fraudulent Breach, the any Claim by any Parent Group Member for indemnification provided under Section 10.2 shall be the sole and exclusive remedy of the parties and any other Persons claiming by or through any party (including the Indemnified Parties) following the Closing with respect to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered pursuant to this Agreement, Section 10 for any Losses and each party hereby waives, to Expenses (i) arising out of or caused by fraud or intentional misrepresentation on the full extent that it may do so, part of the Company or any other rights Founder or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii) relating to Taxes for which the Parent Group Members are entitled to indemnification under Section 10.3(a) (each, an “Excluded Claim”), and the Parent Group Members shall have the right to seek indemnification hereunder for any Losses and Expenses incurred or suffered in connection with any such Excluded Claim from the first dollar of such Losses and Expenses. 10.6.3 Notwithstanding any provision anything in this Agreement to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv)contrary, the aggregate liability of Buyer with respect to all indemnification claims the Securityholders, on the one hand, or the Parent Group Members, on the other hand, under this Section 10.2(b)(i) 10 for Losses and Expenses (excluding claims relating to any Excluded Claims by any of the Parent Group Members) arising out of (i) the breach of any representation or inaccuracy warranty of a Fundamental Representationsuch party contained in this Agreement and the other agreements, certificates and documents contemplated hereby, and (ii) the breach of any post-Closing covenant of such party contained in this Agreement and the other agreements, certificates and documents contemplated hereby (collectively with the matters in clause (i), “Representation and Covenant Breaches”) shall be limited to an amount equal to $1,030,000 in no event exceed the aggregate.Merger Consideration. Provided, further: (iv) Except 10.6.3.1 The aggregate liability of the Securityholders for the last sentence of Section 10.2(c)(i), Section 10.2(c) shall not apply to claims Losses and Expenses arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any caused by the breach or inaccuracy of the representations and warranties set forth of the Company contained in Section 5.1 5.12 (Organization, Good Standing, Corporate Power and QualificationIntellectual Property; Software), Section 5.2 excluding claims for fraud or intentional misrepresentation, shall in no event exceed an initial cap of *** Dollars (Due Authorization, Binding Effect$***), which cap will be amortized and reduced on a straight-line basis monthly over a period of eighteen (18) months from the Closing Date. 10.6.3.2 The aggregate liability of the Securityholders under this Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title 10 for Losses and Expenses arising out of any Excluded Claim shall not be subject to the Intellectual Property Assets foregoing limitations on liability. 10.6.4 The personal liability of any individual Securityholder for any Losses or Expenses for which the Intellectual Property Licenses), Securityholders are liable under this Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which 10 shall be limited to such Securityholder’s Percentage of such Losses or Expenses. “Percentage” shall mean a percentage (calculated as of the Purchase Price, or Closing Date) equal to (Bi) the last sentence number of Outstanding Securities held by a Securityholder, divided by (ii) the total number of Outstanding Securities; provided, however, that in the event of any Losses or Expenses under Section 10.2(a) 10.2.1.3, the Securityholder whose conduct gave rise to such Losses or 10.2(b) Expenses shall bear 100% of this Agreement, the liability for all of which shall be limited such Losses or Expenses, subject to the Purchase Price. (v) Following the determination that a breach terms of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breached10.

Limitations on Indemnification Liability. (a) No Seller Indemnified Party shall have a right to indemnification under this Article VIII (i) Other than unless and until, with respect to any individual Damage for which such party would otherwise be entitled to indemnification, such Damage exceeds $10,000 (the “De Minimus Amount”), and (ii) unless the aggregate amount of Damages (that each exceed the De Minimus Amount) for which such party would otherwise be entitled to indemnification exceeds, in the aggregate, Three Hundred Seventy-Five Thousand Dollars ($375,000) (the “Deductible”), and, in such event, such right of indemnification shall be only for Damages (that each exceed the De Minimus Amount) which, in the aggregate, are in excess of the Deductible. The limitation set forth in clause (i) of this Section 8.2(a) shall not apply to Damages due to (x) rights to specific performance and injunctive relief with respect to a party’s any Breaches of any post-closing covenants and agreements under this Agreementof Seller, (y) as Seller’s fraud or knowing and intentional concealment in connection with this Agreement, and (z) indemnification claims arising under Section 8.3(d). The limitation set forth in clause (ii) of this Section 11.2(b8.2(a) shall not apply to Damages due to (w) any Breaches of the Seller Fundamental Representations, (x) any Breaches of any post-closing covenants of Seller, (y) Seller’s fraud or knowing and intentional concealment in connection with this Agreement, and (z) indemnification claims arising under Section 8.3(d) (collectively, the “Exceptions”). (b) Notwithstanding anything herein to the contrary, (i) the liability of Seller pursuant to claims asserted under this Agreement for Breaches of any representations and warranties contained in this Agreement other than the Seller Fundamental Representations shall not exceed, in the event aggregate, Five Million Three Hundred Thousand Dollars ($5,300,000) (the “Cap”), and (ii) the liability of a Fraudulent BreachSeller pursuant to claims asserted under this Agreement for Breaches of the Seller Fundamental Representations shall not exceed, in the aggregate, the Closing Consideration actually received by Seller. In addition, Seller’s maximum indemnification provided obligation under clauses (i) and (ii) of the preceding sentence shall not exceed, in the aggregate, the Closing Consideration actually received by Seller. Notwithstanding anything to the contrary in this Section 8.2(b), the limitations set forth in this Section 8.2(b) shall not apply to Damages due to Seller’s fraud or knowing and intentional concealment in connection with this Agreement or any indemnification claims arising under Section 10.2 8.3(d). In the event Buyer shall have paid Seller the amounts required pursuant to Section 5.11(i)(ii), the Cap shall be increased to Six Million Dollars ($6,000,000) and the Deductible shall be increased to Four Hundred Twenty Thousand Dollars ($420,000). (c) Seller’s indemnity obligations shall terminate and be of no further force or effect on the eighteen (18) month anniversary of the Closing Date except that the limitations set forth in this Section 8.2(c) shall not apply to Damages due to any of the Exceptions. Seller’s indemnity obligations with respect to the Seller Fundamental Representations shall terminate and be of no further force or effect upon the expiration of the survival of such representations as provided in Section 8.1(a). (d) The rights of the Buyer Indemnified Parties and the Seller Indemnified Parties, as the case may be, to indemnification under this Article VIII shall constitute the sole and exclusive remedy of the parties Buyer Indemnified Parties and any other Persons claiming by or through any party (including the Seller Indemnified Parties) following , as the case may be, from and after the Closing for any Breach of any provision of this Agreement; provided that nothing herein shall prevent Buyer and Seller, as the case may be, from seeking the remedies provided pursuant to Section 9.5, and (ii) no Actions may be asserted nor any Actions commenced for indemnification by any Buyer Indemnified Parties and Seller Indemnified Parties, as the case may be, under Article VIII, unless written notice describing in reasonable detail the facts and circumstances with respect to the subject matter of such Action is received by the Indemnitor on or prior to the date on which the representation, warranty or covenant on which such Action is based ceases to survive as set forth in Section 8.1. (e) Each Indemnified Party shall maintain such insurance coverage with respect to its business as is customary for an entity of the size and nature of such Indemnified Party. Each Indemnified Party shall be obligated in connection with any claim for indemnification under this Agreement or Article VIII to use commercially reasonable efforts to obtain any Related Agreementinsurance proceeds available, including and indemnification payments payable to such Indemnified Party by any misrepresentation or inaccuracy inthird party, with regard to the applicable claims. Any amounts which an Indemnified Party may be entitled to recover pursuant to this Article VIII shall be reduced on a dollar-for-dollar basis (but net of Taxes), by and to the extent, that an Indemnified Party shall actually receive proceeds under insurance policies, indemnification arrangements, risk sharing pools, or breach ofsimilar arrangements or actually realizes a Tax benefit as a result of the subject matter of an indemnification Action by such Indemnified Party; provided, however, that in the event that any representations insurance proceeds or warrantiesother recovery is actually received by any Indemnified Party with respect to any Damages after any such Person has been paid in full by the Indemnitor with respect to such Damages hereunder, such Indemnified Party shall promptly pay to such Indemnitor an amount equal to the amount of such insurance proceeds or recovery. (f) Buyer shall have no Action under this Article VIII to the extent arising from actions taken or not taken by Buyer or RH, or any breach event or failure in performance prior tooccurrence occurring, on or after the Closing Closing. (g) Each of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable Parties hereunder shall be payable first from obligated in connection with any Action for indemnification under this Article VIII to use commercially reasonable efforts to mitigate Damages upon and after becoming aware of any event which could reasonably be expected to give rise to such Damages. The Indemnitor shall have the Escrow Fund; following such time when there are no amounts remaining in right, but not the Escrow Fundobligation, any amounts for which Seller may be liable hereunder and shall be payable directly afforded the opportunity by Seller in accordance with this Section 10.2the Indemnified Party to the extent reasonably possible, to make commercially reasonable efforts to mitigate Damages before such Damages actually are incurred by the Indemnified Party. (iih) Notwithstanding Buyer shall not, and shall cause its Affiliates to not implead, or cause to be impleaded, Seller or any provision of Seller’s Affiliates in any Action arising from owning or operating RH or its Subsidiaries prior to the contrary contained in this Agreement, but subject Closing so long as Seller complies with its indemnification obligations hereunder. (i) No Party shall be entitled to Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to for any breach or inaccuracy of a Fundamental Representation) shall be any representation or warranty, including any claims based upon fraud, if such Party knew of the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreementbreach or inaccuracy at or before Closing. (iiij) Notwithstanding any provision anything to the contrary contained in herein, Seller’s maximum indemnification obligation under this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer Article VIII with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) individual Damage incurred by any Joint Venture shall be limited to an amount equal to $1,030,000 in the aggregate. (iv) Except for the last sentence of Section 10.2(c)(i), Section 10.2(c) shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy of the representations and warranties set forth in Section 5.1 (Organization, Good Standing, Corporate Power and Qualification), Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which shall purposes be limited to the Purchase Price, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Price. (v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant Damage for which RH or agreement being breachedits Subsidiaries is Liable.

Limitations on Indemnification Liability. (ia) Other than Buyer agrees that it will not, and it will cause its Affiliates to not implead, or cause to be impleaded, Stockholder or any of their Affiliates in any Action arising from owning or operating the Acquired Entity, provided Stockholders honor their Indemnification Claim Obligations. (xb) rights Buyer agrees that the Stockholders Indemnification hereunder shall, except in the case of fraud or intentional misrepresentation or tax liabilities, be limited to specific performance the aggregate balances of the Notes and injunctive relief Deferred Compensation outstanding at the time of the Indemnification Claim. Buyer agrees that, except as otherwise specifically provided herein, all of its Indemnification Claims shall be satisfied solely by the set-off against the Notes and Deferred Compensation as provided in Section 9.7 and that, except as otherwise specifically provided herein, and except with respect to a party’s covenants the Tax Obligations, no Stockholder shall have any obligation to satisfy an Indemnification Claim personally except for the set-off against such Stockholder's Merger Note. With respect to indemnification arising from the Tax Obligations, Buyer will first exercise the set-off rights, and agreements shall have the right to seek recovery from the Stockholders if the principal amount of the Merger Notes are insufficient to satisfy the indemnification obligation. Notwithstanding the foregoing, the Stockholder's indemnification obligation under this AgreementSection 9.5(b) with respect to Claims pursuant to Sections 9.2(a) and 9.2(b) will be provided by the Stockholders only if and then only to the extent that the aggregate amount of all such Damages exceeds One Hundred Thousand Dollars ($100,000). (c) The amount of Damages recoverable by an Indemnified Party hereunder with respect to an indemnity claim shall be reduced by the amount of any payment actually received by or paid on behalf of such Indemnified Party with respect to the same Damages to which such indemnity claim relates, (y) as set forth from an insurance carrier. The Indemnified Party waives all rights to recover against the Indemnifying Party for Damages to the extent covered by insurance maintained by the Indemnified Party. The parties shall use their commercially reasonable efforts to cause their respective insurers to issue appropriate waivers of subrogation rights endorsements to all insurance policies maintained by each such party. In furtherance and not in Section 11.2(b) or (z) limitation of the foregoing, in the event any Damages are recoverable under insurance policies, Buyer shall use its commercially reasonable efforts to pursue recovery of a Fraudulent Breachsuch Damages under such insurance policies. If an Indemnified Party (or an Affiliate thereof) receives any insurance payment in connection with any claim for Damages for which it has already received an indemnification payment from the Indemnifying Party, the indemnification provided under Section 10.2 it shall be the sole and exclusive remedy of the parties and any other Persons claiming by or through any party (including the Indemnified Parties) following the Closing with respect to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered pursuant to this Agreement, and each party hereby waives, pay to the full extent that it may do soIndemnifying Party, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following within 30 days of receiving such time when there are no amounts remaining in the Escrow Fundinsurance payment, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregate. (iv) Except for the last sentence excess of Section 10.2(c)(i), Section 10.2(c) shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy the amount previously received by the Indemnified Party hereunder with respect to such Damages, plus the amount of the representations and warranties set forth in Section 5.1 (Organizationinsurance payments received with respect to such Damages, Good Standing, Corporate Power and Qualification), Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which shall be limited to the Purchase Price, or to over (B) the last sentence amount of Section 10.2(a) or 10.2(b) of this Agreementsuch Damages, the liability for all of which shall be limited to the Purchase Price. (v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “but in all material respects,” or words of substantially equivalent meaning, no event greater than the amount of the Damages shall be indemnity payment actually received by the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breachedIndemnified Party.

Limitations on Indemnification Liability. (i) Other than The following limitations shall apply to the indemnification Liability of the Sellers: A. The Sellers shall have no indemnification Liability to the Buyer Group for Damages pursuant to Section 8.1(a)(ii) resulting from any single or aggregated claims arising out of related facts, events or circumstances unless the aggregate amount of all Damages resulting from such single or aggregated claims arising out of related facts, events or circumstances in each case exceeds One Hundred Fifty Thousand Dollars (x$150,000). B. The Sellers shall have no indemnification Liability to the Buyer Group for Damages pursuant to Section 8.1(a)(ii) rights unless and until the aggregate amount of all Damages for all claims asserted by the Buyer Group pursuant to specific performance Section 8.1(a)(ii) exceeds Eight-tenths of One Percent (0.8%) of the Final Purchase Price (the “Deductible”), after which the Sellers shall indemnify the Buyer Group only from and injunctive relief with respect to a party’s covenants and agreements under this Agreement, (y) against Damages in excess of the Deductible. C. Except as set forth provided in Section 11.2(b) or (z) in the event of a Fraudulent Breach8.2(b)(i)(D), the indemnification provided under Section 10.2 obligations of the Sellers to the Buyer Group shall be the sole and exclusive remedy limited to an aggregate amount of seven percent (7.0%) of the parties and any other Persons claiming by or through any party (including Final Purchase Price. D. Notwithstanding anything to the Indemnified Parties) following the Closing with respect to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties contrary in this Agreement, any Related Agreements, or the limitations on Damages set forth in any schedule or exhibit hereto or thereto or any document delivered pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii8.2(b)(i) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating the Sellers shall not apply to any payments by the Sellers to the Buyer for breach of the Sellers’ Surviving Covenants or inaccuracy of a pursuant the Fundamental Representation) Representations, which shall be limited to an amount equal to $1,030,000 in the aggregateFinal Purchase Price. (ivii) Except The following limitations shall apply to the indemnification Liability of the Buyer: A. The Buyer shall have no indemnification Liability to the Seller Group for Damages pursuant to Section 8.1(b)(ii) unless and until the last sentence aggregate amount of all Damages for all claims asserted by the Seller Group pursuant to Section 10.2(c)(i)8.1(b)(ii) exceeds the Deductible, after which the Buyer shall indemnify the Seller Group only from and against Damages for claims asserted pursuant to Section 10.2(c8.1(b)(ii) in excess of the Deductible. B. The indemnification obligations of the Buyer to the Seller Group shall in all events be limited to an amount equal to the Final Purchase Price. (iii) Notwithstanding anything herein to the contrary, the limitations on damages set forth in this Section 8.2(b) shall not apply to claims arising out of or based upon by any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement Party based on any breach fraud or inaccuracy of the representations and warranties set forth in Section 5.1 (Organization, Good Standing, Corporate Power and Qualification), Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which shall be limited to the Purchase Price, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Pricewillful misconduct. (v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breached.

Limitations on Indemnification Liability. (ia) Other than (x) rights to specific performance and injunctive relief with respect to a party’s covenants and agreements The Seller Parties’ aggregate Liability for money Damages under this Agreement, (y) as set forth in Section 11.2(b) or (z) in the event of a Fraudulent Breach, the indemnification provided under Section 10.2 shall be the sole and exclusive remedy of the parties and any other Persons claiming by or through any party (including the Indemnified Parties) following the Closing with respect ARTICLE 8 related to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregate. (iv) Except for the last sentence of Section 10.2(c)(i), Section 10.2(c) shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy Breaches of the representations and warranties contained in ARTICLE 3 will not exceed Seven Million Four Hundred Thousand Dollars ($7,400,000.00) (the “Cap”), and, notwithstanding anything herein to the contrary and subject to Section 8.5(c), XxXxxxxxx’x Liability for money Damages under this ARTICLE 8 related to Breaches of the representations and warranties contained in ARTICLE 3 will not exceed ten percent (10%) of the Cap. (b) Seller Parties will have no Liability for money Damages related to Breaches of the representations and warranties contained in Section 2.1 and ARTICLE 3 under this ARTICLE 8 for any individual or series of related Damages that do not exceed $10,000, up to $30,000 in the aggregate (which Damages, up to $30,000 in the aggregate, shall not be counted toward the Deductible). The Seller Parties will have no Liability for money Damages related to Breaches of the representations and warranties contained in Section 2.1 and ARTICLE 3 under this ARTICLE 8 unless and until the aggregate Damages claimed under Section 8.2 exceeds One Hundred Thousand Dollars ($100,000.00) (the “Deductible”); and thereafter, once such amount exceeds the Deductible, the Indemnitees will be entitled to recover all amounts to which they are entitled in excess of the Deductible. (c) Notwithstanding any provision in this Agreement to the contrary, the limitations set forth in Section 5.1 (Organization, Good Standing, Corporate Power Sections 8.5(a) and Qualification8.5(b), Section 5.2 (Due Authorizationincluding the Cap and the Deductible, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating shall not be applicable with respect to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”)claims arising from, or (2) Section 10.2(a) (ii) related to, breaches of Fundamental Representations or 10.2(b)(ii) of this AgreementFraud, for which matters the liability for all of which Buyer Indemnified Persons shall be limited entitled to indemnification for money Damages from the Purchase Pricefirst dollar of such Damages up to, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreementbut in no event exceeding, the liability for all of which shall be limited an amount equal to the Purchase Price. (vd) Following For purposes of determining (i) the determination that a failure of any representations or warranties to be true and correct, (ii) the breach of a representationany covenants and agreements and (iii) calculating Damages hereunder, warrantyany “materiality” or “Material Adverse Effect” qualifications in any representations, covenant warranties, covenants and agreements shall be disregarded. (e) Indemnification for any Damages for which the Stockholders or agreement has occurredSeller or, prior to the Closing, the Company would be liable under this ARTICLE 8 shall be reduced by the amount of any insurance proceeds and any indemnity, contribution or other similar payment, actually paid to the applicable Indemnitee by any third party with respect to such Damages, in each case net of any reasonable out-of-pocket expenses incurred in collecting such proceeds or payments. The Stockholders or Seller shall have no liability for any Damages to the extent that an allowance, provision or reserve covering such Damages taken into account in the Working Capital of the Company for purposes of computing Section 1.5 or otherwise was reflected in any Damages under this Section 10 with respect adjustment to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breachedPurchase Price paid hereunder.

Limitations on Indemnification Liability. (ia) Other than Each of Seller’s and Buyer’s maximum aggregate Liability for indemnification of Losses pursuant to Section 9.2 or Section 9.3 of this Agreement, as applicable, will not exceed the portion of Script Purchase Price that is actually paid by Buyer to Seller. Nothing herein shall limit any claim by a Party for Fraud. (xb) rights All claims or indemnification obligations any Indemnified Party makes under this Article IX will be limited to specific performance actual damages and injunctive relief will exclude any loss of revenue, income or profits, diminution in value, punitive, exemplary, incidental damages, or loss of business reputation or opportunity relating to the breach of this Agreement, or any theory of loss based on a multiple of cash flow, revenue or other financial metric, and any consequential damages (except to the extent reasonably foreseeable), special or indirect damages. (c) The Parties shall cooperate with each other to resolve any claim or liability with respect to a party’s covenants and agreements which one Party is obligated to indemnify the other Party hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability. (d) No Indemnified Party shall be entitled to recover any amount relating to any matter arising under one provision of this Agreement, Agreement to the extent such Indemnified Party (y) as set forth in Section 11.2(b) or (z) other Buyer Indemnified Parties in the event of a Fraudulent BreachBuyer Indemnified Party, or other Seller Indemnified Parties in the indemnification provided under Section 10.2 shall be the sole and exclusive remedy event of the parties and any other Persons claiming by or through any party (including the a Seller Indemnified PartiesParty) following the Closing has already recovered such amount with respect to this Agreement such matter pursuant to that or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing other provisions of any covenants or agreements, made by the other parties in this Agreement. For the avoidance of doubt, in no event shall Seller be liable to any Related AgreementsBuyer Indemnified Party, or and no Buyer Indemnified Party shall have any recourse against Seller, for any Loss to the extent (i) the circumstances giving rise to such Loss were taken into account in any schedule or exhibit hereto or thereto or any document delivered an adjustment to the Script Purchase Price pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights Section 2.2(b) or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii) Notwithstanding the circumstances giving rise to such Loss were taken into account in determining any provision to the contrary contained in this Agreement, but subject Pharmacy’s Inventory Value pursuant to Section 10.2(c)(iv2.2(c), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregate. (iv) Except for the last sentence of Section 10.2(c)(i), Section 10.2(c) shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy of the representations and warranties set forth in Section 5.1 (Organization, Good Standing, Corporate Power and Qualification), Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which shall be limited to the Purchase Price, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Price. (v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breached.

Limitations on Indemnification Liability. (i) Other than (x) rights to specific performance and injunctive relief with respect to Any claims a party’s covenants and agreements Parent Indemnified Party makes under this Agreement, Article X will be limited as follows: (ya) as set forth in Section 11.2(b) or (z) in Following the event of a Fraudulent BreachClosing, the indemnification provided under Section 10.2 right to be indemnified pursuant to this Article X shall be the sole and exclusive remedy of the parties and any other Persons claiming by or through any party (including the Parent Indemnified Parties) following the Closing Parties with respect to the subject matter of this Agreement; provided, however, that: (i) the Parent Indemnified Parties shall have the right to seek equitable remedies; (ii) there shall be no limitation on the Parent Indemnified Parties’ right to pursue claims against a Company Securityholder for that Company Securityholder’s commission of fraud (with scienter), willful breach or intentional misrepresentation; and (iii) nothing in this Agreement shall limit any Parent Indemnified Parties rights under any other agreement entered into in connection with this Agreement other than with respect to any schedules or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document certificates delivered pursuant to this Agreement. (b) No claim shall be made in respect of a Representation Breach or for any Third Party Claim relating to a Representation Breach (“Representation Claims”) unless the cumulative amount of Losses suffered, sustained, incurred or accrued by the Parent Indemnified Parties for Representation Claims exceed One Million Two Hundred Seventy Five Thousand Dollars ($1,275,000.00) (the “Basket”), and each party hereby waivesthen the Parent Indemnified Parties shall be entitled to recover the entire amount of such Losses (not just the excess); provided, that any claims arising out of, resulting from or in connection with any fraud (with scienter), willful breach or intentional misrepresentation or any breaches of Fundamental Representations shall not be subject to the Basket and shall not be included in the determination of whether the Basket has been reached. (c) If the Merger is consummated, recovery from the Indemnity Escrow Amount shall be the sole and exclusive remedy for the Parent Indemnified Party for General Claims. With respect to any claims arising out of, resulting from or in connection with: (A) any fraud (with scienter), willful breach or intentional misrepresentation by or on behalf of the Company, including by any representative of the Company; (B) the matters listed in clauses (iii) through (xi) of Section 10.2(a) (including any Third Party Claim relating to the matters listed in clauses (iii) through (xi) of Section 10.2(a)); (C) any Fundamental Representation (including any Third Party Claim relating to any Fundamental Representation) (the matters set forth in the foregoing subclauses (A), (B) and (C), collectively, the “Special Claims”); and (D) any IP Representation (including any Third Party Claim relating to any IP Representation) (the “IP Claims”), after Parent Indemnified Parties are entitled to recover the entire Indemnity Escrow Amount (after taking into account all other amounts the Parent Indemnified Parties are entitled to recover from the Indemnity Escrow Amount), each Company Securityholder shall be liable for such Company Securityholder’s Pro Rata Share of the amount of any Losses resulting from a Special Claim or IP Claim. In addition, (x) each Company Securityholder’s liability for all Losses resulting from IP Claims (including any Third Party Costs relating to any Third Party Claim alleging facts and circumstances that, if true, would give rise to an IP Claim), in the aggregate, shall be limited to such Company Securityholder’s Pro Rata Share of the IP Cap; and (y) each Company Securityholder’s aggregate liability under this Agreement or otherwise in connection with the transactions contemplated hereby shall be limited to the Merger Consideration payable to such Company Securityholder solely in respect of such Company Securityholder’s Vested Securities (inclusive of any amounts paid to such Company Securityholder from the Indemnity Escrow Amount) except in the case of fraud (with scienter), willful breach or intentional misrepresentation committed by such Company Securityholder. Any amounts that the Parent Indemnified Parties recover from the Indemnity Escrow Amount pursuant to Special Claims shall not reduce the amount that the Parent Indemnified Parties may recover from the Company Securityholders with respect to General Claims; provided that any such General Claim is brought prior to the applicable expiration time set forth in Section 10.1 and subject to the other limitations contained in this Agreement. By way of illustration and not limitation, assuming there are no other claims for indemnification in the event that Losses resulting from a Special Claim are first satisfied from the Indemnity Escrow Amount and such recovery partially or fully depletes the Indemnity Escrow Amount, the maximum amount recoverable by the Parent Indemnified Parties pursuant to a subsequent claim that is a General Claim shall continue to be the full extent dollar value of the Indemnity Escrow Amount, such that it may do sothe amount recoverable for such two claims would be the same regardless of the chronological order in which they were made, but in all cases subject to the other limitations contained in this Agreement. (d) All indemnifiable Losses of a Parent Indemnified Party shall be calculated net of any other rights or remedies that may arise proceeds actually recovered by such Parent Indemnified Party under any applicable Legal Requirements. Any amounts for which Seller may insurance coverage (in each case, calculated net of any actual collection costs and reserves, expenses, deductibles or premium adjustments or retrospectively rated premiums (as determined in good faith by such Parent Indemnified Party) incurred or paid to procure such recoveries) in respect of any Losses suffered, paid, sustained or incurred by any Parent Indemnified Party; provided, that no Parent Indemnified Party shall have any affirmative duty to seek or obtain or continue to pursue any such recoveries. (e) Notwithstanding any other provision of this Agreement, in no event will any Company Securityholder be liable hereunder for any other Company Securityholder’s breach of such other Company Securityholder’s representations, warranties, covenants, or agreements contained in any Joinder Agreement, Letter of Transmittal, Stockholder Written Consent, Warrant Cancellation Agreement or other ancillary agreement hereto to which such other Company Securityholder is a party. (f) Notwithstanding anything contained in this Agreement to the contrary, no Parent Indemnified Party may recover duplicative Losses in respect of a single set of facts or circumstances under more than one representation or warranty in this Agreement or any other agreement executed in connection with this Agreement regardless of whether such facts or circumstances would give rise to a breach of more than one representation or warranty in this Agreement or any other agreement executed in connection with this Agreement. (g) Notwithstanding any other provision of this Agreement, the Company Securityholders shall not have any liability or indemnification obligation for any Taxes of the Company (i) resulting from any election made under Section 338 of the Code with respect to the Merger, (ii) for breaches of any representation or warranty contained in Section 3.13 with respect to any taxable period (or portion thereof) beginning after the Closing Date, other than the representations and warranties contained in Sections 3.13(f) and (l) or any interest or penalties accruing in a taxable period beginning after the date hereof which relate to Taxes for a Pre-Closing Tax Period, (iii) resulting from any action taken by Parent or the Company after the Closing on the Closing Date, other than any actions contemplated by this Agreement or the other agreements entered into in connection with this Agreement or (iv) the ability of Parent, the Surviving Corporation or any of their Affiliates to utilize any Tax asset or Tax attribute (e.g., net operating loss carryforward or Tax credit carryforward) in any Tax period or portion thereof (including any Straddle Period) commencing after the Effective Time. (h) All indemnifiable Losses of a Parent Indemnified Party arising from Item 1 of Schedule 10.2(a) shall be payable first calculated net of any proceeds actually recovered by such Parent Indemnified Party under the Tax Indemnification Agreement. The Parent Indemnified Parties shall use commercially reasonable efforts to seek or obtain recoveries of such Losses pursuant to the Tax Indemnification Agreement before recourse is sought against the Indemnity Escrow Amount and/or the Company Securityholders pursuant to the terms of this Agreement; provided, however, that no Parent Indemnified Party shall have an affirmative duty to participate in, or otherwise be subject to, any liquidation, dissolution or insolvency involving Fog Creek or any federal or state bankruptcy, reorganization, receivership, insolvency or other similar Proceeding involving Fog Creek or its creditors. (i) Notwithstanding any other provision of this Agreement to the contrary, but subject to all other limitations of this Agreement, following the General Claims Release Date, unless otherwise consented to by the Securityholder Representative only indemnifiable Losses arising from the Escrow Fund; following such time when there are no Item 1 of Schedule 10.2(a) shall be recoverable from amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. Fund (ii) Notwithstanding any provision to the contrary contained it being understood that nothing in this Agreement, but subject to Section 10.2(c)(iv), Section10.4(i) limits the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate Company Securityholders’ liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregate. (iv) Except for the last sentence of Section 10.2(c)(i), Section 10.2(c) shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy of the representations and warranties set forth in Section 5.1 (Organization, Good Standing, Corporate Power and Qualification), Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which shall be limited to the Purchase Price, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Price. (v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages Parent Indemnified Parties’ rights under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breached.Article X.

Limitations on Indemnification Liability. (ia) Other than (x) rights The aggregate amount of Losses for which the Parent Indemnified Parties shall be entitled to specific performance and injunctive relief with respect indemnification pursuant to a party’s covenants and agreements under this Agreement, (y) as set forth in Section 11.2(b) or (z) Article XII will not exceed the amount of funds available in the event of a Fraudulent Breach, Indemnification Escrow Account. The funds then remaining in the indemnification provided under Section 10.2 Indemnification Escrow Account shall be serve as the sole and exclusive remedy source of the parties and any other Persons claiming by or through any party (including the Indemnified Parties) following the Closing with respect to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing payment of any covenants or agreements, made by Indemnification Claim pursuant to Section 12.2(a). The aggregate amount of Losses for which the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered Company Equityholders shall be entitled to indemnification pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to Article XII will not exceed an amount equal to $1,030,000 in the aggregateIndemnification Escrow Amount. (ivb) Except The Parent Indemnified Parties shall only be entitled to indemnification pursuant to Section 12.2(a)(i) and the Company Equityholders shall only be entitled to indemnification pursuant to Section 12.2(b)(i) to the extent that the aggregate amount of all Losses (including costs and expenses of the Parent Indemnified Parties or the Company Equityholders, as applicable, incurred in connection with making such claim under this Agreement) incurred by the Parent Indemnified Parties or the Company Equityholders, as applicable, for which the last sentence of Parent Indemnified Parties or the Company Equityholders, as applicable, are entitled to indemnification pursuant to Section 10.2(c)(i12.2(a)(i) or Section 12.2(b)(i), Section 10.2(c) as applicable, exceeds $3,300,000 (the “Deductible”), and the Parent Indemnified Parties or the Company Equityholders, as applicable, shall be entitled to indemnification for such Losses to the extent such Losses exceed the Deductible; provided, that the Deductible shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy of the representations and warranties set forth in Section 5.1 (Organization, Good Standing, Corporate Power and Qualification), Section 5.2 (Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect) (collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which shall be limited to the Purchase Price, or to (B) the last sentence of Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Price. (v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes of computing any Damages under this Section 10 with respect to any representationLosses in connection with, warrantyarising out of, covenant or agreement that is qualified as resulting from breaches of any Company Fundamental Representations, Losses subject to materiality indemnification under Section 12.2(a)(iii), or fraud. (c) All Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article XII shall be reduced by use of the terms “in all material respects,” or words of substantially equivalent meaning, the amount of all insurance proceeds, indemnification payments and other third-party recoveries actually realized by any Indemnified Party in respect of any Losses incurred by such Indemnified Party. In the Damages event any Indemnified Party determines in good faith it is entitled to any insurance proceeds, indemnity payments or any third-party recoveries in respect of any Losses (or any of the circumstances giving rise thereto) for which such Indemnified Party is entitled to indemnification pursuant to this Article XII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such reductions, proceeds, benefits, payments or recoveries. In the event that any such insurance proceeds, indemnity payments or other third-party recoveries are actually obtained, received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, appropriate refunds shall be made promptly by the entire Damages arising relevant Indemnified Parties of all or the relevant portion of such indemnification payment. (excluding d) If any and Indemnified Party receives any indemnification payment pursuant to this Article XII, at the election of the Indemnitor, such Indemnified Party shall assign to the Indemnitor all punitiveof its claims for recovery against third Persons as to such Losses, whether by insurance coverage, contribution claims, subrogation or otherwise. (e) For the purposes of this Article XII, notwithstanding anything herein to the contrary, in no event shall any Indemnitor be liable for any consequential damages, special damages, punitive damages, lost profits (except with respect to Losses for lost profits to the extent a court of competent jurisdiction determines that lost profits is the appropriate measure of direct damages with respect to the matters giving rise to the claim for Losses), damages calculated as a multiple of earnings or exemplary damagesrevenue, diminution in value or loss of business reputation or opportunity, except in each case to the extent payable to a third party in connection with an Action for which recovery is provided under this Article XII. (f) by reason No Parent Indemnified Party shall be entitled to indemnification for any Losses in respect of any liability included in the calculation of the breach Aggregate Consideration. (g) In the event a Parent Indemnified Party actually recovers Losses in respect of such representationan Indemnification Claim, warranty, covenant or agreement and not merely no other Parent Indemnified Party may recover the amount same Losses in respect of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breacheda claim for indemnification under this Agreement.