Common use of Limitations on Indemnification Obligations Clause in Contracts

Limitations on Indemnification Obligations. (a) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) until the aggregate amount of all Losses arising thereunder exceeds $150,000 (such amount, the “Basket”), in which case Novatel, on behalf of Sellers, will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (b) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) in excess of the amounts actually paid to and received by Novatel under Section 1.3; provided that the aggregate amount of all Losses for which Novatel shall be obligated to indemnify the Purchaser Indemnitees under this Agreement shall not exceed $6,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (c) Purchaser shall have no obligation to indemnify the Seller Indemnitees with respect to Losses arising under Section 8.2(a) until the aggregate amount of all Losses arising thereunder exceeds the Basket, in which case Purchaser will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by Purchaser. (d) Purchaser shall have no obligation to indemnify Seller Indemnitees under Section 8.2(a) with respect to Losses in an amount greater than the Cap. (e) Notwithstanding anything to the contrary in this Agreement, (i) Purchaser Indemnitees’ rights to indemnification with respect to Losses arising under Sections 8.1(b) through 8.1(f), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(a) and 8.5(b), regardless of whether such rights to indemnification could also have arisen under Section 8.1(a) in absence of such limitations, and (ii) Seller Indemnitee’s rights to indemnification with respect to Losses arising under Sections 8.2(b) and 8.2(c), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitations. (f) Any indemnity payments made pursuant to this ARTICLE VIII shall be treated for all Tax purposes by the parties hereto as an adjustment to the Purchase Price. (g) For purposes of determining whether a breach has occurred and calculating the amount of Losses in connection with a claim for indemnification under this ARTICLE VIII, each of the representations and warranties that contains any qualifications as to “materiality” shall be deemed to have been given as though there were no such qualifications, and any such qualifications shall be disregarded for purposes of this ARTICLE VIII.

Limitations on Indemnification Obligations. (a) Novatel Other than as provided in this Section 8.06, neither Purchaser nor Purchaser Indemnified Persons shall have no obligation be entitled to indemnify Purchaser Indemnitees with respect indemnification pursuant to Losses arising under Section 8.1(a8.03(a) until of this Agreement (other than for an intentional breach of any agreement or covenant contained in this Agreement) unless the aggregate amount of all Losses arising thereunder Damages incurred by Purchaser or such Purchaser Indemnified Persons (as defined in this Agreement or the Water Purchase Agreement, as applicable) under this Agreement and the Water Purchase Agreement exceeds Two Hundred Fifty Thousand Dollars and No/100 ($150,000 250,000.00) in the aggregate (such amount, the “Basket”"Threshold Amount"), in which case Novatelthe Indemnifying Party (as defined in this Agreement or the Water Purchase Agreement, on behalf of Sellers, will as applicable) shall then be liable for all Losses arising thereunder including Damages in excess of the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from Product Recalls or fraud, criminal conduct or willful misconduct by NovatelThreshold Amount. (b) Novatel Other than as provided in this Section 8.06, neither Seller nor Seller's Indemnified Persons shall have no obligation be entitled to indemnify Purchaser Indemnitees with respect indemnification pursuant to Losses arising Section 8.04(a) of this Agreement (other than for an intentional breach of any agreement or covenant contained in this Agreement) unless the aggregate amount of Damages incurred by Seller and Seller's Indemnified Persons (as defined in this Agreement or the Water Purchase Agreement, as applicable) under Section 8.1(athis Agreement and the Water Purchase Agreement exceeds the Threshold Amount, in which case the Indemnifying Party (as defined in this Agreement or the Water Purchase Agreement, as applicable) shall then be liable for Damages in excess of the amounts actually paid Threshold Amount. (c) Other than as provided in this Section 8.06, the cumulative, combined, aggregate indemnity obligation or liability for Damages of Seller pursuant to and received by Novatel under Section 1.3; provided that the aggregate amount of all Losses for which Novatel shall be obligated to indemnify the Purchaser Indemnitees under this Agreement shall not exceed $6,000,000 the Liability Cap. (such amount, d) The Threshold Amount and the “Cap”); provided, however that the Liability Cap shall not apply to Losses from Product Recalls Seller's obligations to indemnify (i) pursuant to 8.03(c) due to failure to pay or frauddischarge an Excluded Liability, criminal conduct (ii) to the extent due to an intentional breach of any agreement or covenant contained in this Agreement, (iii) if related to a Claim for breach of a representation under Section 4.01 (Power), Section 4.02 (Authorization and Validity of Agreement), Section 4.07 (Tax Matters), the second sentence of Section 4.08 (Title to Real Property), Section 4.12 (Employee Benefit Plans) or Section 4.20 (Title to Acquired Assets), (iii) for a Claim arising out of the intentional breach of any agreement or covenant in this Agreement, fraud or willful misconduct by Novatel. (c) Purchaser shall have no obligation to indemnify the Seller Indemnitees with respect to Losses arising under Section 8.2(a) until the aggregate amount of all Losses arising thereunder exceeds the Basket, in which case Purchaser will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by Purchaser. (d) Purchaser shall have no obligation to indemnify Seller Indemnitees under Section 8.2(a) with respect to Losses in an amount greater than the CapSeller. (e) Notwithstanding anything to the contrary in this Agreement, (i) Purchaser Indemnitees’ The rights to indemnification with respect to Losses arising under Sections 8.1(b) through 8.1(f), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations of Seller set forth in Sections 8.5(a) this Article VIII shall be the sole and 8.5(b), regardless of whether such rights exclusive remedy available to indemnification could also have arisen Seller for any Claim for Damages pursued under Section 8.1(a) in absence of such limitations, and (ii) Seller Indemnitee’s rights to indemnification with respect to Losses arising under Sections 8.2(b) and 8.2(c), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitationsthis Agreement. (f) Any indemnity payments made pursuant to The rights of Purchaser set forth in this ARTICLE Article VIII shall be treated the sole and exclusive remedy available to Purchaser for all Tax purposes by the parties hereto as an adjustment to the Purchase Priceany Claim for Damages pursued under this Agreement. (g) For purposes of determining whether a breach has occurred and calculating the amount of Losses in connection with Damages incurred by the Indemnified Party arising out of or resulting from any breach of, a claim for indemnification under this ARTICLE VIIIrepresentation, each of covenant, or agreement by any Party hereto, the representations and warranties that contains any qualifications as references to “materiality” a "Material Adverse Effect" or materiality shall be deemed to have been given as though there were no such qualifications, and any such qualifications shall be disregarded for purposes of this ARTICLE VIIIdisregarded.

Limitations on Indemnification Obligations. (a) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses From and after the Closing, the sole and exclusive remedy of the Parent Indemnified Persons against the Seller Indemnifying Persons for any Damages directly or indirectly incurred, resulting from or arising out of this Agreement, any of the Buyer Ancillary Agreements or any of the Seller Ancillary Agreements is set forth in this Article 7 and the Escrow Agreement. The Liability of the Seller Indemnifying Persons under Section 8.1(a7.2(a) until of this Agreement shall be limited to recourse to (i) first the aggregate Escrow Shares (which shall constitute a partial security for such indemnification obligations) and (ii) if the Escrow Shares are insufficient to satisfy the indemnification obligations of the Seller Indemnifying Persons, then an amount of all Losses arising thereunder exceeds cash up to an additional $150,000 1,000,000 (such amountcollectively, the “BasketIndemnification Cap”). (b) From and after the Closing, the sole and exclusive remedy of the Seller Indemnified Persons against the Parent Indemnifying Person for any Damages directly or indirectly incurred, resulting from or arising out of this Agreement, any of the Buyer Ancillary Agreements or any of the Seller Ancillary Agreements is set forth in this Article 7. The Liability of the Parent Indemnifying Person under Section 7.3(a) of this Agreement shall be limited to recourse to, at Parent’s option, (i) Parent’s issuance of shares of Parent Common Stock having a maximum aggregate value equal to the total value of the Indemnification Cap or (ii) cash in an aggregate amount equal to the total value of the Indemnification Cap. Any shares issued by Parent pursuant to this Article 7 shall be “Indemnification Shares.” The value of the Indemnification Shares will be determined by utilizing the applicable Parent Average Stock Price. (c) Neither Parent Indemnified Persons nor Seller Indemnified Persons, respectively, shall have any right to indemnification under Section 7.2(a) or Section 7.3(a), respectively until such claims, in the aggregate, equal or exceed $100,000 of Damages, in which case Novatelcase, indemnification shall be available for all claims in excess of $100,000. (d) Notwithstanding anything contained herein to the contrary, the foregoing limitations on behalf indemnification under this Article 7 shall not apply to any indemnification claim by any Parent Indemnified Person that arises from or as a result of Sellers(i) any fraudulent conduct or fraudulent misrepresentation on the part of Seller or its personnel, (ii) any breach by Seller of its representations or warranties contained in Section 3.11 of this Agreement relating to any infringement by Seller of any Intellectual Property Right of any other Person, (iii) any refund or similar payment of the purchase price relating to any products sold by Seller prior to Closing or (iv) any breach by Seller of its representations or warranties contained in Section 3.2(c) of this Agreement. In the event that any Parent Indemnified Person makes any indemnification claim that arises from or as a result of any infringement by Seller of any Intellectual Property Right of any other Person covered by clause (ii) of the preceding sentence, then under such circumstances, and solely for the purposes of any such claims, the Indemnification Cap will be liable for all Losses arising thereunder including the Basket, subject equal to the other limitations in this Section 8.5$10.0 million; provided, however, that a Parent Indemnified Person shall only be entitled to seek recovery for any such infringement by Seller of any Intellectual Property Right of any other Person until the Basket shall not apply second anniversary of the Closing Date. In the event that any Parent Indemnified Person makes any indemnification claim that arises from or as a result of any refund or similar payment covered by clause (iii) of the first sentence of this Section 7.4(d), then Seller will promptly reimburse Parent in cash in the amount of any such refund or similar payment made by Parent to Losses arising a third party, without regard to the provisions of Section 7.4(c). In the event that any Parent Indemnified Person makes any indemnification claim that arises from Product Recalls or fraudas a result of any refund or similar payment covered by clause (iii) of the first sentence of this Section 7.4(d) or that arises from or as a result of any breach by Seller of its representations or warranties contained in Section 3.2(c) of this Agreement, criminal conduct or willful misconduct then under such circumstances, and solely for the purposes of any such claims, the Indemnification Cap will be equal to $5.0 million; provided, further, that with respect to any such indemnification claim made by Novatelany Parent Indemnified Person, such Parent Indemnified Person will be entitled to recover for Damages first from the $3.0 million cash portion of the Indemnification Cap, and second, to the extent that such Damages exceed $3.0 million, from the Escrow Shares. (e) In no event shall any Indemnified Person (as hereinafter defined) be responsible or liable for any Damages or other amounts under this Article 7 that are (a) consequential damages for lost profits or diminution in the value of property, (b) Novatel shall have no obligation to indemnify Purchaser Indemnitees special or punitive damages or (c) otherwise not actual damages, except (i) with respect to Losses arising under a breach by Seller of the covenants set forth in Section 8.1(a5.24 or (ii) in excess of the amounts actually paid event a court, arbitrator or Governmental Agency requires such Indemnified Party to pay special or punitive damages to a third party. Each Indemnified Person shall (and received by Novatel shall cause its Affiliates to) use reasonable commercial efforts to pursue such material legal rights and remedies available which such Indemnified Person believes in its good faith to be reasonable under Section 1.3; provided that the aggregate amount of all Losses circumstances in order to mitigate the Damages for which Novatel shall be obligated indemnification is provided to indemnify the Purchaser Indemnitees it under this Agreement shall not exceed $6,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (c) Purchaser shall have no obligation to indemnify the Seller Indemnitees with respect to Losses arising under Section 8.2(a) until the aggregate amount of all Losses arising thereunder exceeds the Basket, in which case Purchaser will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5Article 7; provided, however, that the Basket a breach by an Indemnified Person of its obligations under this sentence shall not apply to Losses arising relieve any Indemnifying Person from fraud, criminal conduct or willful misconduct by Purchaserany of their respective obligations under this Article 7. (df) Purchaser shall have no obligation to indemnify Seller Indemnitees The amount of Damages recoverable by any Indemnified Person under Section 8.2(a) this Article 7 with respect to Losses in an amount greater than the Cap. (e) Notwithstanding anything to the contrary in this Agreement, indemnity claim shall be reduced by (i) Purchaser Indemnitees’ rights to indemnification the amount of any payment received by such Indemnified Person (or an Affiliate thereof), with respect to Losses arising under Sections 8.1(b) through 8.1(f)the Damages to which such indemnity claim relates, or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(a) and 8.5(b), regardless of whether such rights to indemnification could also have arisen under Section 8.1(a) in absence of such limitationsfrom an insurance carrier, and (ii) Seller Indemnitee’s rights the amount of any Tax benefit actually realized by such Indemnified Person (or an Affiliate thereof) which is attributable to indemnification the Damages to which such indemnity claim relates. Each Indemnified Person shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims and Tax benefits to which it may be entitled in connection with any Damages it incurs, and the parties shall cooperate with each other in pursuing insurance claims with respect to Losses arising under Sections 8.2(bany Damages or any indemnification obligations with respect to Damages. If an Indemnified Person (or an Affiliate) and 8.2(creceives any insurance payment in connection with any claim for Damages for which it has already received an indemnification payment from the Indemnifying Person (as hereinafter defined), or based upon fraud, criminal conduct or willful misconduct, it shall not be subject pay to the limitations set forth in Sections 8.5(cIndemnifying Person, within 30 days of receiving such insurance payment, an amount equal to the excess of (A) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitations. (f) Any indemnity payments made pursuant to this ARTICLE VIII shall be treated for all Tax purposes amount previously received by the parties hereto as an adjustment Indemnified Person under this Article 7 with respect to the Purchase Price. (g) For purposes of determining whether a breach has occurred and calculating such claim plus the amount of Losses in connection the insurance payments received, over (B) the amount of Damages with a respect to such claim for indemnification which the Indemnified Person has become entitled to receive under this ARTICLE VIII, each of the representations and warranties that contains any qualifications as to “materiality” shall be deemed to have been given as though there were no such qualifications, and any such qualifications shall be disregarded for purposes of this ARTICLE VIIIArticle 7.

Limitations on Indemnification Obligations. (ai) Novatel Except with respect to breaches of the Fundamental Representations, (A) the Sellers shall not have no any obligation to indemnify Purchaser Indemnitees with respect any Buyer Indemnitee pursuant to Losses arising under Section 8.1(a7.3(b)(i) unless and until the aggregate amount of all Losses arising thereunder such individual Damages incurred or sustained by all Buyer Indemnitees with respect to which the Buyer Indemnitees would otherwise be entitled to indemnification under Section 7.3(b)(i) and under Section 7.2(b)(i) of the Asset Purchase Agreement exceeds $150,000 €1,000,000 (such amount, the “BasketDeductible”), in which case Novatel, on behalf of Sellers, will whereupon the Sellers shall be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (b) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) Damages in excess of the amounts actually paid Deductible, and (B) the aggregate liability of the Sellers to and received by Novatel indemnify (or to cause to be indemnified) the Buyer Indemnitees for Damages under Section 1.3; provided that 7.3(b)(i) and under Section 7.2(b)(i) of the aggregate amount of all Losses for which Novatel shall be obligated to indemnify the Purchaser Indemnitees under this Asset Purchase Agreement shall not in no event exceed $6,000,000 €5,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (cii) Purchaser (A) Parent shall not have no any obligation to indemnify the (or to cause to be indemnified) any Seller Indemnitees with respect pursuant to Losses arising under Section 8.2(a7.3(a)(i) unless and until the aggregate amount of all Losses arising thereunder individual Damages incurred or sustained by all Seller Indemnitees with respect to which the Seller Indemnitees are entitled to indemnification under Section 7.3(a)(i) and under Section 7.2(a)(i) of the Asset Purchase Agreement exceeds the BasketDeductible, in which case Purchaser will whereupon Parent shall be liable for all Losses arising thereunder including Damages in excess of the BasketDeductible, subject to and (B) the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by Purchaser. (d) Purchaser shall have no obligation aggregate liability of Parent to indemnify (or to cause to be indemnified) the Seller Indemnitees for Damages under Section 8.2(a7.3(a)(i) with respect to Losses and under Section 7.2(a)(i) of the Asset Purchase Agreement shall in no event exceed an amount greater than equal to the Cap. (eiii) Notwithstanding anything Any Liability subject to the contrary in indemnification pursuant to this AgreementSection 7.3 shall be (A) net of Insurance Proceeds actually recovered, (iB) Purchaser Indemnitees’ rights to net of any proceeds actually recovered by an Indemnified Party from any third party for indemnification with respect to Losses arising under Sections 8.1(b) through 8.1(ffor such Liability (“Third-Party Proceeds”), (C) reduced by any Tax benefit actually realized by the Indemnified Party for the taxable period in which the indemnified Damage giving rise to such Liability occurs (calculated on a with and without basis) as a result of the incurrence or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(a) and 8.5(b), regardless of whether such rights to indemnification could also have arisen under Section 8.1(a) in absence payment of such limitationsDamage, and (iiD) Seller Indemnitee’s rights to indemnification with increased by any Tax detriment actually incurred by the Indemnified Party for the taxable period in which the Indemnity Payment in respect to Losses arising under Sections 8.2(b) and 8.2(c), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitations. (f) Any indemnity payments made Damage is received or accrues as a result of the receipt or accrual of such Indemnity Payment. The amount which an Indemnifying Party is required to pay pursuant to this ARTICLE VIII shall Section 7.3 to any Indemnified Party will be treated for all Tax purposes reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by the parties hereto as Indemnified Party in respect of the related Liability. If an adjustment Indemnified Party receives a payment required by this Agreement from an Indemnifying Party in respect of any Damages (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third-Party Proceeds, then the Indemnified Party shall pay to the Purchase Price. (g) For purposes Indemnifying Party an amount equal to the excess of determining whether a breach has occurred and calculating the Indemnity Payment received over the amount of Losses in connection with a claim for indemnification under this ARTICLE VIIIthe Indemnity Payment that would have been due if the Insurance Proceeds or Third-Party Proceeds had been received, each realized or recovered before the Indemnity Payment was made. Each of the representations Parties shall use its reasonable best efforts to mitigate any Damages that are indemnifiable hereunder upon and warranties after becoming aware of any event or condition that contains any qualifications as would reasonably be expected to “materiality” shall be deemed give rise to have been given as though there were no such qualifications, and any such qualifications shall be disregarded for purposes of this ARTICLE VIIIDamages.

Limitations on Indemnification Obligations. From and after the ------------------------------------------ Closing, the sole and exclusive remedy of the Buyer Indemnified Persons against the Seller Indemnifying Person for any Damages directly or indirectly incurred, resulting from or arising out of this Agreement, any of the Buyer Ancillary Agreements or any of the Seller Ancillary Agreements is set forth in this Article 10 and shall, except as provided in Section 10.5(d)(i), be limited to recourse to the shares in the Indemnification Fund and, as provided in Section 3.4(c), the Additional Indemnification Shares (collectively, the "Fund"). From and after the Closing, the sole and exclusive remedy of the Seller Indemnified Persons against the Buyer Indemnifying Person for any Damages directly or indirectly incurred, resulting from or arising out of this Agreement, any of the Buyer Ancillary Agreements or any of the Seller Ancillary Agreements is set forth in this Article 10 and shall, except as provided in Section 10.5(d)(i) or as provided in Section 10.5(f) with respect to a Capitalization Claim (as defined in Section 10.5(f)), be limited to recourse to, at DoveBid's option, either (i) DoveBid's issuance of shares of DoveBid Capital Stock, in the Relative Percentages, having a maximum value equal to the value of the shares in the Fund remaining in escrow as of the date the related Notice of Claim is delivered to Buyer, with each share in the Fund being valued in the manner set forth in Section 3.4(c) as of the date the related Notice of Claim is delivered to Buyer, or (ii) cash in an amount up to the value of the shares in the Fund remaining in escrow as of the date the related Notice of Claim is delivered to Buyer, with each share in the Fund being valued in the manner set forth in Section 3.4(c) as of the date the related Notice of Claim is delivered to Buyer; provided, however, that no share in the Fund shall be counted more than once in -------- ------- calculating the number of shares of DoveBid Capital Stock issuable or the amount of cash payable, as applicable, in accordance with Section 10.7. Notwithstanding any provision in this Agreement to the contrary, (a) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising in seeking indemnification for Damages under Section 8.1(a) until the aggregate amount of all Losses arising thereunder exceeds $150,000 (such amountthis Article 10, the “Buyer Indemnified Persons shall make no claim for Damages unless and until such Damages aggregate at least $50,000, inclusive of legal fees (the "Seller Basket”"), in which case Novatel, on behalf of Sellers, will be liable event such Buyer Indemnified Persons may make claims for all Losses arising thereunder including Damages in excess of the Basket, subject to the other limitations in this Section 8.5first $50,000 thereof; provided, however, that the Seller Basket shall not apply to Losses arising -------- ------- any indemnification claim by any Buyer Indemnified Person that arises from Product Recalls or as a result of fraud, criminal conduct willful misrepresentation or willful misconduct by Novatel. on the part of Seller or any Seller Stockholder and (b) Novatel in seeking indemnification for Damages under this Article 10, the Seller Indemnified Persons shall have make no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) claim for Damages unless and until such Damages aggregate at least $50,000, inclusive of legal fees (the "Buyer Basket"), in which event such Seller Indemnified Persons may make claims for all Damages in excess of the amounts actually paid to and received by Novatel under Section 1.3; provided that the aggregate amount of all Losses for which Novatel shall be obligated to indemnify the Purchaser Indemnitees under this Agreement shall not exceed first $6,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (c) Purchaser shall have no obligation to indemnify the Seller Indemnitees with respect to Losses arising under Section 8.2(a) until the aggregate amount of all Losses arising thereunder exceeds the Basket, in which case Purchaser will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.550,000 thereof; provided, however, that -------- ------- the Buyer Basket shall not apply to Losses arising any indemnification claim by any Seller Indemnified Person that arises from or as a result of fraud, criminal conduct willful misrepresentation or willful misconduct by Purchaseron the part of Buyer or DoveBid or to a Capitalization Claim. (d) Purchaser shall have no obligation to indemnify Seller Indemnitees under Section 8.2(a) with respect to Losses in an amount greater than the Cap. (e) Notwithstanding anything to the contrary in this Agreement, (i) Purchaser Indemnitees’ rights to indemnification with respect to Losses arising under Sections 8.1(b) through 8.1(f), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(a) and 8.5(b), regardless of whether such rights to indemnification could also have arisen under Section 8.1(a) in absence of such limitations, and (ii) Seller Indemnitee’s rights to indemnification with respect to Losses arising under Sections 8.2(b) and 8.2(c), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitations. (f) Any indemnity payments made pursuant to this ARTICLE VIII shall be treated for all Tax purposes by the parties hereto as an adjustment to the Purchase Price. (g) For purposes of determining whether a breach has occurred and calculating the amount of Losses in connection with a claim for indemnification under this ARTICLE VIII, each of the representations and warranties that contains any qualifications as to “materiality” shall be deemed to have been given as though there were no such qualifications, and any such qualifications shall be disregarded for purposes of this ARTICLE VIII.

Limitations on Indemnification Obligations. Notwithstanding anything contained in this Agreement or the Additional Agreements: (a) Novatel shall have no obligation Subject to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) until the aggregate amount of all Losses arising thereunder exceeds $150,000 (such amount, the “Basket”11.4(f), in which case Novatelno event shall the cumulative liability of the Seller for any and all claims arising under, on behalf out of, or related to this Agreement, or the sale and purchase of Sellers, will be liable for all Losses arising thereunder including the Basket, subject to Company Shares exceed the other limitations in this Section 8.5; provided, however, that Purchase Price actually received by the Basket shall not apply to Losses arising from Product Recalls or fraud, criminal conduct or willful misconduct by NovatelSeller. (b) Novatel shall have no obligation to indemnify No Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) in excess of the amounts actually paid to and received by Novatel under Section 1.3; provided that the aggregate amount of all Losses for which Novatel Indemnitee or Seller Indemnitee shall be obligated entitled to indemnify be compensated more than once for the Purchaser Indemnitees under this Agreement shall not exceed $6,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatelsame Loss. (c) Purchaser In no event shall have no obligation to indemnify the Seller Indemnitees with respect to Losses arising under Section 8.2(a) until the aggregate amount or any of all Losses arising thereunder exceeds the Basketits Affiliates, in which case Purchaser will or their successors, officers, directors, shareholders, employees, agents, trustees, advisers, lenders or representatives be liable or responsible in any manner whatsoever for all Losses arising thereunder including any inaccuracy or breach of the Basketrepresentations and warranties, subject to covenants, and obligations of the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by PurchaserCompany. (d) Purchaser In no event shall have no obligation to indemnify Seller Indemnitees under Section 8.2(a) with respect to Losses or any of its Affiliates, or their successors, officers, directors, shareholders, employees, agents, trustees, advisers, lenders or representatives be liable or responsible in an amount greater than any manner whatsoever except in case of any inaccuracy or breach of the Cap.Seller Fundamental Warranties as set forth in ARTICLE V. (e) Notwithstanding anything In no event shall the Seller or any of its Affiliates, or their successors, officers, directors, shareholders, employees, agents, trustees, advisers, lenders or representatives have any liability to the contrary in this Agreement, a Purchaser Indemnitee for: (i) Purchaser Indemnitees’ rights any Losses, to indemnification with respect to Losses the extent incurred or arising under Sections 8.1(b) through 8.1(f)as a result of any adoption, implementation, or based upon fraudchange in any Law or permit (or any interpretation or application thereof by any Authority) that occurs after the date hereof, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(a) and 8.5(b), regardless of whether such rights to indemnification could also have arisen under Section 8.1(a) in absence of such limitations, and and (ii) Seller Indemnitee’s rights to indemnification with respect to Losses arising under Sections 8.2(b) and 8.2(c)any Losses, which are contingent, punitive, exemplary, or based upon fraudindirect, criminal conduct or willful misconductand in case of contingent Losses, shall not be subject to the limitations set forth in Sections 8.5(c) unless and 8.5(d) regardless of whether until such rights to indemnification could also contingent Losses have arisen under Section 8.2(a) in the absence of such limitationsbeen finally determined and become an actual liability and are due and payable. (f) Any indemnity payments made Limitations not to apply for Fraud. In the event that any Loss for which Purchaser Indemnitees or Seller Indemnitees shall be entitled to indemnification pursuant to Section 11.2 arises as a result of fraud of the Company, Purchaser, and/or Seller, as finally determined by a court exercising competent jurisdiction, none of the limits on indemnification stipulated under this ARTICLE VIII Agreement shall be treated applicable. It being clarified that the Seller shall not in any event be liable for all Tax purposes any fraud in, of, or by the parties hereto as an adjustment Company or otherwise pertaining to the Purchase Price. (g) For purposes of determining whether a breach has occurred and calculating the amount of Losses in connection with a claim for indemnification under this ARTICLE VIIIoperations, each business, or affairs of the representations and warranties that contains Company in any qualifications as to “materiality” shall be deemed to have been given as though there were no such qualifications, and any such qualifications shall be disregarded for purposes of this ARTICLE VIIImanner whatsoever.

Limitations on Indemnification Obligations. (a) Novatel Notwithstanding Section 8.1, there shall have be no obligation to indemnify Purchaser Indemnitees with respect to Losses arising liability for indemnification under Section 8.1(a) until the aggregate amount of all Losses arising thereunder exceeds $150,000 unless (such amount, the “Basket”), in which case Novatel, on behalf of Sellers, will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (bi) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) in excess of the amounts actually paid to and received by Novatel under Section 1.3; provided that the aggregate amount of all Losses for which Novatel shall indemnification is to be provided thereunder exceeds $1,000,000 (the “Indemnification Threshold”), at which txxx Xxxxxx will be obligated to indemnify the Purchaser Indemnitees Buyer Indemnified Parties with respect to the aggregate amount of all such Losses in excess of the Indemnification Threshold, and (ii) the amount of Losses with respect to any single Claim, or any aggregated Claims arising out of the same or related facts, events or circumstances, for which indemnification is to be provided under this Agreement Section 8.1(a) exceeds $25,000 (the “Per-Claim Indemnification Threshold”); provided that the Indemnification Threshold and the Per-Claim Indemnification Threshold shall not exceed $6,000,000 apply in the case of (such amountA) Fraud, (B) any breach of or inaccuracy in any representation or warranty made by Seller in any of the following Sections: 2.1 (due organization), 2.2(a) (authorization), 2.5 (assets) and 2.17 (brokers and agents) (collectively, the “CapSeller Fundamental Representations”), (C) any breach of or inaccuracy in any representation or warranty made by Seller in Section 2.6 (taxes) or (D) any Taxes that constitute Retained Liabilities. (b) Notwithstanding Section 8.2, there shall be no liability for indemnification under Section 8.2(a) unless (i) the aggregate amount of Losses for which indemnification is to be provided thereunder exceeds the Indemnification Threshold, at which time Buyer will be obligated to indemnify the Seller Indemnified Parties with respect to the aggregate amount of all Losses described in Section 8.2(a) in excess of the Indemnification Threshold, and (ii) the amount of Losses with respect to any single Claim, or any aggregated Claims arising out of the same or related facts, events or circumstances, for which indemnification is to be provided under Section 8.2(a) exceeds the Per-Claim Indemnification Threshold; provided that the Indemnification Threshold and the Per-Claim Indemnification Threshold shall not apply in the case of (A) Fraud, (B) any breach of or inaccuracy in any representation or warranty made by Buyer in any of the following Sections: 3.1 (due organization), 3.2(a) (authorization), 3.4 (capitalization), 3.5 (buyer common stock) and 3.13 (brokers and agents) (collectively, the “Buyer Fundamental Representations”) or (C) any breach of or inaccuracy in any representation or warranty made by Buyer in Section 3.8 (taxes). (c) The indemnification obligations of Seller under Section 8.1(a) shall be limited in the aggregate to an amount equal to the Cap, provided, however however, that the Cap shall not apply to Losses from Product Recalls Seller’s indemnification obligations under Section 8.1(a) in the case of (i) Fraud, (ii) any breaches of or fraudinaccuracies in any Seller Fundamental Representations, criminal conduct (iii) any breaches of or willful misconduct by Novatelinaccuracies in any of Seller’s representations or warranties set forth in Section 2.6 (taxes) or (iv) any Taxes that constitute Retained Liabilities, which obligations (when aggregated with Seller’s other indemnification obligations under Section 8.1(a)) shall be limited to an amount equal to the Maximum Liability Amount. Notwithstanding anything to the contrary in this Agreement, except in the case of Fraud, the maximum aggregate liability of Seller (for indemnification or otherwise) with respect to any matter under this Agreement (including with respect to any breaches of or inaccuracies in any Seller Fundamental Representations, any of Seller’s representations or warranties set forth in Section 2.6 (taxes) or pursuant to any of the other indemnities set forth in Section 8.1) shall be the Maximum Liability Amount. (cd) Purchaser shall have no obligation to indemnify the Seller Indemnitees with respect to Losses arising The indemnification obligations of Buyer under Section 8.2(a) until shall be limited in the aggregate to an amount of all Losses arising thereunder exceeds the Basket, in which case Purchaser will be liable for all Losses arising thereunder including the Basket, subject equal to the other limitations in this Section 8.5; Cap, provided, however, that the Basket Cap shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by Purchaser. (d) Purchaser shall have no obligation to indemnify Seller Indemnitees Buyer’s indemnification obligations under Section 8.2(a) in the case of (i) Fraud, (ii) any breaches of or inaccuracies in any Buyer Fundamental Representations or (iii) any breaches of or inaccuracies in any of Buyer’s representations or warranties set forth in Section 3.8 (taxes), which obligations (when aggregated with Buyer’s other indemnification obligations under Section 8.2(a))) shall be limited to an amount equal to the Maximum Liability Amount. Notwithstanding anything to the contrary in this Agreement, except in the case of Fraud, the maximum aggregate liability of Buyer (for indemnification or otherwise) with respect to Losses any matter under this Agreement (including with respect to any breaches of or inaccuracies in an amount greater than any Buyer Fundamental Representations, any of Buyer’s representations or warranties set forth in Section 3.8 (taxes) or pursuant to any of the Capother indemnities set forth in Section 8.2) shall be the Maximum Liability Amount. (e) Notwithstanding anything to the contrary in this Agreement, : (i) Purchaser Indemnitees’ rights to indemnification no Indemnified Party shall have any obligations under Section 8.1 or Section 8.2, as applicable, with respect to any matter for which any Indemnified Party is or would be entitled to indemnification under Section 8.1 or Section 8.2 (without giving effect to any limitations, including as to time, survival periods, deductibles, thresholds, caps, knowledge or materiality qualifiers); and (ii) if a Party is entitled to bring a claim under more than one provision of Section 8.1 or 8.2, as the case may be, such Party may choose in its sole and absolute discretion the provision or provisions under which it seeks indemnification. (f) The amount of Losses arising recoverable by the Indemnified Party under Sections 8.1(bthis Article VIII shall be reduced, on a dollar-for-dollar basis, by the amount of (i) through 8.1(fany insurance proceeds received by the Indemnified Party in connection with a Claim under this Article VIII (net of any costs of obtaining such recovery and increases in premiums resulting from such Losses which are borne by the Indemnified Party) and (ii) any amounts collected from any other third parties in respect of such Losses (net of any costs of obtaining such recovery), or based upon fraud, criminal conduct or willful misconduct, shall not be subject . (g) Notwithstanding anything to the limitations set forth contrary in Sections 8.5(athis Agreement, for purposes of determining (i) and 8.5(b), regardless whether there has been a breach of whether such rights or inaccuracy in a representation or warranty requiring a Party to indemnification could also have arisen under indemnify as provided in Section 8.1(a) in absence of such limitationsor Section 8.2(a), as applicable, and (ii) Seller Indemnitee’s rights to indemnification with respect to Losses arising under Sections 8.2(b) and 8.2(c), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitations. (f) Any indemnity payments made pursuant to this ARTICLE VIII shall be treated for all Tax purposes by the parties hereto as an adjustment to the Purchase Price. (g) For purposes of determining whether a breach has occurred and calculating the amount of Losses in connection with a claim for indemnification under this ARTICLE VIIIarising from any such breach, each representation or warranty made by such Party (other than Section 2.4(b) (absence of the representations changes); 3.6 (a) (SEC filings; financial statements; information provided) and warranties that contains any qualifications as to “materiality” Section 3.6(b) (absence of changes)) shall be deemed to have been given made without any qualifications or limitations as though there were no such qualifications, and to materiality (including any such qualifications shall be disregarded for purposes of this ARTICLE VIIIor limitations made by reference to a Seller Material Adverse Change or Buyer Material Adverse Change).

Limitations on Indemnification Obligations. (a) Novatel shall have no obligation In addition to any other limitations contained in Articles VIII and IX hereof, the obligations of Sellers, Purchaser and LLANY to indemnify any Purchaser Indemnitees Indemnified Party or Sellers' Indemnified Party, as the case may be, are subject to, and limited by, the following: (i) Sellers shall be obligated to provide indemnification under this Article IX or under any Ancillary Agreement on account of any misrepresentation or breach of warranty only to the extent that the aggregate dollar amount of Losses with respect to Losses arising all misrepresentations and breaches of warranty referred to in Section 9.01(a)(i) exceeds $30 million, but only for the amount in excess of $30 million. Sellers further shall be obligated to provide indemnification under Section 8.1(a) until this Article IX or under any Ancillary Agreement on account of Sellers' Extra Contractual Obligations only to the extent that the aggregate dollar amount of all Losses arising thereunder incurred by Purchaser or LLANY, as applicable, with respect to such Sellers' Extra Contractual Obligations exceeds $150,000 10 million, but only for the amount in excess of $10 million. Losses incurred by Purchaser, or LLANY, if any, with respect to Sellers' Extra Contractual Obligations shall be applied against the $30 million deductible provided for above, except to the extent that such Losses exceed $10 million and are indemnified by Sellers. (such amount, the “Basket”), in which case Novatel, on behalf ii) The maximum aggregate liability of Sellers, will be liable Sellers for indemnification for all Losses arising thereunder including the Basket, subject to indemnification under this Article IX including, without limitation, any amount paid pursuant to Section 9.05(a)(i) shall be $500 million. (iii) Each Indemnified Party shall be obligated to use its commercially reasonable efforts to mitigate to the other limitations extent reasonably practicable the amount of any Losses for which it is entitled to seek indemnification hereunder. (iv) Upon making any indemnification payment, the Indemnifying Party will, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party in this Section 8.5respect of the Loss to which the payment relates; provided, however, that until the Basket shall not apply Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifying Party against any such third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to Losses arising from Product Recalls or fraudthe Indemnified Party's rights against such third party. Without limiting the generality of any other provision hereof, criminal conduct or willful misconduct by Novateleach such Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. (bv) Novatel The amount of any Losses sustained by an Indemnified Party and owed by an Indemnifying Party shall be reduced by any amount received by such Indemnified Party with respect thereto under any insurance or reinsurance coverage or from any other party alleged to be responsible therefor. The Indemnified Party shall use reasonable efforts to collect any amounts available under such insurance or reinsurance coverage and from such other party alleged to have no obligation to indemnify Purchaser Indemnitees responsibility. If the Indemnified Party receives an amount under insurance or reinsurance coverage or from such other party with respect to Losses arising under Section 8.1(a) in excess of the amounts sustained at any time subsequent to any indemnification actually paid pursuant to and received this Article IX, then, subject to the immediately preceding sentence, such Indemnified Party shall promptly reimburse the applicable Indemnifying Party for any such indemnification payment actually made by Novatel under Section 1.3; provided that such Indemnifying Party up to the aggregate actual amount of all Losses for which Novatel shall be obligated to indemnify the Purchaser Indemnitees under this Agreement shall not exceed $6,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatelinsurance actually received. (cvi) Any indemnification payments recoverable by an Indemnified Party pursuant to this Article IX shall be net of any Federal or state income tax benefits to such Indemnified Party as a result of the Loss as to which the payment is made, provided that if the payment so recoverable will result in an increase in the income taxable for Federal or state income tax purposes by the Indemnified Party, the amount of the payment will be increased so that the Indemnified Party will receive on an after tax basis the full amount of the indemnification contemplated by this Article IX. (vii) Purchaser acknowledges and agrees that, notwithstanding anything to the contrary contained in Article III of this Agreement, Sellers make no representation, warranty, guaranty or covenant regarding, and shall have no obligation to indemnify the Seller Indemnitees Purchaser Indemnified Parties with respect to Losses arising under Section 8.2(a) until to, the aggregate amount ultimate adequacy or sufficiency of all Losses arising thereunder exceeds any reserves reflected, or the Basketultimate collectibility of any reinsurance recoverable reported as an asset or contra-liability in any financial statement, in which case Purchaser will be liable for all Losses arising thereunder including book, record or account of the BasketSellers including, subject to but not limited to, the other limitations in this Section 8.5; providedStatutory Statements, howeverALIAC GAAP Statements, that the Basket shall not apply to Losses arising from fraudPro Forma Statements, criminal conduct or willful misconduct by Purchaserthe Closing Balance Sheet, Revised Closing Balance Sheet and Final Closing Balance Sheet. (dviii) Purchaser shall have no obligation to indemnify Seller Indemnitees under Section 8.2(a) with respect to Losses in an amount greater than During the Cap. (e) Notwithstanding anything to the contrary in this Agreement, (i) Purchaser Indemnitees’ rights to indemnification with respect to Losses arising under Sections 8.1(b) through 8.1(f), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations periods set forth in Sections 8.5(a8.01(a) and 8.5(b), regardless of whether such rights 8.01(c) during which Sellers have certain obligations to indemnification could also have arisen under Section 8.1(a) in absence of such limitationsindemnify Purchaser, and Purchaser has certain obligations to indemnify Sellers, Purchaser, on the one hand, and Sellers, on the other hand, shall, no less than annually, provide the other party with a written statement summarizing any Claims Notices provided to such other party to date, and setting forth the Losses incurred by such party for which such party is claiming indemnification against the other party in accordance with this Article IX. (iiix) Seller Indemnitee’s rights Purchaser and LLANY shall be obligated to provide indemnification under this Article IX or under any Ancillary Agreement on account of any misrepresentation or breach of warranty only to the extent that the aggregate dollar amount of Losses with respect to Losses arising under Sections 8.2(ball misrepresentations and breaches of warranty referred to in Section 9.01(b)(i) and 8.2(c)exceeds $10 million, or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitations. (f) Any indemnity payments made pursuant to this ARTICLE VIII shall be treated but only for all Tax purposes by the parties hereto as an adjustment to the Purchase Price. (g) For purposes of determining whether a breach has occurred and calculating the amount in excess of Losses in connection with a claim for indemnification under this ARTICLE VIII, each of the representations and warranties that contains any qualifications as to “materiality” shall be deemed to have been given as though there were no such qualifications, and any such qualifications shall be disregarded for purposes of this ARTICLE VIII$10 million.

Limitations on Indemnification Obligations. (ai) Novatel Except with respect to breaches of the Fundamental Representations, (A) the Sellers shall not have no any obligation to indemnify Purchaser Indemnitees with respect any Buyer Indemnitee pursuant to Losses arising under Section 8.1(a7.2(b)(i) unless and until the aggregate amount of all Losses arising thereunder such individual Damages incurred or sustained by all Buyer Indemnitees with respect to which the Buyer Indemnitees would otherwise be entitled to indemnification under Section 7.2(b)(i) and under Section 7.3(b)(i) of the Merger Agreement exceeds $150,000 €1,000,000 (such amount, the “BasketDeductible”), in which case Novatel, on behalf of Sellers, will whereupon the Sellers shall be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (b) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) Damages in excess of the amounts actually paid Deductible, and (B) the aggregate liability of the Sellers to and received by Novatel indemnify (or to cause to be indemnified) the Buyer Indemnitees for Damages under Section 1.3; provided that 7.2(b)(i) and under Section 7.3(b)(i) of the aggregate amount of all Losses for which Novatel shall be obligated to indemnify the Purchaser Indemnitees under this Merger Agreement shall not in no event exceed $6,000,000 €5,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (cii) Purchaser (A) Parent shall not have no any obligation to indemnify the (or to cause to be indemnified) any Seller Indemnitees with respect pursuant to Losses arising under Section 8.2(a7.2(a)(i) unless and until the aggregate amount of all Losses arising thereunder individual Damages incurred or sustained by all Seller Indemnitees with respect to which the Seller Indemnitees are entitled to indemnification under to Section 7.2(a)(i) and under Section 7.3(a)(i) of the Merger Agreement exceeds the BasketDeductible, in which case Purchaser will whereupon Parent shall be liable for all Losses arising thereunder including Damages in excess of the BasketDeductible, subject to and (B) the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by Purchaser. (d) Purchaser shall have no obligation aggregate liability of Parent to indemnify (or to cause to be indemnified) the Seller Indemnitees for Damages under Section 8.2(a7.2(a)(i) with respect to Losses and under Section 7.3(a)(i) of the Merger Agreement shall in no event exceed an amount greater than equal to the Cap. (eiii) Notwithstanding anything Any Liability subject to the contrary in indemnification pursuant to this AgreementSection 7.2 shall be (A) net of Insurance Proceeds actually recovered, (iB) Purchaser Indemnitees’ rights to net of any proceeds actually recovered by an Indemnified Party from any third party for indemnification with respect to Losses arising under Sections 8.1(b) through 8.1(ffor such Liability (“Third Party Proceeds”), (C) reduced by any Tax benefit actually realized by the Indemnified Party for the taxable period in which the indemnified Damage giving rise to such Liability occurs (calculated on a with and without basis) as a result of the incurrence or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(a) and 8.5(b), regardless of whether such rights to indemnification could also have arisen under Section 8.1(a) in absence payment of such limitationsDamage, and (iiD) Seller Indemnitee’s rights to indemnification with increased by any Tax detriment actually incurred or by the Indemnified Party for the taxable period in which the Indemnity Payment in respect to Losses arising under Sections 8.2(b) and 8.2(c), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitations. (f) Any indemnity payments made Damage is received or accrues as a result of the receipt or accrual of such Indemnity Payment. The amount which an Indemnifying Party is required to pay pursuant to this ARTICLE VIII shall Section 7.2 to any Indemnified Party will be treated for all Tax purposes reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by the parties hereto as Indemnified Party in respect of the related Liability. If an adjustment Indemnified Party receives a payment required by this Agreement from an Indemnifying Party in respect of any Damages (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnified Party shall pay to the Purchase Price. (g) For purposes Indemnifying Party an amount equal to the excess of determining whether a breach has occurred and calculating the Indemnity Payment received over the amount of Losses in connection with a claim for indemnification under this ARTICLE VIIIthe Indemnity Payment that would have been due if the Insurance Proceeds or Third Party Proceeds had been received, each realized or recovered before the Indemnity Payment was made. Each of the representations Parties shall use its reasonable best efforts to mitigate any Damages that are indemnifiable hereunder upon and warranties after becoming aware of any event or condition that contains any qualifications as would reasonably be expected to “materiality” shall be deemed give rise to have been given as though there were no such qualifications, and any such qualifications shall be disregarded for purposes of this ARTICLE VIIIDamages.

Limitations on Indemnification Obligations. (a) Novatel Notwithstanding Section 8.1, there shall have be no obligation to indemnify Purchaser Indemnitees with respect to Losses arising liability for indemnification under Section 8.1(a) until the aggregate amount of all Losses arising thereunder exceeds $150,000 unless (such amount, the “Basket”), in which case Novatel, on behalf of Sellers, will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (bi) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) in excess of the amounts actually paid to and received by Novatel under Section 1.3; provided that the aggregate amount of all Losses for which Novatel shall indemnification is to be provided thereunder exceeds $1,000,000 (the “Indemnification Threshold”), at which xxxx Xxxxxx will be obligated to indemnify the Purchaser Indemnitees Buyer Indemnified Parties with respect to the aggregate amount of all such Losses in excess of the Indemnification Threshold, and (ii) the amount of Losses with respect to any single Claim, or any aggregated Claims arising out of the same or related facts, events or circumstances, for which indemnification is to be provided under this Agreement Section 8.1(a) exceeds $25,000 (the “Per-Claim Indemnification Threshold”); provided that the Indemnification Threshold and the Per-Claim Indemnification Threshold shall not exceed $6,000,000 apply in the case of (such amountA) Fraud, (B) any breach of or inaccuracy in any representation or warranty made by Seller in any of the following Sections: 2.1 (due organization), 2.2(a) (authorization), 2.5 (assets) and 2.17 (brokers and agents) (collectively, the “CapSeller Fundamental Representations”), (C) any breach of or inaccuracy in any representation or warranty made by Seller in Section 2.6 (taxes) or (D) any Taxes that constitute Retained Liabilities. (b) Notwithstanding Section 8.2, there shall be no liability for indemnification under Section 8.2(a) unless (i) the aggregate amount of Losses for which indemnification is to be provided thereunder exceeds the Indemnification Threshold, at which time Buyer will be obligated to indemnify the Seller Indemnified Parties with respect to the aggregate amount of all Losses described in Section 8.2(a) in excess of the Indemnification Threshold, and (ii) the amount of Losses with respect to any single Claim, or any aggregated Claims arising out of the same or related facts, events or circumstances, for which indemnification is to be provided under Section 8.2(a) exceeds the Per-Claim Indemnification Threshold; provided that the Indemnification Threshold and the Per-Claim Indemnification Threshold shall not apply in the case of (A) Fraud, (B) any breach of or inaccuracy in any representation or warranty made by Buyer in any of the following Sections: 3.1 (due organization), 3.2(a) (authorization), 3.4 (capitalization), 3.5 (buyer common stock) and 3.13 (brokers and agents) (collectively, the “Buyer Fundamental Representations”) or (C) any breach of or inaccuracy in any representation or warranty made by Buyer in Section 3.8 (taxes). (c) The indemnification obligations of Seller under Section 8.1(a) shall be limited in the aggregate to an amount equal to the Cap, provided, however however, that the Cap shall not apply to Losses from Product Recalls Seller’s indemnification obligations under Section 8.1(a) in the case of (i) Fraud, (ii) any breaches of or fraudinaccuracies in any Seller Fundamental Representations, criminal conduct (iii) any breaches of or willful misconduct by Novatelinaccuracies in any of Seller’s representations or warranties set forth in Section 2.6 (taxes) or (iv) any Taxes that constitute Retained Liabilities, which obligations (when aggregated with Seller’s other indemnification obligations under Section 8.1(a)) shall be limited to an amount equal to the Maximum Liability Amount. Notwithstanding anything to the contrary in this Agreement, except in the case of Fraud, the maximum aggregate liability of Seller (for indemnification or otherwise) with respect to any matter under this Agreement (including with respect to any breaches of or inaccuracies in any Seller Fundamental Representations, any of Seller’s representations or warranties set forth in Section 2.6 (taxes) or pursuant to any of the other indemnities set forth in Section 8.1) shall be the Maximum Liability Amount. (cd) Purchaser shall have no obligation to indemnify the Seller Indemnitees with respect to Losses arising The indemnification obligations of Buyer under Section 8.2(a) until shall be limited in the aggregate to an amount of all Losses arising thereunder exceeds the Basket, in which case Purchaser will be liable for all Losses arising thereunder including the Basket, subject equal to the other limitations in this Section 8.5; Cap, provided, however, that the Basket Cap shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by Purchaser. (d) Purchaser shall have no obligation to indemnify Seller Indemnitees Buyer’s indemnification obligations under Section 8.2(a) in the case of (i) Fraud, (ii) any breaches of or inaccuracies in any Buyer Fundamental Representations or (iii) any breaches of or inaccuracies in any of Buyer’s representations or warranties set forth in Section 3.8 (taxes), which obligations (when aggregated with Buyer’s other indemnification obligations under Section 8.2(a))) shall be limited to an amount equal to the Maximum Liability Amount. Notwithstanding anything to the contrary in this Agreement, except in the case of Fraud, the maximum aggregate liability of Buyer (for indemnification or otherwise) with respect to Losses any matter under this Agreement (including with respect to any breaches of or inaccuracies in an amount greater than any Buyer Fundamental Representations, any of Buyer’s representations or warranties set forth in Section 3.8 (taxes) or pursuant to any of the Capother indemnities set forth in Section 8.2) shall be the Maximum Liability Amount. (e) Notwithstanding anything to the contrary in this Agreement, : (i) Purchaser Indemnitees’ rights to indemnification no Indemnified Party shall have any obligations under Section 8.1 or Section 8.2, as applicable, with respect to any matter for which any Indemnified Party is or would be entitled to indemnification under Section 8.1 or Section 8.2 (without giving effect to any limitations, including as to time, survival periods, deductibles, thresholds, caps, knowledge or materiality qualifiers); and (ii) if a Party is entitled to bring a claim under more than one provision of Section 8.1 or 8.2, as the case may be, such Party may choose in its sole and absolute discretion the provision or provisions under which it seeks indemnification. (f) The amount of Losses arising recoverable by the Indemnified Party under Sections 8.1(bthis Article VIII shall be reduced, on a dollar-for-dollar basis, by the amount of (i) through 8.1(fany insurance proceeds received by the Indemnified Party in connection with a Claim under this Article VIII (net of any costs of obtaining such recovery and increases in premiums resulting from such Losses which are borne by the Indemnified Party) and (ii) any amounts collected from any other third parties in respect of such Losses (net of any costs of obtaining such recovery), or based upon fraud, criminal conduct or willful misconduct, shall not be subject . (g) Notwithstanding anything to the limitations set forth contrary in Sections 8.5(athis Agreement, for purposes of determining (i) and 8.5(b), regardless whether there has been a breach of whether such rights or inaccuracy in a representation or warranty requiring a Party to indemnification could also have arisen under indemnify as provided in Section 8.1(a) in absence of such limitationsor Section 8.2(a), as applicable, and (ii) Seller Indemnitee’s rights to indemnification with respect to Losses arising under Sections 8.2(b) and 8.2(c), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitations. (f) Any indemnity payments made pursuant to this ARTICLE VIII shall be treated for all Tax purposes by the parties hereto as an adjustment to the Purchase Price. (g) For purposes of determining whether a breach has occurred and calculating the amount of Losses in connection with a claim for indemnification under this ARTICLE VIIIarising from any such breach, each representation or warranty made by such Party (other than Section 2.4(b) (absence of the representations changes); 3.6(a) (SEC filings; financial statements; information provided) and warranties that contains any qualifications as to “materiality” Section 3.6(b) (absence of changes)) shall be deemed to have been given made without any qualifications or limitations as though there were no such qualifications, and to materiality (including any such qualifications shall be disregarded for purposes of this ARTICLE VIIIor limitations made by reference to a Seller Material Adverse Change or Buyer Material Adverse Change).

Limitations on Indemnification Obligations. (a) Novatel Seller and Shareholders shall have no obligation not be required to indemnify Purchaser Buyer Indemnitees with respect to Losses any Claim for indemnification arising under out of, in connection with or relating to matters described in Section 8.1(a9.2(a) unless and until the aggregate amount of all Losses arising thereunder such Claims for such matters exceeds six hundred fifty thousand dollars ($150,000 650,000) (such amount, the “"Basket”"), in which case Novatel, on behalf of Sellers, event Buyer Indemnitees will be liable for all entitled to recover Losses in excess of the Basket arising thereunder including the Basketout of, subject in connection with or relating to the other limitations in this such matters pursuant to Section 8.59.4(c) below; provided, however, that the Basket shall not apply to Losses arising from Product Recalls any breach of the Fundamental Representations or fraud, criminal conduct any breach of Seller's or willful misconduct by NovatelShareholders' representations and warranties constituting a Willful Breach. (b) Novatel Except for Exempted Losses, the aggregate amount required to be paid by Seller Indemnitees pursuant to Section 9.2(a) shall have no obligation not exceed in the aggregate six hundred fifty thousand dollars ($650,000) (the "Indemnification Cap"). (c) From and after the Closing, the sole and exclusive sources of payment of any Losses based upon, arising out of, with respect to, or by reason of an event or occurrence described in Section 9.2(a), shall be (i) first, Buyer’s own funds until the amount of Losses equals the Basket, (ii) second, the then-remaining Escrow Funds up to indemnify Purchaser Indemnitees an amount equal to the Indemnification Cap, (iii) third, the R&W Insurance Policy and (iv) fourth, solely with respect to Losses arising under Section 8.1(aExempted Losses, by payment from the Seller Indemnitees. (d) in excess of the amounts actually paid to and received by Novatel under Section 1.3; provided that the The aggregate amount of all Losses for which Novatel Seller and Shareholders shall be obligated to indemnify the Purchaser Indemnitees under this Agreement shall not exceed $6,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (c) Purchaser shall have no obligation to indemnify the Seller Indemnitees with respect to Losses arising under Section 8.2(a) until the aggregate amount of all Losses arising thereunder exceeds the Basket, in which case Purchaser will be liable for all Exempted Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by Purchaser. (d) Purchaser shall have no obligation to indemnify Seller Indemnitees under Section 8.2(a) with respect to Losses in an amount greater than the Cap. (e) Notwithstanding anything to the contrary in this Agreement, (i) Purchaser Indemnitees’ rights to indemnification with respect to Losses arising under Sections 8.1(b) through 8.1(f), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(a) and 8.5(b), regardless of whether such rights to indemnification could also have arisen under Section 8.1(a) in absence of such limitations, and (ii) Seller Indemnitee’s rights to indemnification with respect to Losses arising under Sections 8.2(b) and 8.2(c), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitations. (f) Any indemnity payments made pursuant to this ARTICLE VIII shall be treated for all Tax purposes by the parties hereto as an adjustment limited to the Purchase Price. (ge) Payments by Seller Indemnitees pursuant to Section 9.2 in respect of any Losses shall be reduced by an amount equal to any insurance proceeds and any indemnity, contribution or other similar payment (net of the out-of-pocket costs reasonably incurred in obtaining such payment and any related increase in insurance costs or premiums caused as a result of such claim) actually received by Buyer Indemnitees in respect of any such Loss. The Buyer Indemnitees shall use commercially reasonable efforts (which shall not include commencing any litigation or incurring material expenses) to recover under insurance policies (including the R&W Insurance Policy) all amounts of Losses that would otherwise be recoverable from the Seller and/or the Shareholders under this Article IX. (f) For the purposes of determining whether a any inaccuracy in or breach has occurred and calculating of, or the amount of any Losses related to the inaccuracy in connection with a claim for indemnification under or breach of, any of the representations or warranties as set forth in this ARTICLE VIIIAgreement, each of the representations and warranties that contains set forth in this Agreement shall be considered without regard to any qualifications as to “"material", "materiality” " or "Company Material Adverse Effect" (or any correlative terms) set forth therein. In no event shall any Seller Indemnitee be deemed liable to have been given as though there were no such qualificationsany Buyer Indemnitees for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. P:01274586-13:86B79.003 69 I\14146902.20 (g) Subject to the limitations on indemnification obligations set forth in this Section 9.4, and solely with respect to (i) Exempted Losses and (ii) Losses indemnified pursuant to Section 9.2(b) – (f), Buyer Indemnitees shall have the right to satisfy any unpaid indemnification obligation by offsetting or withholding such amount against a portion of the Contingent Payment to be paid to Seller pursuant to the terms of Section 3.5; provided, that Buyer Indemnitees shall not be permitted to offset or withhold any amounts that are subject to a Contested Claim (as defined in the Escrow Agreement) under the Escrow Agreement, to the extent (and only to the extent) that there are sufficient funds remaining in the Escrow Account to pay and satisfy in full such Contested Claim. For the avoidance of doubt, in respect of any portion of the Contingent Payment that is off-set or withheld, if any such qualifications Claims are finally resolved in favor of Seller Indemnitees (whether by mutual agreement or otherwise), or if the portion of the Contingent Payment that is off-set or withheld by Buyer exceeds the amount ultimately payable to Buyer Indemnitees in respect of such Claim, Buyer shall be disregarded for purposes promptly pay to Seller Indemnitees the excess amount off-set or withheld in respect of such Claim but only to the extent that such amount is otherwise payable by Buyer in accordance with the terms of this ARTICLE VIIIAgreement plus interest at a rate of eight percent (8%) per annum at the date of off-set until the date of payment. (h) Each Buyer Indemnitee shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.

Limitations on Indemnification Obligations. (a) Novatel Seller shall have no obligation to indemnify the Purchaser Indemnitees with respect to Losses Adverse Consequences arising under Section 8.1(a12.1(a) (other than the Unlimited Representations and the Tax Representations) until the aggregate amount of all Losses arising Adverse Consequences thereunder exceeds One Hundred Thousand Dollars ($150,000 (such amount, the “Basket”100,000), in which case Novatel, on behalf of Sellers, will be liable for all Losses arising thereunder including event the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (b) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) in excess of the amounts actually paid to and received by Novatel under Section 1.3; provided that the aggregate amount of all Losses for which Novatel Sellers shall be obligated to indemnify the Purchaser Indemnitees under this Agreement shall not exceed $6,000,000 (only for the amount of Adverse Consequences in excess of such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatelthreshold. (cb) Purchaser The Sellers shall have no obligation to indemnify the Seller Purchaser Indemnitees with respect to Losses Adverse Consequences arising under Section 8.2(a12.1(a) until (other than the aggregate Unlimited Representations and the Tax Representations) in excess of Ten Million Dollars ($10,000,000) (the "Cap"). (c) The amount of all Losses arising thereunder exceeds any Adverse Consequences incurred by the Basket, in which case Purchaser will be reduced by the net amount Purchaser actually recovers from any insurer or other party liable for all Losses arising thereunder including the Basketsuch Adverse Consequences, subject to the other limitations in this Section 8.5; provided, howeverthat nothing in the foregoing shall require Purchaser to take any action whatsoever to attempt to notify, that the Basket shall not apply to Losses arising from fraudfile a claim with or collect any amount from, criminal conduct any insurer or willful misconduct by Purchaserother party. (d) Purchaser shall have no obligation to indemnify Seller Indemnitees under Section 8.2(a) with respect to Losses in an amount greater than the Cap. (e) Notwithstanding anything to the contrary in this Agreement, (i) Purchaser Indemnitees’ ' rights to indemnification with respect to Losses Adverse Consequences arising under Sections 8.1(bSection 12.1(b), (c) through 8.1(for (d), the Unlimited Representations or the Tax Representations, or based upon fraud, criminal conduct willful misconduct or willful misconductintentional misrepresentation, shall not be subject to the limitations set forth in Sections 8.5(a12.5(a) and 8.5(b12.5(b), regardless of whether such rights to indemnification could also have arisen under Section 8.1(a) in absence of such limitations, and (ii) Seller Indemnitee’s rights to indemnification with respect to Losses arising under Sections 8.2(b) and 8.2(c), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitations. (fe) Any indemnity payments made pursuant to this ARTICLE VIII Article XII shall be treated for all Tax income tax purposes by the parties hereto as an adjustment to the Purchase Price. (g) For purposes of determining whether a breach has occurred and calculating the amount of Losses in connection with a claim for indemnification under this ARTICLE VIII, each of the representations and warranties that contains any qualifications as to “materiality” shall be deemed to have been given as though there were no such qualifications, and any such qualifications shall be disregarded for purposes of this ARTICLE VIII.

Limitations on Indemnification Obligations. (a) Novatel A person entitled to indemnification hereunder ("INDEMNITEE") shall have no obligation not be entitled to indemnify Purchaser Indemnitees indemnification unless an Indemnification Notice (as hereinafter defined) has been delivered by Indemnitee to the party that may be obligated to pay such indemnification ("INDEMNITOR") prior to the termination of the survival of the indemnification relating to such Indemnification Notice pursuant to Section 22.1. The indemnification obligations of an Indemnitor shall survive with respect to claims for any Losses arising under relating to an inaccuracy in a representation or warranty made with respect to (x) any Other Property, for the nine (9) month period following the Initial Closing Date, (y) the Delayed Closing Property , for the nine (9) month period following the Delayed Closing Property Closing Date, and (z) a Development Property, for the nine (9) month period following the applicable Development Property Closing Date (and, in each case, such additional period as is necessary to resolve a claim made within such period). Notwithstanding the foregoing, the Indemnity with respect to Section 8.1(a) until 2.3(c), Article 12 and Article 19 shall be for the time periods specified therein. The total liability of an Indemnitor with respect to the indemnification obligations set forth above shall not exceed $3,000,000 with respect to claims pertaining to the Other Properties and the Delayed Closing Property and $2,000,000 with respect to claims pertaining to the Development Properties, but in no event shall the aggregate amount of all such claims exceed $3,000,000. In the case of any Losses arising thereunder exceeds $150,000 (by the TCR Group, such amount, obligation shall be several as between the “Basket”), AMLI Parties and the Avalon Parties as provided in which case Novatel, on behalf of Sellers, will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel1.4. (b) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) in excess of the amounts actually paid to and received by Novatel under Section 1.3; provided that the aggregate amount of all Losses for which Novatel shall be obligated to indemnify the Purchaser Indemnitees under this Agreement shall not exceed $6,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (c) Purchaser shall have no obligation to indemnify the Seller Indemnitees with respect to Losses arising under Section 8.2(a) until the aggregate amount of all Losses arising thereunder exceeds the Basket, in which case Purchaser will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by Purchaser. (d) Purchaser shall have no obligation to indemnify Seller Indemnitees under Section 8.2(a) with respect to Losses in an amount greater than the Cap. (e) Notwithstanding anything to the contrary in this Agreement, (i) Purchaser Indemnitees’ rights to indemnification with respect to Losses arising under Sections 8.1(b) through 8.1(f), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(a) and 8.5(b), regardless of whether such rights to indemnification could also have arisen under Section 8.1(a) in absence of such limitations, and (ii) Seller Indemnitee’s rights to indemnification with respect to Losses arising under Sections 8.2(b) and 8.2(c), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitations. (f) Any indemnity payments made pursuant to this ARTICLE VIII shall be treated for all Tax purposes by the parties hereto as an adjustment to the Purchase Price. (g) For purposes of determining whether a breach has occurred and calculating the amount of Losses in connection with If a claim for indemnification under this ARTICLE VIIIis asserted by Indemnitee against Indemnitor, each Indemnitor shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding ("CLAIM") asserted against Indemnitee which resulted in the representations and warranties that contains any qualifications as to “materiality” shall be deemed to have been given as though there were no such qualificationsClaim, and any if such qualifications right is exercised, the parties shall be disregarded for purposes cooperate in the defense of this ARTICLE VIIIsuch Claim.

Limitations on Indemnification Obligations. (a) Novatel shall have no obligation In addition to any other limitations contained in Section 16.05 and this Article XVII hereof, the obligations of the Ceding Company and the Reinsurer to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) until any Reinsurer Indemnified Party or Ceding Company Indemnified Party, as the aggregate amount of all Losses arising thereunder exceeds $150,000 (such amountcase may be, are subject to, and limited by, the “Basket”)following, in which case Novatel, on behalf of Sellers, will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that none of the Basket following limitations shall not apply to any indemnification by the Ceding Company of any Reinsurer Indemnified Parties or to any indemnification by the Reinsurer of any Ceding Company Indemnified Parties related to a breach of any Fundamental Representation: (a) The Ceding Company shall be obligated to provide indemnification pursuant to Section 17.01(a)(i), only if the aggregate dollar amount of Losses arising from Product Recalls or fraudwith respect to all misrepresentations and breaches of warranty referred to in Section 17.01(a)(i) exceeds an amount equal to $[*], criminal conduct or willful misconduct by Novateland then only for the amount of Losses in excess of $[*]. (b) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) in excess The maximum aggregate liability of the amounts actually paid to and received by Novatel under Section 1.3; provided that the aggregate amount of Ceding Company for indemnification for all Losses for which Novatel shall be obligated pursuant to indemnify the Purchaser Indemnitees under this Agreement Section 17.01(a)(i) shall not exceed $6,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel[*]. (c) Purchaser The Reinsurer shall have no obligation be obligated to indemnify provide indemnification pursuant to Section 17.01(b)(i) only if the Seller Indemnitees aggregate dollar amount of Losses with respect to Losses arising under all misrepresentations and breaches of warranty referred to in Section 8.2(a17.01(b)(i) until exceeds an amount equal to $[*], and then only for the aggregate amount of all Losses arising thereunder exceeds the Basket, in which case Purchaser will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by Purchaserexcess of $[*]. (d) Purchaser The maximum aggregate liability of the Reinsurer for indemnification for all Losses pursuant to Section 17.01(b)(i) shall have no obligation to indemnify Seller Indemnitees under Section 8.2(a) with respect to Losses in an amount greater than the Capnot exceed $[*]. (e) Notwithstanding anything to The Ceding Company and the contrary in this Agreement, (i) Purchaser Indemnitees’ rights to indemnification Reinsurer shall cooperate with each other with respect to Losses arising under Sections 8.1(b) through 8.1(f), resolving any claim or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(a) and 8.5(b), regardless of whether such rights to indemnification could also have arisen under Section 8.1(a) in absence of such limitations, and (ii) Seller Indemnitee’s rights to indemnification liability with respect to which one party is obligated to indemnify the other party under this Article XVII, including by using commercially reasonable efforts to mitigate the amount of any Losses arising under Sections 8.2(b) and 8.2(c)for which it is entitled to seek indemnification hereunder, whether by seeking claims against a non-affiliated third party, an insurer or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitationsotherwise. (f) Any indemnity payments made pursuant to this ARTICLE VIII shall be treated for all Tax purposes by Upon making any indemnification payment, the parties hereto as an adjustment Indemnifying Party will, to the Purchase Priceextent of such payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Loss to which the payment relates. Each such Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation rights. (g) For purposes of determining whether a breach has occurred and calculating the The amount of any Losses in connection sustained by an Indemnified Party and owed by an Indemnifying Party shall be reduced by any amount to which such Indemnified Party collects with a claim for indemnification respect thereto under this ARTICLE VIIIany insurance or reinsurance coverage, each or from any other party alleged to be responsible therefor (less the out-of-pocket amount of the representations expenses reasonably incurred by the Indemnified Party in procuring such recovery, including the present value of any reasonably determined prospective increase in insurance premiums). The Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance or reinsurance coverage and warranties from such other party alleged to have responsibility. If the Indemnified Party receives an amount under insurance or reinsurance coverage or from such other party with respect to Losses sustained at any time subsequent to any indemnification actually having been paid pursuant to this Article XVII, then such Indemnified Party shall promptly reimburse by that contains amount (less the out-of-pocket amount of the expenses reasonably incurred by the Indemnified Party in procuring such recovery, including the present value of any qualifications as to “materiality” reasonably determined prospective increase in insurance premiums) the applicable Indemnifying Party for any such indemnification payment actually made by such Indemnifying Party. (h) The indemnities provided for in this Article XVII shall be deemed to have been given as though there were no such qualificationsthe sole and exclusive remedy of the parties hereto and their respective officers, directors, employees, agents, Affiliates, successors and permitted assigns for any breach of any representation or warranty or any breach, nonfulfillment or default in the performance of any of the covenants or agreements contained in this Agreement, and any such qualifications the parties shall not be disregarded for purposes entitled to a rescission of this ARTICLE VIIIAgreement or to any further indemnification rights or claims of any nature whatsoever in respect thereof (including any common law rights of contribution), all of which the parties hereto hereby waive.

Limitations on Indemnification Obligations. (a) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) until the aggregate amount of all Losses arising thereunder exceeds $150,000 (such amount, the “Basket”), in which case Novatel, on behalf of Sellers, will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (b) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) in excess of the amounts actually paid to and received by Novatel under Section 1.3; provided that the aggregate amount of all Losses for which Novatel shall be obligated to indemnify the Purchaser Indemnitees under this Agreement shall not exceed $6,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (c) Purchaser shall have no obligation to indemnify the Seller Indemnitees with respect to Losses arising under Section 8.2(a) until the aggregate amount of all Losses arising thereunder exceeds the Basket, in which case Purchaser will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by Purchaser. (d) Purchaser shall have no obligation to indemnify Seller Indemnitees under Section 8.2(a) with respect to Losses in an amount greater than the Cap. (e) Notwithstanding anything to the contrary in Section 7.2(a) or (b), in no event shall the Sellers be required to provide indemnification under this Agreement, Article VII: (i) unless and until the Purchaser Indemnitees’ rights Indemnified Parties shall have incurred aggregate indemnifiable Losses under this Article VII of at least fifty thousand dollars ($50,000) (the “Seller Indemnification Deductible”), at which point the Sellers shall be required to provide indemnification only with respect to any such indemnifiable Losses arising in excess of such amount; or (ii) for aggregate indemnifiable Losses under Sections 8.1(bthis Article VII in excess of the Seller Indemnification Cap; provided, however, that neither the Seller Indemnification Deductible nor the Seller Indemnification Cap shall be applicable to any Losses resulting from: (A) through 8.1(fany breach of any covenant or agreement of any of the Companies or any of the Sellers set forth in this Agreement or any inaccuracy in the Seller Closing Certificate relating to any of such covenants or agreements; (B) any willful or intentional breach of this Agreement by any of the Companies or any of the Sellers; (C) any fraud by any of the Companies or any of the Sellers related to the transactions contemplated hereby; (D) any breach of, or inaccuracy in, any of the Seller Fundamental Representations or any inaccuracy in the Seller Closing Certificate relating to any of the Seller Fundamental Representations; or (E) any of the matters described in Section 7.2(a)(iv), (v), or based upon fraud, criminal conduct or willful misconduct, shall not be subject (vi). (b) Notwithstanding anything to the limitations contrary in Section 7.2(c), in no event shall the Purchaser or Purchaser Europe be required to provide indemnification under this Article VII: (i) unless and until the Seller Indemnified Parties shall have incurred aggregate indemnifiable Losses under this Article VII of at least fifty thousand dollars ($50,000) (the “Purchaser Indemnification Deductible”), at which point the Purchaser and Purchaser Europe shall be required to provide indemnification only with respect to any such indemnifiable Losses in excess of such amount; or (ii) for aggregate indemnifiable Losses under this Article VII in excess of the Purchaser Indemnification Cap; provided, however, that neither the Purchaser Indemnification Deductible nor the Purchaser Indemnification Cap shall be applicable to any Losses resulting from: (A) any breach of any covenant or agreement of the Purchaser or Purchaser Europe set forth in Sections 8.5(athis Agreement; (B) and 8.5(b), regardless any willful or intentional breach of whether such rights this Agreement by the Purchaser or Purchaser Europe; (B) any fraud by the Purchaser or Purchaser Europe related to indemnification could also have arisen under Section 8.1(athe transactions contemplated hereby; or (C) in absence of such limitations, and (ii) Seller Indemnitee’s rights to indemnification with respect to Losses arising under Sections 8.2(b) and 8.2(c)any breach of, or based upon fraudinaccuracy in, criminal conduct any of the Purchaser Fundamental Representations or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) any inaccuracy in the absence of such limitations. (f) Any indemnity payments made pursuant Purchaser Closing Certificate relating to this ARTICLE VIII shall be treated for all Tax purposes by the parties hereto as an adjustment to the Purchase Price. (g) For purposes of determining whether a breach has occurred and calculating the amount of Losses in connection with a claim for indemnification under this ARTICLE VIII, each any of the representations and warranties that contains any qualifications as to “materiality” shall be deemed to have been given as though there were no such qualifications, and any such qualifications shall be disregarded for purposes of this ARTICLE VIIIPurchaser Fundamental Representations.

Limitations on Indemnification Obligations. (a) Novatel Notwithstanding any contained herein to the contrary, if the Closing occurs, Sellers shall not have no obligation any liability (for indemnification or otherwise) to indemnify Purchaser Indemnitees any Buyer Indemnified Persons with respect to Losses arising under any indemnification obligations set forth in Section 8.1(a11.2 (i)(A) unless and until the aggregate amount of all Losses arising thereunder Damages for which all Buyer Indemnified Persons are entitled to indemnification pursuant to Section 11.2 exceeds $150,000 75,000 (such amount, the “BasketThreshold Amount”), in at which case Novatel, on behalf of Sellers, will time Buyer Indemnified Persons shall be liable entitled to indemnification for all Losses arising thereunder including Damages sustained by such Buyer Indemnified Persons in excess of the BasketThreshold Amount, subject and (B) to the other limitations in this extent the amount of all Damages for which all Buyer Indemnified Persons are entitled to indemnification pursuant to Section 8.5; provided11.2, however, that the Basket Seller’s liability shall not apply to Losses arising from Product Recalls or fraud, criminal conduct or willful misconduct by Novatelexceed the amount of the Purchase Price. (the “Indemnification Cap”). (b) Novatel Notwithstanding any contained herein to the contrary, if the Closing occurs, Buyer shall not have no obligation any liability (for indemnification or otherwise) to indemnify Purchaser Indemnitees any Seller Indemnified Persons with respect to Losses arising under any indemnification obligations set forth in Section 8.1(a11.3 (i)(A) unless and until the amount of all Damages for which all Seller Indemnified Persons are entitled to indemnification pursuant to Section 11.3 exceeds the Threshold Amount, at which time Buyer Indemnified Persons shall be entitled to indemnification for all Damages sustained by such Buyer Indemnified Persons in excess of the amounts actually paid Threshold Amount, up to and received by Novatel under Section 1.3; provided that the aggregate amount of all Losses for which Novatel shall be obligated to indemnify the Purchaser Indemnitees under this Agreement shall not exceed $6,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel. (c) Purchaser shall have no obligation to indemnify the Seller Indemnitees with respect to Losses arising under Section 8.2(a) until the aggregate amount of all Losses arising thereunder exceeds the Basket, in which case Purchaser will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by Purchaser. (d) Purchaser shall have no obligation to indemnify Seller Indemnitees under Section 8.2(a) with respect to Losses in an amount greater than the Cap. (e) Notwithstanding anything to the contrary in this Agreement, (i) Purchaser Indemnitees’ rights to indemnification with respect to Losses arising under Sections 8.1(b) through 8.1(f), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(a) and 8.5(b), regardless of whether such rights to indemnification could also have arisen under Section 8.1(a) in absence of such limitations, and (ii) Seller Indemnitee’s rights to indemnification with respect to Losses arising under Sections 8.2(b) and 8.2(c), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemnification could also have arisen under Section 8.2(a) in the absence of such limitations. (f) Any indemnity payments made pursuant to this ARTICLE VIII shall be treated for all Tax purposes by the parties hereto as an adjustment to the Purchase Price. (g) For purposes of determining whether a breach has occurred and calculating the amount of Losses in connection with a claim for indemnification under this ARTICLE VIII, each of the representations and warranties that contains any qualifications as to “materiality” shall be deemed to have been given as though there were no such qualifications, and any such qualifications shall be disregarded for purposes of this ARTICLE VIIIIndemnification Cap.