Common use of Limitations on Indemnification Obligations Clause in Contracts

Limitations on Indemnification Obligations. (a) Purchaser Indemnitees shall not be entitled to receive amounts pursuant to Section 6.2(a) (other than for Losses relating to breaches of the Special Representations) for any individual item or series of related items based on substantially the same facts and circumstances where the Losses relating to such item or series of related items based on substantially the same facts and circumstances are less than $10,000, and such Losses shall not be applied against the Basket. (b) Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) until the aggregate amount of all Losses thereunder exceeds $50,000 (the “Basket”); provided, however, that once such aggregate amount of such Losses exceeds the Basket, Seller shall be liable for the entire amount of such Losses otherwise recoverable under Section 6.2(a). (c) Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) in excess of an aggregate amount equal to $1,000,000 (the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) pursuant to a breach or inaccuracy of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,000. (d) Notwithstanding anything to the contrary in this Agreement, each Party’s rights to indemnification and any other recovery under law or equity with respect to Losses based upon fraud, willful misconduct or intentional misrepresentation, shall not be limited in any way, including by any of the terms and conditions of this Agreement.

Limitations on Indemnification Obligations. (a) Purchaser Indemnitees Notwithstanding anything to the contrary contained in this Agreement, an Responsible Party shall not be entitled to receive amounts liable for any claim for indemnification pursuant to Section 6.2(a7.2(a)(i) or Section 7.1(b)(i), except in the case of liability resulting from fraud or breach of a Fundamental Representation, (other than for Losses relating x) with respect to breaches any Loss having an aggregate value of the Special Representations) for any individual item or series of related items based on substantially the same facts and circumstances where the Losses relating to such item or series of related items based on substantially the same facts and circumstances are less than $10,000, 125,000 (“De Minimis Losses”) and such Losses shall not be applied against the Basket. (by) Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) unless and until the aggregate amount of all such indemnifiable Losses thereunder (excluding any De Minimis Losses) equals or exceeds $50,000 5,000,000 (the “BasketThreshold”); provided, however, provided that once such aggregate amount of such Losses exceeds equal or exceed the BasketThreshold, Seller the Responsible Party shall be liable for all Losses (excluding any De Minimis Losses) in excess of $2,500,000. The Threshold shall not apply to Losses claimed by the entire amount Buyer Indemnitees for (A) all Losses arising in connection with Section 6.3 (Fees and Expenses), (B) Losses relating to Section 2.15 (Taxes) and (C) all Losses arising in connection with Section 2.16 (Brokers). (b) Except in the case of such Losses otherwise recoverable fraud by the Company or Seller or breach of a Fundamental Representation, and for equitable relief (including specific performance), the remedies set forth in this Article 7 (together with the Escrow Agreement) represent the sole source of recovery of any claims made by a Responsible Party after the Closing with respect to claims under Section 6.2(a)this Agreement. (c) Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than be liable for cumulative aggregate claims for indemnification pursuant to breaches Section 7.2(a) or inaccuracies Section 7.3 (except in any the case of the Special Representationsliability resulting from breach of a Fundamental Representation) in excess of an aggregate amount equal amounts remaining in the Escrow Account and no Buyer Indemnitee will be entitled to $1,000,000 (recover such Losses from any source other than the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) pursuant to a breach or inaccuracy of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,000Escrow Account. (d) Notwithstanding anything In no event shall Seller be liable for cumulative aggregate claims for indemnification pursuant to the contrary in this Agreement, each Party’s rights to indemnification and any other recovery under law or equity Section 7.2(a)(i) with respect to Losses based upon frauda breach of a Fundamental Representation in excess of the proceeds of the Purchase Price received by Seller. (e) Notwithstanding the foregoing, willful misconduct or intentional misrepresentation, the limitations on indemnification provided above in subparagraphs (a) and (b) of this Section 7.2 shall not apply to Taxes, which shall be limited governed by Section 7.5 below. (f) No Buyer Indemnitee shall have any right to indemnification hereunder with respect to any environmental investigatory, corrective or Remedial Action (collectively, “Response Actions”) except to the extent such Response Action is affirmatively required by Environmental Laws and is attributable to a breach of the representations and warranties set forth in Section 2.11 and then only to the extent any waysuch Response Action is conducted in a reasonably cost-effective manner and required to attain compliance with minimum remedial standards applicable under Environmental Laws based on existing industrial or commercial uses, employing risk based standards and institutional controls where available. Seller shall have no obligation to indemnify any Buyer Indemnitee or the Company with respect to any Response Action arising from (i) any conditions of contamination identified through any environmental sampling or analysis, or (ii) any report to any Governmental Entity, in either case which is not affirmatively required by Environmental Laws. (g) The amount of any Loss for which indemnification is provided under this Article 7 shall be net of any amounts actually recovered by the indemnified party under insurance policies with respect to such Loss (net of any costs of recovery, deductibles and premium increases) and net of any tax benefits actually received by the indemnified party with respect to such Loss (if and when such indemnified party elects to receive such benefit). If an indemnified party has been indemnified for a Loss hereunder, and at any time thereafter such indemnified party recovers all or a portion of such Loss from a third Person (including pursuant to any insurance policy), the indemnified party which made such recovery shall promptly refund the amount previously paid to it with respect to such Loss (up to the amount recovered from the third Person). (h) The amount of the Loss arising out of any item included as a liability in calculating the Closing Net Working Capital shall be calculated net of the amount so included. (i) In no event shall the amount of any Loss include any punitive, incidental, consequential, special or indirect damages, including by business interruption, loss of future revenue, profits or income, or loss of business reputation, or opportunity, and in particular no “multiple of profits,” “multiple of cash flow,” diminution of value or similar valuation method shall be used in calculating the amount of any of Loss. (j) No party shall be entitled to recover hereunder for the terms and conditions of this Agreementsame Losses more than once.

Limitations on Indemnification Obligations. (a) The rights of the Purchaser Indemnitees to indemnification pursuant to the provision of Section 10.2(a)(i) are subject to the following limitations: (i) the Purchaser Indemnitees shall not be entitled to receive amounts pursuant to Section 6.2(a) (other than recover Losses for Losses relating claims made with respect to breaches of the Special Representations) for any individual item Non-Fundamental Representations (other than breaches of the Limitations Representations or series of related items based on substantially the same facts representations and circumstances where the warranties in Section 4.8, Losses relating with respect to such item or series of related items based on substantially the same facts and circumstances are less than $10,000, and such Losses which shall not be applied against subject to the Basketlimitation in this Section 10.5(a)(i)) and the IP Representations pursuant to Section 10.2(a)(i) until the total amount which the Purchaser Indemnitees would recover under Section 10.2(a)(i) exceeds $400,000 (the “Deductible”), in which case the Purchaser Indemnitees shall be entitled to recover the aggregate amount of all such Losses in excess of the Deductible; (ii) the Purchaser Indemnitees shall be entitled to recover Losses for claims made with respect to breaches of (A) Non-Fundamental Representations (other than breaches of the Limitations Representations, Losses with respect to which shall not be subject to the limitation in this Section 10.5(a)(ii)) pursuant to Section 10.2(a)(i) only up to the Escrow Amount; and (B) the IP Representations only up to thirty-five percent (35%) of the aggregate of the Final Consideration and any Contingent Payments, provided that with respect to claims made for breaches of the IP Representations after the Release Date, only with respect to an amount up to the Release Amount; and (iii) in connection with any claim for indemnification pursuant to Section 10.2(a)(i), each Seller shall only be severally liable for his or its Pro Rata Share of any Losses (individually or in the aggregate), but not to exceed his or its Pro Rata Share of the Final Consideration and any Contingent Payments; provided, that (A) with respect to the Non-Fundamental Representations (other than the Limitations Representations), no Seller shall be responsible for aggregate Losses in excess of his or its Pro Rata Share of the Escrow Amount, and (B) with respect to the IP Representations, no Seller shall be responsible for aggregate Losses in excess of his or its Pro Rata Share of the amount equal to thirty-five percent (35%) of the aggregate of the Final Consideration and any Contingent Payments; provided that with respect to claims made after the Release Date for breaches of the IP Representations, no Seller shall be responsible for aggregate Losses in excess of his or its Pro Rata Share of the Release Amount; provided, further, that with respect to a breach of a representation or warranty contained in Article 5 (Representations and Warranties of the Sellers and the Representative) by a particular Seller, only such particular Seller shall be liable for Losses arising in connection with such breach, and the parties agree that no other Seller shall be liable hereunder for such breach. (b) Seller shall not have In connection with any obligation claim for indemnification by a Purchaser Indemnitee pursuant to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (10.2(a), other than pursuant to breaches Section 10.2(a)(i), or inaccuracies any claim for fraud, intentional misrepresentation or willful breach with respect to a representation or warranty made by the Company (except to the extent such Seller or the Representative had knowledge of or participated in such fraud, intentional misrepresentation or willful breach), the Sellers or the Representative pursuant to this Agreement, each Seller shall only be severally liable for his or its Pro Rata Share of any Losses (individually or in the aggregate), but not to exceed his or its Pro Rata Share of the Special Representations) until the aggregate amount of all Losses thereunder exceeds $50,000 (the “Basket”); provided, however, that once such aggregate amount of such Losses exceeds the Basket, Seller shall be liable for the entire amount of such Losses otherwise recoverable under Section 6.2(a)Final Consideration and any Contingent Payments. (c) The Seller Indemnitees shall not have any obligation be entitled to indemnify Purchaser Indemnitees with respect to Losses arising indemnification under Section 6.2(a10.2(b)(i) to recover Losses (other than pursuant i) until the total amount of Losses the Seller Indemnitees would recover would exceed an amount equal to breaches or inaccuracies the Deductible, in any which case the Seller Indemnitees shall be entitled only to recover Losses in excess of the Special Representationssuch amount; and (ii) in excess of an aggregate amount equal to $1,000,000 (the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) pursuant to a breach or inaccuracy of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,000Escrow Amount. (d) Notwithstanding anything The amount of any Losses for which indemnification is sought pursuant to Section 10.2 shall be reduced by (i) the contrary amount of any insurance proceeds actually recovered by the Indemnified Parties, (ii) indemnity or contribution amounts actually recovered by any Indemnified Party from third parties (other than Purchaser or the Company), in this Agreement, each Party’s rights to indemnification and any other recovery under law or equity case with respect to Losses based upon fraudsuch Losses, willful misconduct or intentional misrepresentation, shall not be limited in and (iii) the value of any way, including Tax benefit actually recognized by the Indemnified Party as a result of any of the terms and conditions of this Agreementsuch Losses.

Limitations on Indemnification Obligations. (a) Purchaser Indemnitees shall not be entitled to receive amounts The obligations of Sellers and the Owners pursuant to the provisions of Section 6.2(a8.1 are subject to the following limitations: (i) Sellers and the Owners shall be required to indemnify and hold harmless under Section 8.1(c) with respect to Loss and Expense incurred by Buyer Group Members (other than Loss and Expense incurred as a result of inaccuracies of the representations and warranties contained in Sections 5.1, 5.2, 5.3, 5.7, 5.17 and 5.27 (the “Sellers Excluded Representations”), as to which this subsection (i) shall have no effect) only if the aggregate amount of such Loss and Expense exceeds $500,000; and then only to the extent such Loss and Expense exceeds $500,000. Notwithstanding anything to the contrary contained in this Section 8.1 or elsewhere in this Agreement, the parties agree that (A) the maximum aggregate liability of all Owners for any claims under Section 8.1(c) (other than for Losses relating to breaches Loss and Expense incurred as a result of inaccuracies of Seller Excluded Representations) shall not exceed one-half of the Special amount of the Purchase Price, and (B) the maximum aggregate liability of each Owner for any claims under Section 8.1(c) (other than Loss and Expense incurred as a result of inaccuracies of Seller Excluded Representations) shall not exceed one-sixth of the amount of the Purchase Price. (ii) The amount of any Loss or Expense for which indemnification is provided by Sellers or any individual item Owner under this Article VIII shall be net of any specific reserve attributable to the subject matter of the related claim, as reflected on the portion of the work papers to the Balance Sheet. In addition, to the extent any Loss or series Expense arises in respect of related items based a breach of any representation and warranty as to Real Estate, such Loss or Expense shall be reduced, dollar for dollar, by the amount of coverage paid to Buyer or any of its Affiliate under any title insurance policy in respect of such Loss or Expense. (iii) the indemnification provided for in Section 8.1(c) shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 8.1(c) thereafter), except that the indemnification by Sellers and the Owners shall continue as to: (A) the Seller Excluded Representations, which shall terminate 30 days after the expiration of the applicable statute of limitations and (B) any Loss or Expense of which any Buyer Group Member has notified Sellers or the Owners in accordance with the requirements of Section 8.3 on substantially or prior to the same facts date such indemnification would otherwise terminate in accordance with this Section 8.5, as to which the obligation of Sellers and circumstances where the Losses relating Owners shall continue until the liability of Sellers and the Owners shall have been determined pursuant to this Article VIII, and Seller and the Owners shall have reimbursed all Buyer Group Members for the full amount of any such Loss and Expense determined to be payable to such item or series of related items based on substantially the same facts and circumstances are less than $10,000, and such Losses shall not be applied against the BasketBuyer Group Members in accordance with this Article VIII. (b) The indemnification obligations of Buyer and CNU provided for in Section 8.2(c) shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising Group Member under Section 6.2(a8.2(c) thereafter), except that the indemnification by Buyer shall continue as to (other than A) the representations and warranties set forth in Sections 6.1, 6.2, 6.3 and 6.4, as to all of which no time limitation shall apply and (B) any Loss or Expense of which any Seller Group Member has notified CNU in accordance with the requirements of Section 8.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 8.5, as to which the obligation of CNU shall continue until the liability of CNU shall have been determined pursuant to breaches or inaccuracies in any of this Article VIII, and CNU shall have reimbursed all Seller Group Members for the Special Representations) until the aggregate amount of all Losses thereunder exceeds $50,000 (the “Basket”); provided, however, that once such aggregate full amount of such Losses exceeds Loss and Expense in accordance with this Article VIII. The maximum aggregate liability of CNU and Buyer for any claims under Section 8.2(c) shall not exceed the Basket, Seller shall be liable for the entire amount of such Losses otherwise recoverable under Section 6.2(a)the Purchase Price. (c) Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) in excess of an aggregate amount equal to $1,000,000 (the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) pursuant to a breach or inaccuracy of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,000. (d) Notwithstanding anything to the contrary in this Agreement, each Party’s rights to indemnification and any other recovery under law or equity with respect to Losses based upon fraud, willful misconduct or intentional misrepresentation, shall not be limited in any way, including by any of the terms and conditions of this Agreement.

Limitations on Indemnification Obligations. (a) Purchaser Indemnitees Seller shall not be obligated to indemnify Purchaser for any Losses incurred by Purchaser or other Indemnified Parties of the Purchaser under Section 8.2 until the Losses for which Purchaser is entitled to receive amounts pursuant indemnification under this Agreement exceed $75,000 in the aggregate, in which case, upon exceeding such threshold amount, Purchaser shall be entitled to Section 6.2(a) (other than for Losses relating to breaches of the Special Representations) for any individual item or series of related items based on substantially the same facts and circumstances where the Losses relating to such item or series of related items based on substantially the same facts and circumstances are less than $10,000, and recover all such Losses shall not be applied against the Basket(including such initial threshold amount). (b) Seller Except as provided in Section 8.6(d), notwithstanding anything contained in this Agreement to the contrary, in no event shall not have any obligation to indemnify Purchaser Indemnitees with respect to (i) Seller’s liability for Losses arising under Section 6.2(a) (other than pursuant Losses relating to breaches the breach of covenants to be performed by Seller prior to the Closing) exceed, in the aggregate, $2,500,000, or inaccuracies in (ii) Purchaser’s liability for Losses (specifically excluding Losses related to Purchaser’s failure to pay any portion of the Special RepresentationsPurchase Price payable in accordance with this Agreement) until exceed, in the aggregate aggregate, the lesser of (x) (A) any unpaid portion of the Earn-out Payment or (B) the total amount of all Losses thereunder exceeds the Assumed Liabilities, whichever is greater, and (y) $50,000 (the “Basket”); provided, however, that once such aggregate amount of such Losses exceeds the Basket, Seller shall be liable for the entire amount of such Losses otherwise recoverable under Section 6.2(a)2,500,000. (c) Seller The amount of any Losses for which indemnification is provided under this Agreement shall not have be net of any obligation to indemnify Purchaser Indemnitees amounts actually recovered by the Indemnified Parties from third parties (including amounts recovered under insurance policies) with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) in excess of an aggregate amount equal to $1,000,000 (the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) pursuant to a breach or inaccuracy of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,000such Losses. (d) Notwithstanding anything to the contrary The limitations set forth in this AgreementSection 8.6 shall not apply to a party’s indemnification obligations under this Agreement arising out of, each Party’s rights relating to indemnification and any other recovery under law or equity with respect to Losses based upon fraud, willful misconduct resulting from fraud or intentional misrepresentation, shall not be limited in any way, including misrepresentation by any of the terms and conditions of this Agreementsuch party.

Limitations on Indemnification Obligations. (a) In addition to any other limitations contained in Articles VIII and IX hereof, the obligations of Sellers, Purchaser Indemnitees and LLANY to indemnify any Purchaser Indemnified Party or Sellers' Indemnified Party, as the case may be, are subject to, and limited by, the following: (i) Sellers shall not be entitled obligated to receive amounts pursuant provide indemnification under this Article IX or under any Ancillary Agreement on account of any misrepresentation or breach of warranty only to Section 6.2(a) (other than for the extent that the aggregate dollar amount of Losses relating with respect to all misrepresentations and breaches of warranty referred to in Section 9.01(a)(i) exceeds $30 million, but only for the Special Representations) for amount in excess of $30 million. Sellers further shall be obligated to provide indemnification under this Article IX or under any individual item Ancillary Agreement on account of Sellers' Extra Contractual Obligations only to the extent that the aggregate dollar amount of Losses incurred by Purchaser or series of related items based on substantially the same facts and circumstances where the Losses relating LLANY, as applicable, with respect to such item Sellers' Extra Contractual Obligations exceeds $10 million, but only for the amount in excess of $10 million. Losses incurred by Purchaser, or series of related items based on substantially the same facts and circumstances are less than $10,000LLANY, and such Losses if any, with respect to Sellers' Extra Contractual Obligations shall not be applied against the Basket$30 million deductible provided for above, except to the extent that such Losses exceed $10 million and are indemnified by Sellers. (bii) Seller shall not have The maximum aggregate liability of Sellers for indemnification for all Losses subject to indemnification under this Article IX including, without limitation, any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than amount paid pursuant to breaches or inaccuracies in 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 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 Special Representations) until Indemnified Party against any third party in respect of the aggregate amount of all Losses thereunder exceeds $50,000 (Loss to which the “Basket”)payment relates; provided, however, that once until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifying Party against any such aggregate amount third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Indemnified Party's rights against such Losses exceeds third party. Without limiting the Basketgenerality of any other provision hereof, Seller shall be liable for each such Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the entire amount of such Losses otherwise recoverable under Section 6.2(a)above-described subrogation and subordination rights. (cv) Seller The amount of any Losses sustained by an Indemnified Party and owed by an Indemnifying Party shall not 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 any 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 6.2(a) (other than sustained at any time subsequent to any indemnification actually paid pursuant to breaches or inaccuracies in 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 such Indemnifying Party up to the actual amount of the Special Representations) in excess of an aggregate amount equal to $1,000,000 (the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) pursuant to a breach or inaccuracy of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,000insurance actually received. (dvi) Notwithstanding 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, each Party’s rights Sellers make no representation, warranty, guaranty or covenant regarding, and shall have no obligation to indemnify the Purchaser Indemnified Parties with respect to, the ultimate adequacy or sufficiency of any reserves reflected, or the ultimate collectibility of any reinsurance recoverable reported as an asset or contra-liability in any financial statement, book, record or account of the Sellers including, but not limited to, the Statutory Statements, ALIAC GAAP Statements, the Pro Forma Statements, the Closing Balance Sheet, Revised Closing Balance Sheet and Final Closing Balance Sheet. (viii) During the periods set forth in Sections 8.01(a) and 8.01(c) during which Sellers have certain obligations to indemnify 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. (ix) Purchaser and LLANY shall be obligated to provide indemnification under this Article IX or under any other recovery under law Ancillary Agreement on account of any misrepresentation or equity breach of warranty only to the extent that the aggregate dollar amount of Losses with respect to Losses based upon fraudall misrepresentations and breaches of warranty referred to in Section 9.01(b)(i) exceeds $10 million, willful misconduct or intentional misrepresentation, shall not be limited but only for the amount in any way, including by any excess of the terms and conditions of this Agreement$10 million.

Limitations on Indemnification Obligations. (a) Purchaser Indemnitees shall Deductibles and Individual Claim Threshold. (i) Except as provided in Section 6.4(a)(iv) and Section 6.4(a)(v) and after first applying the limitation in Section 6.4(a)(iii), the Buyer Indemnified Persons will not be entitled to receive amounts indemnification pursuant to any Claims based on Section 6.2(a) (6.1(a)(i), other than for Losses relating to breaches of the Special Representations) for any individual item or series of related items based on substantially the same facts and circumstances where the Losses relating to such item or series of related items based on substantially the same facts and circumstances are less than $10,000, and such Losses shall not be applied against the Basket. (b) Seller shall not have any obligation to indemnify Purchaser Indemnitees Claims with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches any Fundamental Representation or inaccuracies in any of the Special Representations) Specified IP Representation, unless and until the aggregate amount of all Losses thereunder Damages of the Buyer Indemnified Persons pursuant to Section 6.1(a)(i) exceeds $50,000 12,500,000 (the “BasketGeneral Deductible”); provided, however, that once such . If the aggregate amount of all Damages of the Buyer Indemnified Persons pursuant to any Claims based on Section 6.1(a)(i) exceed the General Deductible, then Seller will be obligated for any Damages pursuant to Section 6.1(a)(i) (other than such Losses exceeds Damages with respect to any Fundamental Representation or Specified IP Representation) only in excess of the Basket, Seller shall be liable for General Deductible (subject to the entire amount of such Losses otherwise recoverable under Section 6.2(aother express limitations set forth in this ARTICLE VI). (cii) Seller shall Except as provided in Section 6.4(a)(iv) and after first applying the limitation in Section 6.4(a)(iii), the Buyer Indemnified Persons will not have any obligation be entitled to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than indemnification pursuant to breaches or inaccuracies in any Claims based on breach of any Specified IP Representation, unless and until the aggregate amount of all Damages of the Special RepresentationsBuyer Indemnified Persons pursuant to Section 6.1(a)(i) in excess of an aggregate amount equal to exceed $1,000,000 (the “CapIP Deductible”). Seller shall not have All Claims made pursuant to Section 6.1(a)(i) will be taken into account in determining whether the IP Deductible has been satisfied, without regard to whether such Claim relates to any obligation Specified IP Representation. If the aggregate amount of all Damages of the Buyer Indemnified Persons pursuant to indemnify Purchaser Indemnitees any Claims based on Section 6.1(a)(i) with respect to Losses arising under Section 6.2(a) breach of any Specified IP Representation exceed the IP Deductible, then Sellers will be obligated for any Damages pursuant to Section 6.1(a)(i) with respect to breach of any Specified IP Representation only in excess of the IP Deductible (subject to the other express limitations set forth in this ARTICLE VI). (iii) No Buyer Indemnified Persons will assert, or be entitled to, Damages for any claims for indemnification pursuant to any Claims based on Section 6.1(a)(i), other than such Claims with respect to any Fundamental Representation, in respect of any Damage incurred or suffered by such Buyer Indemnified Person that is not equal to or in excess of $50,000. (iv) The limitations set forth in Section 6.4(a)(i) and (ii) will not apply to or otherwise affect the Buyer Indemnified Persons’ ability to make Claims or recover Damages with respect to Claims based on or for (A) a breach or inaccuracy of a Special any Fundamental Representation (or Section 6.2(bany inaccuracy of any Seller Closing Certificate with respect to Fundamental Representations), (B) in excess Fraud, or, for the avoidance of an aggregate amount equal to $2,000,000doubt, (C) indemnification under Sections 6.1(a)(ii), (iii), (iv), (v) or (vi). (dv) Notwithstanding anything The limitations set forth in Section 6.4(a)(i) will not apply to or otherwise affect the contrary in this Agreement, each Party’s rights Buyer Indemnified Persons’ ability to indemnification and any other recovery under law make Claims or equity recover Damages with respect to Losses Claims based upon fraud, willful misconduct on or intentional misrepresentation, shall not be limited in for a breach or inaccuracy of any way, including by Specified IP Representation (or any inaccuracy of the terms and conditions of this Agreementany Seller Closing Certificate with respect to any Specified IP Representations).

Limitations on Indemnification Obligations. (a) Purchaser Indemnitees shall not be entitled to receive amounts pursuant to Section 6.2(a) (other than for Losses relating to breaches of the Special Representations) for any individual item or series of related items based on substantially the same facts and circumstances where the Losses relating to such item or series of related items based on substantially the same facts and circumstances are less than $10,0002,500, and such Losses shall not be applied against the Basket. (b) Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) until the aggregate amount of all Losses thereunder exceeds $50,000 25,000 (the “Basket”); provided, however, that once such aggregate amount of such Losses exceeds the Basket, Seller shall be liable for the entire amount of such Losses otherwise recoverable under Section 6.2(a). (c) Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) in excess of an aggregate amount equal to $1,000,000 (the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) pursuant to a breach or inaccuracy of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,0003,800,000. (d) Purchaser shall not have any obligation to indemnify Seller Indemnitees with respect to Losses arising under Section 6.3(a) until the aggregate amount of all Losses thereunder exceeds the Basket; provided, however, that once such aggregate amount of such Losses exceeds the Basket, Purchaser shall be liable for the entire amount of such Losses otherwise recoverable under Section 6.3(a). (e) Purchaser shall not have any obligation to indemnify Seller Indemnitees with respect to Losses arising under Section 6.3(a) in excess of the Cap. (f) Notwithstanding anything to the contrary in this Agreement, each Party’s rights to indemnification and any other recovery under law or equity with respect to Losses based upon fraud, willful misconduct or intentional misrepresentation, shall not be limited in any way, including by any of the terms and conditions of this Agreement.

Limitations on Indemnification Obligations. (a) Purchaser Indemnitees shall not be entitled In addition to receive amounts pursuant to any other limitations contained in Section 6.2(a) (other than for Losses relating to breaches 16.05 and this Article XVII hereof, the obligations of the Special Representations) for Ceding Company and the Reinsurer to indemnify any individual item Reinsurer Indemnified Party or series of related items based on substantially Ceding Company Indemnified Party, as the same facts and circumstances where the Losses relating to such item or series of related items based on substantially the same facts and circumstances case may be, are less than $10,000subject to, and such Losses shall not be applied against limited by, the Basket. (b) Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) until the aggregate amount of all Losses thereunder exceeds $50,000 (the “Basket”)following; provided, however, that once the limitations set forth in Section 17.04(a) through Section 17.04(d) shall only apply to indemnification by the Ceding Company of any Reinsurer Indemnified Parties or indemnification by the Reinsurer of any Ceding Company Indemnified Parties on account of ▇▇▇▇▇▇▇▇.38 Losses relating to the In-Force Block (it being agreed that, for purposes of this Section 17.04, the projections set forth on Schedule X shall be deemed to apply solely to the In-Force Block): (a) Solely with respect to Losses attributable to the In-Force Block, the Ceding Company shall be obligated to provide indemnification pursuant to Section 17.01(a)(i), only if the aggregate dollar amount of Losses with respect to all misrepresentations and breaches of warranty referred to in Section 17.01(a)(i) applicable to such aggregate Losses exceeds an amount equal to [*], and then only for the amount of such Losses that exceeds [*]. (b) Solely with respect to Losses attributable to the BasketIn-Force Block, Seller shall be liable the maximum aggregate liability of the Ceding Company for the entire amount of indemnification for all such Losses otherwise recoverable under pursuant to Section 6.2(a)17.01(a)(i) applicable to the In-Force Block shall not exceed [*]. (c) Seller shall not have any obligation to indemnify Purchaser Indemnitees Solely with respect to Losses arising under Section 6.2(a) (other than attributable to the In-Force Block, the Reinsurer shall be obligated to provide indemnification pursuant to Section 17.01(b)(i) only if the aggregate dollar amount of Losses with respect to all misrepresentations and breaches or inaccuracies of warranty referred to in any of the Special RepresentationsSection 17.01(b)(i) in excess of applicable to such Losses exceeds an aggregate amount equal to $1,000,000 ([*], and then only for the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to amount of such Losses arising under Section 6.2(a) pursuant to a breach or inaccuracy of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,000that exceeds [*]. (d) Notwithstanding anything Solely with respect to Losses attributable to the contrary In-Force Block, the maximum aggregate liability of the Reinsurer for indemnification for all such Losses pursuant to Section 17.01(b)(i) applicable to the In-Force Block shall not exceed [*]. (e) The Ceding Company and the Reinsurer shall cooperate with each other with respect to resolving any claim or 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 for which it is entitled to seek indemnification hereunder, whether by seeking claims against a non-affiliated third party, an insurer or otherwise. (f) 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 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) The amount of any Losses sustained by an Indemnified Party and owed by an Indemnifying Party shall be reduced by any amount to which such Indemnified Party collects with respect thereto under any insurance or reinsurance coverage, or from any other party alleged to be responsible therefor (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 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 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 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 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 the 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 46753330.38 any breach, nonfulfillment or default in the performance of any of the covenants or agreements contained in this Agreement, each Party’s rights to indemnification and any other recovery under law or equity with respect to Losses based upon fraud, willful misconduct or intentional misrepresentation, the parties shall not be limited in any way, including by any of the terms and conditions entitled to a rescission of this AgreementAgreement 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) Purchaser The rights of the Buyer Indemnities to indemnification pursuant to the provisions of Section 8.2(a) are subject to the following limitations: (i) the Buyer Indemnitees shall will not be entitled to receive amounts recover Losses pursuant to clause (i) of Section 6.2(a) (other than for Losses relating to breaches of the Special Representations) for any individual item or series of related items based on substantially the same facts and circumstances where the Losses relating to such item or series of related items based on substantially the same facts and circumstances are less than $10,000, and such Losses shall not be applied against the Basket. (b) Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations8.2(a) until the aggregate total amount which the Buyer Indemnitees would recover under clause (i) of all Losses thereunder Section 8.2(a), but for this clause (ii), exceeds $50,000 375,000 (the “Basket”"Threshold") (at which point the Buyer Indemnitees shall be entitled to receive only the aggregate Losses that exceed the Threshold); provided, however, that once such aggregate amount that, subject to clause (ii) of such this Section 8.4(a), the Buyer Indemnitees will be entitled to recover all Losses exceeds (without regard to the BasketThreshold) as a result of any breach of the representations and warranties contained in Section 3.5 or Section 3.10 of this Agreement; and (ii) in the aggregate, Seller the Buyer Indemnitees, with respect to Losses pursuant to Section 8.2(a), (x) will be entitled to recover no more than the remaining portion of the Escrow Amount (the "Cap") and (y) pursuant to this Agreement or in connection with any certificate delivered in connection herewith, will not be entitled to recover Losses from any source other than the Escrow Account. (b) No Company Preferred Securityholder shall be liable for have any right of contribution against the entire amount Company or the Surviving Corporation with respect to any amounts payable as a result of such Losses otherwise recoverable under the indemnification obligations set forth in Section 6.2(a)8.2(a) hereof. (c) Seller shall not have any obligation The obligations to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than and hold harmless pursuant to breaches or inaccuracies in any clause (i) of the Special RepresentationsSection 8.2(a) in excess of an aggregate amount equal to $1,000,000 (the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) and pursuant to a breach or inaccuracy clause (i) of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,000. (d) Notwithstanding anything to the contrary in this Agreement, each Party’s rights to indemnification and any other recovery under law or equity with respect to Losses based upon fraud, willful misconduct or intentional misrepresentation, shall not be limited in any way, including by any of the terms and conditions of this Agreement.8.2

Limitations on Indemnification Obligations. Other than with respect to Losses related to breaches of Fundamental Representations and Section 4.15, the rights of the Purchaser Indemnitees to indemnification pursuant to the provision of Section 10.2(a)(i) are subject to the following limitations: (a) the Purchaser Indemnitees shall not be entitled to receive amounts pursuant to Section 6.2(a) (other than recover Losses for Losses relating claims made with respect to breaches of the Special RepresentationsNon-Fundamental Representations (other than breaches of Section 4.15, Losses with respect to which shall not be subject to the limitation in this clause (a)) for any individual item or series of related items based on substantially the same facts and circumstances where pursuant to Section 10.2(a)(i) until (i) the Losses relating to such item or series arising out of related items based on substantially the same facts or related facts, events or circumstances exceed $7,500 (any other claim for Losses, a “Minor Claim”) and circumstances are less than $10,000, and such Losses shall not be applied against (ii) the Basket. (b) Seller shall not have any obligation to indemnify total amount which the Purchaser Indemnitees with respect to Losses arising would recover under Section 6.2(a) 10.2(a)(i), excluding all Minor Claims (other than pursuant as limited by the provisions of Section 10.6), but for this Section 10.5(a), exceeds $990,000 (the “Threshold”), in which case the Purchaser Indemnitees shall be entitled to breaches or inaccuracies in any of the Special Representations) until recover the aggregate amount of all Losses thereunder exceeds $50,000 (the “Basket”); provided, however, that once such aggregate amount of such Losses exceeds (including the Basketamount up to the Threshold), Seller shall be liable for subject to the entire amount of such Losses otherwise recoverable under Section 6.2(a).other limitations herein; (cb) Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) in excess of an aggregate amount equal to $1,000,000 (the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) pursuant to a breach or inaccuracy of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,000. (d) Notwithstanding notwithstanding anything to the contrary in this Agreement, each Party’s rights to indemnification and any other recovery under law or equity the amount of Losses for claims made with respect to breaches of the Non-Fundamental Representations (other than breaches of Section 4.15, Losses based upon fraud, willful misconduct or intentional misrepresentation, with respect to which shall not be limited subject to the limitation in any waythis clause (b)) that may be recovered by the Purchaser Indemnitees shall be limited, including individually and in the aggregate, by any application to the Escrow Amount; and in no event shall the Purchaser Indemnitees be entitled to recover more than the Escrow Amount for claims made with respect to breaches of Non-Fundamental Representations (other than claims for breaches of Section 4.15) pursuant to Section 10.2(a)(i) in the terms and conditions of this Agreementaggregate.

Limitations on Indemnification Obligations. (a) Purchaser Indemnitees Indemnities shall not be entitled to receive amounts pursuant to Section 6.2(a) (other than for Losses relating to breaches of the Special Representations) for any individual item or series of related items based on substantially the same facts and circumstances where the Losses relating to such item or series of related items based on substantially the same facts and circumstances are less than $10,000, and such Losses shall not be applied against the Basket. (b) Seller shall not have any obligation to indemnify Purchaser Indemnitees Indemnities with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) until the aggregate amount of all Losses thereunder exceeds $50,000 (the “Basket”); provided, however, that once such aggregate amount of such Losses exceeds the Basket, Seller shall be liable for the entire amount of such Losses otherwise recoverable under Section 6.2(a). (c) Seller shall not have any obligation to indemnify Purchaser Indemnitees Indemnities with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) in excess of an aggregate amount equal to $1,000,000 200,000 (the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees Indemnities with respect to Losses arising under Section 6.2(a) pursuant to a breach or inaccuracy of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,000300,000. (d) Notwithstanding anything to the contrary in this Agreement, each Party’s rights to indemnification and any other recovery under law or equity with respect to Losses based upon fraud, willful misconduct or intentional misrepresentation, shall not be limited in any way, including by any of the terms and conditions of this Agreement.

Limitations on Indemnification Obligations. The rights to indemnification pursuant to the provisions of Section 8.2 are subject to the following limitations: (a) Purchaser the Buyer Indemnitees shall not be entitled to receive amounts recover Losses pursuant to clause (i) of Section 6.2(a8.2(a) until the total amount which the Buyer Indemnitees would be entitled to recover under clause (i) of Section 8.2(a) (as limited by the other than for provisions of this Section 8.4) exceeds $650,000 (the “Threshold”), in which case the Buyer Indemnitees shall only be entitled to recover Losses in excess of such amount, and in no event shall the aggregate recovery of Losses by Buyer Indemnitees pursuant to clause (i) of Section 8.2(a) exceed $10,000,000, subject to the other limitations set forth in this Section 8.4; provided that this Section 8.4(a) shall not apply to Losses suffered or incurred as a result of or arising from or relating to breaches any breach of, or inaccuracy in any Fundamental Representation. 72 (b) with respect to any Losses for which the Buyer Indemnitees may be entitled to indemnification pursuant to clause (i) of the Special Representations) Section 8.2(a), Parent shall not be liable for any individual item or series of related items based on substantially the same facts and circumstances where the Losses relating to such item or series of related items based on substantially the same facts and circumstances are less than which do not exceed $10,000, and such 50,000 (which Losses shall not be applied against counted towards the BasketThreshold); provided that this Section 8.4(b) shall not apply to Losses suffered or incurred as a result of or arising from or relating to any breach of or inaccuracy in any Fundamental Representation. (bc) Seller in no event shall not have any obligation the aggregate recovery of Losses by Buyer Indemnitees pursuant to indemnify Purchaser Indemnitees clause (i) of Section 8.2(a) with respect to Losses arising under Section 6.2(a) (other than any breach of a Fundamental Representation, or pursuant to breaches or inaccuracies in any of clauses (ii), (iii) or (iv) of Section 8.2(a), exceed the Special RepresentationsPurchase Price, in each case, subject to the other limitations set forth in this Section 8.4; (d) until the aggregate amount of all any Losses thereunder exceeds $50,000 recoverable by Buyer Indemnitee pursuant to Section 8.2(a) shall be determined net of (i) the “Basket”amount of any such Losses that were set forth on the Final Closing Statement and included in the calculation of the Final Cash Purchase Price pursuant to Section 2.5(c); (ii) the amount of any indemnification payment actually received by any Buyer Indemnitee from any third party in respect of such Losses; and (iii) the amount of any insurance proceeds actually received by any Buyer Indemnitee from any third party insurer with respect to such Losses, in each case of clause (ii) and (iii), net of any deductibles or other reasonable costs and expenses incurred by any Buyer Indemnitee in procuring such recovery; provided, however, that once (A) if Parent or any Company pays to any Buyer Indemnitee an amount in respect of Losses and any Buyer Indemnitee thereafter receives from a third party a sum in respect of such aggregate Losses, then Buyer shall promptly tender to Parent an amount equal to the lesser of such sum and the amount that Parent or such Company paid in respect of such Losses; and (B) Buyer shall, and shall cause the other Buyer Indemnitees to, use commercially reasonable efforts to obtain available recoveries as contemplated by clauses (ii) and (iii) of this Section 8.4(d); provided that such commercially reasonable efforts shall not obligate Buyer or any Buyer Indemnitee to expend any amount of money other than de minimis amounts (unless such Losses exceeds other amounts are advanced by Parent or the BasketCompanies), Seller commence any Action, or otherwise take any action that could reasonably be expected to have an adverse impact on the Business; (e) no party shall be liable for any punitive or exemplary damages (except to the entire amount of such Losses otherwise recoverable under Section 6.2(aextent paid in connection with a Third Party Claim or Fraud).; and (cf) Seller shall not have any obligation to indemnify Purchaser the Buyer Indemnitees with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) in excess of an aggregate amount equal to $1,000,000 (the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) pursuant to a breach or inaccuracy of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,000. (d) Notwithstanding anything to the contrary in this Agreement, each Party’s rights to indemnification and any other recovery under law or equity with respect to Losses based upon fraud, willful misconduct or intentional misrepresentation, shall not be limited entitled to recover Losses pursuant to clause (iii) of Section 8.2(a) in respect of any wayEnvironmental Liability that is discovered through or during any intrusive or subsurface investigations or other sampling of environmental media undertaken other than (i) in connection with any necessary or ordinary course maintenance or repairs, including (ii) in connection with any improvement, remodel or development activity at any Theatre, (iii) as required by any Law or at the direction of a Governmental Entity, or (iv) as deemed necessary or advisable by Buyer based on the terms and conditions advice of this Agreementcounsel.