Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. (a) To Notwithstanding the extent provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the Partnership Indemnitees are liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification for Damages pursuant from Seller in an amount equal to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent the Buyer Indemnified Losses. In no event shall the aggregate liability of the Consideration Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “DeductibleCeiling Amount”). Notwithstanding the foregoing, and then only neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the extent representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductiblepayment. (b) Notwithstanding clause (a) abovethe provisions of Section 7.3, (i) Buyer shall not be required to indemnify or hold harmless any of the extent Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the Partnership Indemnitees are liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations or and warranties of Buyer set forth in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap4.6. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate The amount of Damages exceeds indemnity claim hereunder shall be reduced by the Deductibleamount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, that the Partnership foregoing shall not be liable for Damages pursuant bar any insurance company that has made any payment to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Capsubrogation. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Agreement Article 7 shall be the exclusive remedy of the parties with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of any claims between the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under parties concerning this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyother Transaction Agreements.

Limitations on Indemnification. (a) To Notwithstanding the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to foregoing provisions of this Article 7 and except as set forth in Section 8.2(a7.4(d), Rice the Seller and the Member shall not be required to defend, indemnify or hold the Buyer Indemnified Persons harmless under Section 7.2 unless and until the aggregate Losses for which the Seller and the Member are liable for those Damages unless the thereunder exceed a cumulative aggregate amount of Damages exceeds one percent of the Consideration $20,000 (the “DeductibleBasket”), and then only in which event the Buyer Indemnified Persons (as a group) shall, subject to the extent other limitations herein, be indemnified by the Seller and the Member for all such Losses including the amount of the Basket. Except as set forth in Section 7.4(d), the aggregate liability of the Seller and the Member on account of any such excess; provided, however, that Rice Seller Indemnifiable Matters shall not be liable for Damages pursuant limited to Section 8.2(a) that exceed, in an aggregate amount equal to the aggregate, fifteen percent of the Consideration Purchase Price (the “Cap”) less the Deductible). (b) Notwithstanding clause the foregoing provisions of this Article 7 and except as set in Section 7.4(d), the Buyer shall not be required to defend, indemnify or hold the Seller Indemnified Persons harmless under Section 7.3 unless and until the aggregate Losses for which the Buyer is liable thereunder exceed the Basket, in which event the Seller Indemnified Persons (aas a group) aboveshall, (i) subject to the extent other limitations herein, be indemnified by the Partnership Indemnitees are entitled to indemnification Buyer for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy all such Losses including the amount of the representations or warranties Basket. Except as set forth in Section 3.117.4(d), Rice the aggregate liability of the Buyer on account of Buyer Indemnifiable Matters shall be fully liable for such Damages without regard limited to the Deductible or the Cap and (ii) an aggregate amount equal to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To Notwithstanding the extent the Rice Indemnitees are foregoing provisions of this Article 7 and except as set in Section 7.4(d), no party shall be entitled to indemnification for Damages under this Article 7 with respect to incidental damages, special damages, exemplary damages, or punitive damages (other than such incidental, special, exemplary, or punitive damages recoverable by a third party pursuant to Section 8.1(aa Third Party Claim), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) abovethe foregoing, (i) neither the Cap nor the Basket shall apply to Losses resulting from, arising out of, or caused by (1) a breach by the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraudBuyer, the Partnership shall be fully liable for such Damages without regard to the Deductible Seller or the Cap Member of a Fundamental Representation or (2) the Seller and the Member’s indemnity obligations set forth in Sections 7.2(c), (d), (e), (f), (g), or (h), and (ii) to none of the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental RepresentationCap, the Partnership Basket nor the limitations of Section 7.4(c) shall be fully liable for such Damages without regard apply to Losses directly or indirectly incurred in connection with or as a result of fraud by any of the Deductible Buyer, the Seller or the CapMember. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth All references in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge “materiality,” “in all material respects,” “Material Adverse Effect” and other terms derived therefrom shall be disregarded for purposes of determining the breach or violation of, or inaccuracy with respect to, any representation or warranty amount of the Partnership Losses for which a party shall be indemnified under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyArticle 7.

Limitations on Indemnification. (a) To Notwithstanding the extent foregoing, HOLDING, NEWCO, the Partnership Indemnitees are entitled to indemnification for Damages Surviving Corporation and the other persons or entities indemnified pursuant to Section 8.2(a), Rice 11.1 or 11.2 shall not be liable assert any claim for those Damages unless indemnification hereunder against the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”)STOCKHOLDERS unless, and then only solely to the extent that, the aggregate of any all claims which such excess; persons and entities may have against such STOCKHOLDERS shall exceed, in the aggregate for all such claims, 2.0% of the sum of (i) the cash paid to STOCKHOLDERS plus (ii) the value (determined in accordance with the last paragraph of Section 11.5) of the HOLDING Stock delivered to STOCKHOLDERS (the "Indemnification Threshold"), provided, however, that Rice except with respect to the matters specified on Schedule 11.5, HOLDING, NEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.1(iv) or 11.1(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) or 11.1(v) shall not be liable counted towards the Indemnification Threshold, other than with respect to the matters specified in Schedule 11.5 which shall count toward the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for Damages pursuant indemnification hereunder against HOLDING or NEWCO until such time as, and solely to Section 8.2(a) that the extent that, the aggregate of all claims which the STOCKHOLDERS may have against HOLDING or NEWCO shall exceed, in the aggregateaggregate for all such claims, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above$100,000, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership STOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any of HOLDING or NEWCO exceeds $100,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are counted towards such $100,000 amount. No person shall be entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.this

Limitations on Indemnification. (a) To Notwithstanding the extent foregoing, HOLDING, NEWCO, the Partnership Indemnitees are entitled to indemnification for Damages Surviving Corporation and the other persons or entities indemnified pursuant to Section 8.2(a), Rice 11.1 or 11.2 shall not be liable assert any claim for those Damages unless indemnification hereunder against the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”)STOCKHOLDERS unless, and then only solely to the extent that, the aggregate of any all claims which such excess; persons and entities may have against such STOCKHOLDERS shall exceed, in the aggregate for all such claims, 2.0% of the sum of (i) the cash paid to STOCKHOLDERS plus (ii) the value (determined in accordance with the last paragraph of Section 11.5) of the HOLDING Stock delivered to STOCKHOLDERS (the "Indemnification Threshold"), provided, however, that Rice except with respect to the matters specified on Schedule 11.5, HOLDING, NEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.1(iv) or 11.1(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) or 11.1(v) shall not be liable counted towards the Indemnification Threshold, other than with respect to the matters specified in Schedule 11.5 which shall count toward the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for Damages pursuant indemnification hereunder against HOLDING or NEWCO until such time as, and solely to Section 8.2(a) that the extent that, the aggregate of all claims which the STOCKHOLDERS may have against HOLDING or NEWCO shall exceed, in the aggregateaggregate for all such claims, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above$100,000, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership STOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any of HOLDING or NEWCO exceeds $100,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be liable for Damages pursuant counted towards such $100,000 amount. No person shall be entitled to indemnification under this Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) 11 if and to the extent the Rice Indemnitees are entitled that such person's claim for indemnification is directly or indirectly related to indemnification for Damages for claims arising from frauda breach by such person of any representation, the Partnership shall be fully liable for such Damages without regard to the Deductible warranty, covenant or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies other agreement set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge Agreement. Notwithstanding any other term of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given except the proviso to the Partnershipthis sentence), and nonetheless no STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such STOCKHOLDER in connection with the Merger, provided that a STOCKHOLDER's indemnification obligations pursuant to the Closing, Rice Section 11.1(iv) or 11.1(v) shall not be deemed to have waived any rights and remedies limited. Indemnity obligations hereunder may be satisfied through the payment of cash or the delivery of HOLDING Stock, or a combination thereof as determined by the Indemnifying Party in its sole discretion. For purposes of calculating the value of the HOLDING Stock received or delivered by a STOCKHOLDER (for purposes of determining the Indemnification Threshold, limitation on indemnity set forth in this Agreement with respect to such breach or inaccuracythe second preceding sentence and the amount of any indemnity paid), the HOLDING Stock shall be valued at its initial public offering price as set forth in the Registration Statement.

Limitations on Indemnification. The following limitations shall apply with regard to the Equityholders’ obligations to indemnify the Buyer Indemnified Parties pursuant to Section 9.01: (a) To the extent the Partnership Indemnitees are entitled The Equityholders’ liability to indemnification for Damages indemnify pursuant to Section 8.2(a)9.01(a) for any breach by any Seller or the Company of any of their representations or warranties herein (other than representations or warranties under Section 4.19 hereof, Rice Fundamental Matters, or fraud, intentional misrepresentation or willful misconduct) shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen an amount equal to twenty-five percent (25%) of the Consideration (Purchase Price received by or owed to the “Cap”) less the Deductible.Equityholders; (b) Notwithstanding clause (aThe Equityholders’ liability to indemnify pursuant to Section 9.01(a) above, (i) to for any breach by any Seller or the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy Company of the any of their representations or warranties under Section 4.19 hereof shall not exceed, in Section 3.11the aggregate, Rice shall be fully liable for such Damages without regard an amount equal to fifty percent (50%) of the Purchase Price received by or owed to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the DeductibleEquityholders; provided, however, that the Partnership shall not be liable for Damages Equityholders’ liability to indemnify pursuant to Section 8.1(a9.01(a) that for any breach by any Seller or the Company of any of their representations or warranties under Section 4.19(c)(i) or 4.19(c)(iii) hereof with respect to claims of infringement of third party patents shall not exceed, in the aggregate, an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) of the Cap less Purchase Price received by or owed to the Deductible.Equityholders; (c) Each Equityholder’s liability to indemnify pursuant to Section 9.01(a) or Section 9.01(b) for any breach by any Equityholder or the Company of any Fundamental Matters (other than fraud, intentional misrepresentation or willful misconduct) herein, and, subject to Section 9.03(d), each Equityholder’s liability to indemnify pursuant to Section 9.01(c) for Damages resulting from fraud, intentional misrepresentation or willful misconduct, shall never exceed, in the aggregate, an amount equal to one hundred percent (100%) of the Purchase Price received by or owed to such Equityholder; (d) Notwithstanding clause (c) above, (i) Each Equityholder’s liability to the extent the Rice Indemnitees are entitled to indemnification indemnify for Damages for claims arising resulting from fraud, intentional misrepresentation or willful misconduct by any of the Partnership Equityholders or the Company in the negotiation or execution of this Agreement shall be fully liable for unlimited in the event that such Damages without regard to Equityholder has committed or is otherwise complicit (in such Equityholder’s capacity as an officer, director or employee of the Deductible Company, as holder of Seller Shares or the Cap and (iiOptions or otherwise) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breachin such fraud, violation intentional misrepresentation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap.willful misconduct; and (e) Notwithstanding anything The Equityholders will not have any liability for any Damages for any breach by the Sellers or the Company of their respective representations or warranties herein (other than Fundamental Matters or fraud, intentional misrepresentation or willful misconduct) unless and until the aggregate Damages for which the Buyer Indemnified Parties are entitled to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice recover under this Agreement and the Related Agreements for any breach by the Sellers or the Company of their respective representations or warranties contained herein or therein (regardless of whether such knowledge is obtained by inspection other than Fundamental Matters or investigation conducted by fraud, intentional misrepresentation or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Ricewillful misconduct), and nonetheless proceeds exceeds in the aggregate an amount equal to One Hundred Thousand Dollars ($100,000.00) (the Closing“Seller Threshold Amount); provided, however, once such amounts exceed the Seller Threshold Amount, the Partnership Buyer Indemnified Parties will be entitled to recover all such Damages to which they are entitled including Damages and other expenditures incurred to reach the Seller Threshold Amount. (f) The Equityholders shall not be deemed required to have waived indemnify pursuant to Section 9.01(a) for any rights and remedies set forth in this Agreement with respect breach by any Seller or the Company of any of their representations or warranties under Section 4.07 or Section 4.08 hereof to the extent such breach or inaccuracy, or (y) Rice obtains knowledge results solely from the failure of the breach Company’s method of accounting for commissions payable on a cash received basis to comply with GAAP or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time Buyer’s accounting policies and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyprocedures.

Limitations on Indemnification. (a) To The Vendors’ total liability in respect of all claims under the extent the Partnership Indemnitees are entitled warranties and representations is limited to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent 10% of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the DeductibleTotal Consideration. (b) Notwithstanding clause Vendors are not liable in respect of a claim under the warranties and representations unless and until liability determined in respect of any such claim, when aggregated with any other amount or amounts of liability determined in respect of other claims under the warranties and representations exceeds 2% of the Total Consideration (aexcluding interest, costs, etc.) abovein which event all the claims under the warranties and representations will be recoverable hereunder including those within the 2 % threshold, provided that the other limitations contained in Section 6.6 hereof will remain unaffected. (c) The Vendors are not liable in respect of a claim under the warranties and representations unless and until liability determined in respect of any such claim exceeds 0,2% of the Total Consideration (excluding interest, costs, etc.). (d) The Vendors are not liable for a claim under the warranties and representations unless the Purchaser has given the Vendor notice of the claim setting out full particulars of the grounds on which such claim is based on or before the end of the 9th calendar month following the date of the Closing or 30 April 2005, whichever is the later. (e) The Vendors shall not be liable under this Agreement in respect of any claim to the extent that a provision or reserve is made in the Accounts for the matter giving rise to the claim. (f) The Purchaser shall not be entitled to recover damages or otherwise obtain reimbursement or restitution more than once in respect of any individual breach of the warranties and representations where the Purchaser would thereby reap a windfall. In particular, the Vendors shall not be liable in respect of any claim (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims that any losses arising from fraud such claim are covered by a policy of insurance in force on the date of Closing or Damages for Taxes arising from a breach, violation would have been so covered had such policy of insurance been maintained beyond Closing; or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) for any losses suffered by the Purchaser or the Company to the extent of any actual monetary savings realized by the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible Purchaser or the CapCompany directly corresponding to such losses. (cg) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership The Vendors shall not be liable under this Agreement for those Damages unless any losses to the aggregate amount extent that such losses arise out of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible.or result from: (d) Notwithstanding clause (c) above, (i) to any act taken by the extent Company after the Rice Indemnitees are entitled to indemnification Closing other than acts taken for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and purpose of mitigating losses; (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breachany change in accounting or taxation policy, violation bases or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge practice of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to Company introduced after the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. The indemnification provided for in this Article 9 shall be subject to the following limitations: (ai) To The Sellers shall not be obligated to pay any amounts for indemnification under this Article 9, except in respect of those claims based upon, arising out of or otherwise in respect of (A) Section 3.1 (Due Incorporation and Authority), Section 3.2 (Company Authorization and Validity of Agreement), Section 3.3 (Sellers Authorization and Validity of Agreement), Section 3.4 (Outstanding Capital Stock), Section 3.5 (Title to the extent Shares), Section 3.6 (Options, Warrants or Other Rights), Section 5.5 (Expenses) or Section 5.6 (Indemnification of Brokerage) hereof, (collectively, the Partnership Indemnitees are entitled "Basket Exclusions"), or (B) the Receivables Exclusion (as defined in Section 9.5(ii) below), until the aggregate amount for which indemnification has been claimed pursuant to Article 9 hereof, exclusive of the Basket Exclusions and the Receivables Exclusion, exceeds Thirty Thousand Dollars ($30,000) (the "Basket Amount"), whereupon the Sellers shall be obligated to pay in full all amounts due pursuant to this Article 9, including the entire Basket Amount. (ii) The Sellers shall not be obligated to pay any amounts for indemnification with respect to a particular account receivable of the Company, until that account receivable is in excess of ninety (90) days past due, and the Company has not been able to collect such receivable using means consistent with the Company's past practices in the ordinary course of business. In addition to the foregoing, the Sellers shall not be obligated to pay any amounts for Damages indemnification under this Article 9 for claims based upon, arising out of or otherwise in respect of Section 3.21 (Receivables) (the "Receivables Exclusion") until the aggregate amount for which indemnification has been claimed pursuant to Article 9 hereof exceeds Seventy Five Thousand Dollars ($75,000) (the "Receivables Basket Amount"), whereupon the Sellers shall be obligated to pay in full all amounts in excess of the Receivables Basket Amount. (iii) Except as otherwise provided in this Section 9.5, Sellers shall be obligated to pay the Basket Exclusions without regard to the individual or aggregate amounts thereof and without regard to whether the aggregate of all other indemnification payments shall have exceeded, in the aggregate, the Basket Amount. (iv) No Seller shall be obligated to pay any amount for indemnification under this Article 9 in excess of the portion of the Purchase Price received by such Seller pursuant to Section 8.2(a1.2 hereof (with respect to each Seller, the "Individual Indemnification Cap"), Rice . The Buyer shall not be liable for those Damages unless entitled to enforce the aggregate amount of Damages exceeds one percent full indemnification obligation of the Consideration (Sellers pursuant to this Article 9 from any individual Seller, all of the “Deductible”)Sellers collectively, and then only to or any combination of the extent of any such excessSellers; provided, however, that Rice in no event shall any Seller be obligated to pay any amount for indemnification in excess of such Seller's Individual Indemnification Cap. The Buyer shall not be liable for Damages required to enforce such indemnification obligation of the Sellers against the Sellers collectively on a pro-rata basis, or to pursue or join any other Seller in an action to enforce its indemnification rights pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductiblethis Article 9. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. (a) To No claim shall be made unless, and only to the extent that, the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate cumulative amount of Damages incurred buy the Indemnified Persons exceeds one percent of the Consideration *** (the “DeductibleBasket”), and then only upon exceeding such amount, the Indemnified Persons shall be entitled to be indemnified for all Damages (including all Damages below such amount). Notwithstanding the foregoing, any claim in respect of a dispute relating to the Working Capital may be made by the Indemnified Persons without regard to the Basket. (b) Notwithstanding anything to the contrary set forth in this Agreement, the total Damages payable by Sellers pursuant to Section 6.2 shall not exceed an amount equal to *** percent (***%) of the Aggregate Purchase Price (the “Cap”), except to the extent (i) such Damages are due to fraud or intentional misrepresentation of any of the Sellers, or (ii) such excessDamages are due to a breach of a Fundamental Representation; provided, however, that Rice in no event shall not be liable for the aggregate amount of Damages recoverable from any Seller pursuant to Section 8.2(a) that exceed6.2 exceed *** ; and provided further, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice any *** shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising excluded from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or counting towards the Cap. (c) To Notwithstanding anything to the extent contrary set forth in this Agreement, the Rice Indemnitees are entitled to indemnification for total Damages payable by Purchaser pursuant to Section 8.1(a), the Partnership 6.3 shall not be liable for those exceed the Cap, except to the extent (i) such Damages unless are due to fraud or intentional misrepresentation of any of the aggregate amount Purchaser, or (ii) such Damages are due to a breach of Damages exceeds the Deductiblea Fundamental Representation; and provided, however, that any *** shall be excluded from counting towards the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the DeductibleCap. (d) Notwithstanding clause (c) above, (i) With respect to any Damages recoverable by the extent Purchaser Indemnified Persons for the Rice Indemnitees are entitled matters referred to indemnification for Damages for claims arising from fraudin Section 6.2, the Partnership Purchaser Indemnified Persons shall be fully liable for such Damages without regard obligated to first exhaust the Deductible General Escrow Amount or any right of set-off pursuant to Section 6.9 hereof or Section 7.3 of the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the CapPreferred Stock Purchase Agreement before proceeding against any Seller. (e) Notwithstanding anything to Neither the contrary Sellers nor Purchaser shall have any liability under any provision of this Agreement for any multiple of damages or diminution in this Agreementvalue, if (x) the Partnership obtains knowledge other than for diminution in value of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to RiceProduct(s), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) 8.6.1 Notwithstanding anything to the contrary set forth in this AgreementArticle 8, if (x) the Partnership obtains knowledge Buyer Indemnified Parties shall not be entitled to indemnification for any breach of the breach or violation of, or inaccuracy with respect to, any representation or warranty or covenants made by Seller Parties pursuant to Section 8.1 of Rice this Agreement, unless and until the aggregate amount of all Losses sustained by Buyer Indemnified Parties exceeds an amount equal to $500,000 (the "Trigger Amount"), it being understood and agreed that once such Losses sustained by the Buyer Indemnified Parties exceed the Trigger Amount, Seller Parties shall be responsible for all Losses incurred by the Buyer Indemnified Parties without regard to the aforementioned Trigger Amount; provided that Seller Parties’ maximum liability under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds Article 8 shall not exceed $1,500,000. 8.6.2 Notwithstanding anything to the Closing, the Partnership shall not be deemed to have waived any rights and remedies contrary set forth in this Agreement with respect Article 8, Seller Indemnified Parties shall not be entitled to such indemnification for any breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty or covenants made by Buyer Parties pursuant to Section 8.1 of this Agreement, unless and until the Partnership aggregate amount of all Losses sustained by Seller Indemnified Parties exceeds the Trigger Amount, it being understood and agreed that once such Losses sustained by the Seller Indemnified Parties exceed the Trigger Amount, Buyer Parties shall be responsible for all Losses incurred by the Seller Indemnified Parties without regard to the aforementioned Trigger Amount; provided that Buyer Parties’ maximum liability under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice Article 8 shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyexceed $1,500,000.

Limitations on Indemnification. (a) To the extent that the Partnership Indemnitees are Company Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.2(a)6.1, Rice SEP I shall not be liable for those only if (i) the Damages unless the aggregate amount of Damages exceeds one percent of the Consideration with respect to a claim exceed $100,000 (the “DeductibleMinimum Claim Amount”), ) and then only to (ii) the extent of any such excess; provided, however, Damages for all claims that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed the Minimum Claim Amount exceed, in the aggregate, fifteen percent of the Consideration $2,000,000 (the “CapDeductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) less the DeductibleDeductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunder. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are Contributing Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.1(a)6.2, the Partnership Company shall not be liable only if (i) the Damages with respect to a claim exceed the Minimum Claim Amount and (ii) the Damages for those Damages unless all claims that exceed the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that Minimum Claim Amount exceed, in the aggregate, the Cap less Deductible Amount, and then the Deductible. (d) Company shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall the Company’ aggregate liability to the Contributing Indemnified Parties under Section 6.2 exceed the Ceiling Amount. Notwithstanding clause (c) abovethe foregoing, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible Amount shall not apply to breaches or the Cap inaccuracies of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.6(a) and (ii) the Ceiling Amount shall not apply to (i) breaches or inaccuracies of representations and warranties contained in Section 4.6(a) or (ii) Post-Closing Liabilities; provided, that the Company’s aggregate liability for a breach or inaccuracy of such Section 4.6(a) shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by the Company hereunder. (c) Additionally, neither the Company, on the one hand, nor SEP I, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent the Rice Indemnitees are entitled resulting pursuant to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the CapIndemnity Claims. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice The Company shall not be liable for those Damages unless Losses as a result of, arising out of or relating to claims for indemnification under Section 5.2(a) until the aggregate amount of Damages all such Losses exceeds one percent of the Consideration $500,000 (the “DeductibleBasket”), and then only at which point the Company shall be liable for the amount of such Losses in excess of the Basket, subject to Section 5.5(b). Notwithstanding the previous sentence, the Company shall be liable for all Losses (without giving effect to the extent Basket), subject to Section 5.5(b), as a result of, arising out of any such excess; providedor relating to claims for indemnification under Section 5.2(a) for a breach of Section 2.2, however, that Rice Section 2.3(a) or Section 2.4. The Investor shall not be liable for Damages Losses as a result of, arising out of or relating to claims for indemnification under Section 5.3(a) until the aggregate amount of all such Losses exceeds the Basket, at which point the Investor shall be liable for the amount of such Losses in excess of the Basket, subject to Section 5.5(b). Notwithstanding the previous sentence, the Investor shall be liable for all Losses (without giving effect to the Basket), subject to Section 5.5(b), as a result of, arising out of or relating to claims for indemnification under Section 5.3(a) for a breach of Section 3.2. (b) The aggregate amount of Losses for which the Investor Indemnified Parties may be entitled to indemnification pursuant to Section 8.2(a5.2(a) that exceed, in shall not exceed the aggregate, fifteen percent sum of the Consideration $15,000,000 (the “Cap”) less ). Notwithstanding the Deductible. (b) Notwithstanding clause (a) aboveprevious sentence, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds Losses for which the Deductible; provided, however, that the Partnership Investor Indemnified Parties shall not be liable as a result of, arising out of or relating to claims for Damages indemnification under Section 5.3(a) for a breach of Section 3.2 shall be an amount equal to the sum of the Initial Closing Purchase Price and the Subsequent Closing Purchase Price. The aggregate amount of Losses for which the Company Indemnified Parties may be entitled to indemnification pursuant to Section 8.1(a5.3(a) that exceed, in shall not exceed the aggregateCap. Notwithstanding the previous sentence, the Cap less aggregate amount of Losses for which the Deductible. (dCompany Indemnified Parties shall be liable as a result of, arising out of or relating to claims for indemnification under Section 5.2(a) Notwithstanding clause (cfor a breach of Section 2.2, Section 2.3(a) above, (i) or Section 2.4 shall be an amount equal to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge sum of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Initial Closing Purchase Price and the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracySubsequent Closing Purchase Price.

Limitations on Indemnification. (a) To 12.3.1 In no event shall the extent the Partnership Indemnitees are entitled to indemnification total amount of Losses for Damages which Buyer is liable pursuant to Section 8.2(a)12.2.1 exceed (i) with respect to Bank of America, Rice the BANA Purchase Price, plus the BofA Strategic Purchase Price, and (ii) with respect to Barclays, the Barclays Purchase Price. 12.3.2 Subject to Section 12.3.5, in no event shall not the total amount of Losses (i) for which BANA is liable pursuant to Section 12.2.2 exceed the BANA Purchase Price, (ii) for which BofA Strategic is liable pursuant to Section 12.2.2 exceed the BofA Strategic Purchase Price (except that BofA Strategic may be liable for those Damages unless the aggregate amount up to $100,000,000 of Damages exceeds one percent of the Consideration (the “Deductible”Losses pursuant to Section 12.2.2(a)), and then only or (iii) for which Barclays is liable pursuant to Section 12.2.2 exceed the extent of any such excessBarclays Purchase Price; provided, however, that Rice in no event shall the aggregate amount of Losses for which Bank of America is liable pursuant to Section 12.2.2 exceed the BANA Purchase Price plus the BofA Strategic Purchase Price. 12.3.3 Notwithstanding anything to the contrary contained in this Agreement, the Buyer shall not be liable for Damages any claim for indemnification pursuant to Section 8.2(a) that exceed, in 12.2.1 unless and until the aggregate, fifteen percent aggregate amount of the Consideration Losses which may be recovered from Buyer equals or exceeds $250,000 (the “CapBasket”) less ), it being understood and agreed that the Deductibleamount of such Basket shall then be recoverable, together with all other Losses under Section 12.2.1 in excess thereof, subject to the other limitations set forth in this Article 12. (b) 12.3.4 Notwithstanding clause (a) above, (i) anything to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties contrary contained in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a)this Agreement, the Partnership Sellers shall not be liable for those Damages any claim for indemnification pursuant to Section 12.2.2 unless and until the aggregate amount of Damages Losses which may be recovered from Sellers equals or exceeds the Deductible; providedBasket, however, it being understood and agreed that the Partnership amount of such Basket shall not then be liable for Damages pursuant to recoverable, together with all other Losses under Section 8.1(a) that exceed12.2.2 in excess thereof, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) subject to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies other limitations set forth in this Agreement Article 12. 12.3.5 In no event shall the total amount of Losses for which Sellers are liable under Section 12.2.2 as a result of any Proceeding instituted by a Bridge Equity Provider (as defined in the Bridge Equity Providers Agreement) against any Seller, any Buyer Indemnified Party or any Archstone Entity exceed $10,000,000 in the aggregate. In addition, in no event shall any Seller be liable under Section 12.2.2 for any Losses with respect to any Proceedings instituted by a Bridge Equity Provider (as defined in the Bridge Equity Providers Agreement) against any Seller, any Buyer Indemnified Party or any Archstone Entity after the Closing Date. Nothing in this Section 12.3.5 shall be deemed to limit the obligations of any Seller to indemnify the Buyer Indemnified Parties for Losses arising from any actual breach or inaccuracy of any Seller Fundamental Representation set forth in Section 4.4, other than for any such Losses that shall consist of legal fees, costs of investigation and defense, court costs and other litigation expenses incurred in connection with a Proceeding instituted by a Bridge Equity Provider, which shall be subject to the limitation set forth in this Section 12.3.5. 12.3.6 For any matters that are indemnifiable by any Indemnifying Party under Section 12.2.1 or Section 12.2.2, (a) if any Losses with respect to such breach or inaccuracymatters are out-of-pocket Losses, then such Losses shall not be payable to the Indemnified Party until such expense has actually been incurred and an invoice related thereto has been submitted for payment, or (yb) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, if any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given Losses relate to the Partnership)settlement of any claim or judgment, and nonetheless proceeds to the Closing, Rice then such Losses shall not be deemed payable to have waived the Indemnified Party until the earliest of (i) the time when such settlement amount or judgment-related amount has actually been paid, (ii) with respect to any rights judgment, when the judgment has become final and remedies non-appealable, and (iii) when a surety bond in respect thereof is required to be posted. 12.3.7 With respect to Losses arising from a breach of a Seller Fundamental Representation that does not relate solely to a single Seller or the Purchased Interests sold by a single Seller and with respect to any matter set forth in this Agreement with respect Section 12.2.2(b) or (c), each Seller shall be responsible for its ratable portion of such Losses based on the percentage of the aggregate purchase price paid by Buyer hereunder that was received by such Seller. 12.3.8 Each Seller shall only be responsible to the Buyer Indemnified Parties for such breach or inaccuracySeller’s Proportionate Share of any Losses incurred by any Archstone Entity.

Limitations on Indemnification. Notwithstanding any other provision of this Agreement: (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages No Escrowed Funds shall be paid pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless Article IV by the Escrow Agent to the Parent Indemnified Stockholders in respect of Parent Losses (i) until the aggregate amount of Damages Parent Losses exceeds one percent on a cumulative basis $250,000, provided that no Loss shall be included in the calculation of the Consideration aggregate Parent Losses set forth in this clause (i) other than individual Losses in excess of $1,000, or (ii) for individual or cumulative Parent Losses in excess of the “Deductible”)Escrowed Amount. Notwithstanding any provision herein, and then only no Escrowed Funds shall be paid by the Escrow Agent to the extent of Parent Indemnified Stockholders pursuant to Article IV with respect to Parent Losses resulting from any special or punitive damages or any Losses that are not reasonably foreseeable or reasonably related to the breach giving rise to such Loss. Parent, RGGPLS and Xxxxxxx shall cooperate with each other with respect to resolving any claim or liability that may lead to Parent Losses hereunder including by making commercially reasonable efforts to mitigate or resolve any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible.claim or liability; (b) Notwithstanding clause (a) aboveXxxxxxx and Parent further acknowledge and agree that, other than (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy representations and warranties of the representations or warranties Company contained in Section 3.11, Rice shall be fully liable for such Damages without regard to Article III of the Deductible or the Cap Merger Agreement and (ii) the covenants of the Company contained in the Merger Agreement, there are no representations, warranties or covenants of the Company either expressed or implied with respect to the extent transactions contemplated by the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation Merger Agreement or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap.this Agreement; and (c) To Parent and Xxxxxxx further agree that the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Escrowed Funds shall not be liable for those Damages unless paid by the aggregate amount of Damages exceeds Escrow Agent to the Deductible; provided, however, that the Partnership shall not be liable for Damages Parent Indemnified Stockholders pursuant to Section 8.1(a) that exceedArticle IV in respect of any Parent Losses if the fact, in the aggregatematter, the Cap less the Deductible. (d) Notwithstanding clause (c) above, event or occurrence giving rise to such Parent Losses (i) to was disclosed in the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraudMerger Agreement, the Partnership shall be fully liable for such Damages without regard to the Deductible Company Disclosure Letter or the Cap and any other Transaction Agreement, or (ii) to is reserved against or reflected in the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the CapCompany Financial Statements. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not that SHLX Indemnified Parties would otherwise be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership SPLC shall not be liable only if (i) the Damages with respect to any individual claim exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Claim Amount”) and (ii) the Damages for those Damages unless all claims that exceed the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($1,000,000) (the Cap less “Deductible Amount”), and then SPLC shall be liable only for Damages to the Deductibleextent of any excess over the Deductible Amount. In no event shall SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 and Section 8.3 exceed 20% of the Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Subject Interests), Section 3.9 (Taxes), Section 3.16 (Brokerage Arrangements) and Section 3.17 (Books and Records) or breaches of the covenants in Section 2.4 (Purchase Price Adjustment), provided, that SPLC’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall not exceed the Consideration. (db) Notwithstanding clause (c) aboveFor purposes of determining the amount of Damages, (i) with respect to the extent the Rice Indemnitees are entitled to any asserted claim for indemnification for Damages for claims arising from fraudby a SHLX Indemnified Party, the Partnership such determination shall be fully liable for such Damages made without regard to any qualifier as to “material,” “materiality” or SPLC Material Adverse Effect expressly contained in Article III (except in the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge case of the term Material Contract); provided that this Section 8.7(b) shall not so modify the representations and warranties for purposes of first determining whether a breach or violation of, or inaccuracy with respect to, of any representation or warranty of Rice has occurred. (c) Additionally, neither SPLC, on the one hand, nor SHLX and Operating, on the other hand, will be liable as an indemnitor under this Agreement (regardless of whether such knowledge is obtained for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by inspection the indemnified party or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds parties except to the Closing, the Partnership shall not be deemed extent resulting pursuant to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracythird party indemnity claims.

Limitations on Indemnification. (a) To No Indemnifying Party shall be required to indemnify an Indemnified Party hereunder except to the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless that the aggregate amount of Damages Losses for which the Indemnified Party is otherwise entitled to indemnification pursuant to this Section 9 exceeds one an amount equal to ten percent (10%) of the Consideration Indemnification Cap under Section 9.5(b) (the “Deductible”"Indemnification Threshold"), and then only whereupon the Indemnified Party shall be entitled to be paid the excess of the aggregate amount of all such Losses over the Indemnification Threshold, subject to the extent limitations on maximum amount of any such excessrecovery set forth in Section 9.5(b) hereof; provided, howeverthat Losses related to or arising directly or indirectly out of any claims for indemnification made by the Buyer under Section 9.1 hereof with respect to (i) any inaccuracies in any representation or warranty made by the Sellers in Sections 3.5 or 3.6 hereof, that Rice or (ii) any breach of any covenant, obligation or undertaking of the Sellers under this Agreement (collectively, "Purchase Price Limited Claims"), shall not be liable for Damages pursuant subject to the limitations set forth in this Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible9.5(a). (b) Notwithstanding clause The aggregate amount of Losses payable by the Sellers on the one hand, and the Buyer on the other hand, pursuant to this Section 9 with respect to all claims for indemnification (aexcluding Purchase Price Limited Claims) aboveshall not exceed ten percent (10%) of the Purchase Price. The aggregate amount of Losses payable by the Sellers on the one hand, and the Buyer on the other hand, pursuant to this Section 9 with respect to all claims for indemnification, (iincluding Purchase Price Limited Claims) to shall not exceed the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the CapPurchase Price. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership No Indemnifying Party shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages any Losses pursuant to this Section 8.1(a) that exceed, 9 unless a written claim for indemnification in accordance with Section 9.4 hereof is given by the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) Indemnified Party to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy Indemnifying Party with respect to, any representation or warranty of Rice under this Agreement thereto within one (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to 1) year after the Closing, the Partnership except that this time limitation shall not be deemed apply to have waived any rights and remedies set forth Losses related to or arising directly or indirectly out of any Purchase Price Limited Claims, as to which in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge each case the applicable statute of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice limitations shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyapply.

Limitations on Indemnification. (a) To Any Indemnifiable Claim shall be limited to the extent amount of actual damages sustained by the Partnership Indemnitees Indemnified Party by reason of such breach or nonperformance, less the dollar amount of any Insurance Proceeds actually received by the Indemnified Party with respect to such Losses. If after the payment of an Indemnifiable Claim by the Indemnifying Party insurance proceeds are entitled received by the Indemnified Party with respect to indemnification for Damages pursuant such Indemnifiable Claim, such proceeds will promptly be repaid by the Indemnified Party to Section 8.2(a)the Indemnifying Party. (b) Except in the case of fraud or intentional breach, Rice Seller shall not be liable required to indemnify any Buyer Indemnified Person under Sections 12.1(a) unless the aggregate of all amounts for those Damages which indemnity would otherwise be payable by Seller in respect of all such claims by all Buyer Indemnified Persons exceeds $4,000,000 (the “Basket Amount”) and, in such event, Seller shall be responsible only for the amount in excess of the Basket Amount. Except in the case of fraud or intentional breach, Buyer shall not be required to indemnify any Seller Indemnified Person under Sections 12.2(a) unless the aggregate of all amounts for which indemnity would otherwise be payable by Buyer in respect of all such claims by all Seller Indemnified Persons exceeds the Basket Amount, and in such event, Buyer shall be responsible only for the amount in excess of such Basket Amount. Except in the case of fraud or intentional breach, Seller’s indemnity obligations under Sections 12.1(a) and (c) (except in respect of Section 2.3 (Purchase Price Adjustments), Section 2.4 (Procedure to Reconcile Adjustments of Purchase Price for Changes in Net Equity), Section 6.5 (Intangible Property), Section 6.11 (Intercompany Borrowings), Section 6.13 (Pre-Closing Transfer of Assets and Liabilities), Section 6.14 (Funding of Pension Plans), Section 7.2(b) (Indemnity Obligations), Section 7.3 (Noncompetition), 7.7 (Proceeds from Material Investments), Section 9.1(b) (Closing Covenants), Article XIII (Tax Matters) and Article XIV (Employee Benefits)) shall be limited, in the aggregate, to $45,000,000 (the “Cap Amount”). Except in the case of fraud or intentional breach, Buyer’s indemnity obligations under Sections 12.2(a) and (b) (except in respect of Section 2.3 (Purchase Price Adjustments), Section 2.4 (Procedure to Reconcile Adjustments of Purchase Price for Changes in Net Equity), Section 6.5 (Intangible Property), Section 6.14 (Funding of Pension Plan), Section 7.2(b) (Indemnity Obligations), Article XIII (Tax Matters) and Article XIV (Employee Benefits)) shall be limited, in the aggregate, to the Cap Amount. Notwithstanding any other provision of this Section 12.4(b), no Buyer Indemnified Party shall make any claim under Section 12.1, and no Seller Indemnified Party shall make any claim under Section 12.2 unless the aggregate amount of Damages exceeds one percent such claim or series of related claims shall exceed $500, in which case, subject to the other limitations contained herein, the entire amount of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not claim may be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Capmade. (c) To For purposes of Sections 12.1(a) and (b) and 12.2(a), all representations and warranties other than those contained in Section 4.26 shall be read as if references therein to “knowledge of Seller”, “Seller’s knowledge”, “knowledge of Buyer”, “Buyer’s knowledge” were deleted and all representations and warranties other than those contained in Section 4.12 shall be read as if references therein to “Material Adverse Effect”, “in all material respects”, or similar language were deleted; but for these purposes that the defined terms “Material Contracts,” Material Customer Contracts,” Material Intangible Property,” “Material Leases,” “Material License,” “Material Subsidiary,” “Owned Material Intangible Property” and “Seller Owned Material Intangible Property” were not deleted or changed. By way of illustration for purposes of this Section 12.4, (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct, (ii) any representation that a condition exists except to the extent the Rice Indemnitees are entitled that its failure to indemnification for Damages pursuant to Section 8.1(a)exist would not have a Material Adverse Effect on a Person shall be read as a representation that such condition exists, the Partnership and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on a Person shall not be liable for those Damages unless the aggregate amount read as a representation that no incidents of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductiblesuch nature have occurred. (d) Notwithstanding clause This Article XII shall survive the Closing and shall remain in effect (ci) abovewith respect to Sections 12.1(a) and (b) and 12.2(a), for so long as the relevant representations and warranties survive, (iii) with respect to Sections 12.1(c) and 12.2(b) to the extent those Sections relate to covenants to be performed prior to or at the Rice Indemnitees are entitled Closing, until the last day of the fifteenth month following the Closing Date, (iii) with respect to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap Sections 12.1(c) and (ii12.2(b) to the extent those Sections relate to covenants to be performed following the Rice Indemnitees are entitled Closing, until the date which is one year following the earlier to indemnification for Damages for claims arising from a breachoccur of (A) the date on which any such covenant was to be performed or (B) the date on which Buyer or Seller, violation or inaccuracy as the case may be, first became aware of a Partnership Fundamental Representationbreach of any such covenant, (iv) with respect to Section 12.1(d) (other than Actions disclosed on Schedule 4.5 of Seller’s Disclosure Schedule and Professional Malpractice Actions) and 12.1(e) and 12.2(c), (d) and (e), until the Partnership shall be fully liable last day of the eighteenth month following the Closing Date, (v) with respect to Section 12.1(d) for such Damages without regard Actions disclosed on Schedule 4.5 of Seller’s Disclosure Schedule and Section 12.1(h), until barred by the applicable statute of limitations plus thirty days thereafter, (vi) with respect to any Professional Malpractice Action (other than those disclosed on Section 4.5 of Seller’s Disclosure Schedule which are governed by clause (v)), until the Deductible or date which is two and one-half (2 1/2) years following the CapClosing Date, and (vii) with respect to Section 12.1(f), 12.1(g) and 12.2(f), indefinitely. (e) Notwithstanding anything to the contrary in this Agreementforegoing, if (x) the Partnership obtains knowledge parties intend and agree that the obligations of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies parties set forth in Article XIII shall be governed by such Article XIII, and not by this Agreement Article XII, including the limitations contained in this Section 12.4, and the survival period with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice obligations shall not be deemed to have waived any rights and remedies survive as set forth in this Agreement with respect to such breach or inaccuracySection 13.8.

Limitations on Indemnification. (ai) To The indemnification provided in this Article VII shall be the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent sole and exclusive remedy of the Consideration (Parties after the “Deductible”), and then only to the extent of any such excessClosing for monetary damages for Claims; provided, however, that Rice shall this exclusive remedy for damages does not be liable preclude a Party from bringing an action for Damages pursuant (A) fraud or (B) specific performance or other equitable remedy to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductiblerequire a Party to perform its obligations under this Agreement. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary herein, except for Losses arising from fraud, the aggregate Liability of Seller under this Article VII for Losses arising from or attributable to any breach of the representation and warranties and covenants made by Seller in this Agreement or any certificate or other instrument delivered by Seller pursuant to this Agreement (other than the Development and Transition Services Agreement) shall be limited to $10,000,000; provided, however, the foregoing limitation shall not apply to Losses related to Taxes, and provided further that for Losses resulting from breach of Seller’s warranty in Section 4(e) of Exhibit E of this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership foregoing limit shall not apply and instead the limit for such Losses shall be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracythe lesser of (A) $30,000,000, or (yB) Rice obtains knowledge the actual aggregate amount of any milestone payments made to Seller (through the date of termination by ALZA Corporation, hereinafter “ALZA”, that gives rise to Seller’s breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given warranty) pursuant to Section 2.4(a)(iv) and Section 2.4(a)(v) plus the Partnershipamount to be paid to Seller pursuant to Section 2.4(a)(ii). (iii) UNDER NO CIRCUMSTANCES WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS, and nonetheless proceeds to the ClosingLOST OPPORTUNITIES, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyOR ANY OTHER PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES IRRESPECTIVE OF THE THEORY UNDER WHICH SUCH ACTION IS BROUGHT, WHETHER IT WAS CAUSED OR ALLEGEDLY CAUSED BY THE NEGLIGENCE OF SUCH PARTY OR WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT, NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 7.2(d)(iii) SHALL LIMIT OR RESTRICT A PARTY’S INDEMNIFICATION OBLIGATION OR LIABILITY FOR LOSSES WITH RESPECT TO THIRD PARTY CLAIMS PURSUANT TO THIS ARTICLE VII.

Limitations on Indemnification. (a) To Notwithstanding any other provision of this Agreement to the extent the Partnership Indemnitees are entitled to contrary: (i) no SRI Indemnifying Party shall be liable in respect of any indemnification obligation for Damages pursuant under Section 7.1(i) (other than in respect of any failure of the representations in Section 3.4 or Section 3.5(u) to Section 8.2(abe true), Rice shall not be liable for those Damages unless and until (A) the aggregate amount of Damages exceeds one percent of the Consideration Goodyear Indemnitees arising from any particular claim, together with all related claims, is in excess of $100,000 (the “De Minimis Amount”) and (B) the aggregate cumulative amount of such Damages of the Goodyear Indemnitees for which indemnification would be available but for this Section 7.3(a) exceeds $3,000,000 (such amount, the “Indemnity Deductible”), and then only to in which case the extent of any such excess; provided, however, that Rice SRI Indemnifying Parties shall not be liable for such Damages pursuant in excess of the Indemnity Deductible, subject to any limitations provided in this Section 8.2(a7.3 and in other provisions of this Article VII, up to $45,000,000 (such amount, the “Indemnity Cap”); (ii) that exceedno Goodyear Indemnifying Party shall be liable in respect of any indemnification obligation for Damages under Section 7.2(i) (other than in respect of any failure of the representations in Section 3.1 or Section 3.2(n) to be true), unless and until (A) the aggregate amount of Damages of the SRI Indemnitees arising from any particular claim, together with all related claims, is in excess of the De Minimis Amount and (B) the aggregate cumulative amount of such Damages of the SRI Indemnitees for which indemnification would be available but for this Section 7.3(a) exceeds the Indemnity Deductible, in which case the aggregate, fifteen percent Goodyear Indemnifying Parties shall be liable for such Damages in excess of the Consideration Indemnity Deductible, subject to any limitations provided in this Section 7.3 and in other provisions of this Article VII, up to the Indemnity Cap; and (iii) no Party shall have any liability under this Article VII for any special, exemplary or punitive damages; provided that the “Cap”) less foregoing shall not limit the Deductibleright of any Indemnitee to indemnification in accordance with this Agreement with respect to any component of any claim, settlement, award or judgment against such party by any unaffiliated third party. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification Any liability for any Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy shall be determined without duplication of recovery by reason of the representations or warranties in Section 3.11, Rice shall be fully liable for state of facts giving rise to such Damages without regard to the Deductible constituting a breach of more than one representation, warranty, covenant or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation agreement of this Agreement or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Capany other Dissolution Document. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate The amount of any Damages exceeds for which indemnification is provided under Section 7.1 or Section 7.2 shall be net of (i) the Deductibleactual Tax benefit realized by an Indemnitee on account of the incurrence, accrual or payment of such Damages; provided, howeverthat in computing the amount of any Tax benefit realized by an Indemnitee, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from such Damages, (ii) any amounts recovered by an Indemnitee (net of any costs or expenses of investigation of the underlying claim and of collection) pursuant to any indemnification by or indemnification agreement with any Person (other than this Agreement), and (iii) any amounts received by an insured Indemnitee from an insurance carrier, or paid by an insurance carrier on behalf of an insured Indemnitee (net of any costs or expenses of investigation of the underlying claim and of collection) received as an offset against such Damages (each source of recovery referred to in clauses (ii) and (iii), a “Collateral Source”). If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 7.1 or Section 7.2 is received by an Indemnitee or any of its Affiliates after payment by the applicable Indemnifying Party of any amount otherwise required to be paid to an Indemnitee pursuant to this Article VII, such Indemnitee shall repay to the applicable Indemnifying Party, promptly after such receipt, any amount that the Partnership shall Indemnifying Party would not be liable for Damages have had to pay pursuant to Section 8.1(a) that exceed, in this Article VII had such receipt occurred at the aggregate, the Cap less the Deductibletime of such payment. (d) Notwithstanding clause The amount of any Damages for which indemnification is provided by SRI under Section 7.1 in respect of a breach of the representations and warranties made by SRI in Section 3.5 regarding NGY and the NGY Subsidiaries shall be reduced by twenty-five percent (c25%) aboveto reflect Goodyear’s twenty-five percent (25%) pre-closing interest in NGY; provided, (i) that to the extent that SRI or any of its Affiliates actually bears any costs and expenses of indemnifying the Rice Goodyear Indemnitees are entitled for any such matters, then SRI shall provide Goodyear with a written invoice setting forth such costs and expenses actually borne by or on behalf of SRI in respect of such matters as well as the portion of such costs and expenses for which Goodyear is responsible pursuant to indemnification for Damages for claims arising from fraudthis Section 7.3(d), the Partnership and Goodyear shall be fully liable for such Damages without regard pay to SRI an amount equal to the Deductible or the Cap portion of such costs and expenses for which Goodyear is responsible pursuant to this Section 7.3(d) within thirty (ii30) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy days following receipt of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Capwritten invoice. (e) Notwithstanding anything The amount of any Damages for which indemnification is provided by Goodyear under Section 7.2 in respect of a breach of the representations and warranties made by Goodyear in Section 3.2 regarding GDTNA, shall be reduced by twenty-five percent (25%) to reflect SRI’s twenty-five percent (25%) pre-closing interest in GDTNA; provided, that to the contrary in this Agreementextent that Goodyear or any of its Affiliates actually bears any costs and expenses of indemnifying the SRI Indemnitees for any such matters, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy then Goodyear shall provide SRI with respect to, any representation or warranty of Rice under this Agreement (regardless of whether a written invoice setting forth such knowledge is obtained by inspection or investigation conducted costs and expenses actually borne by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice Goodyear in respect of such knowledge has been given matters as well as the portion of such costs and expenses for which SRI is responsible pursuant to Ricethis Section 7.3(e), and nonetheless proceeds SRI shall pay to Goodyear an amount equal to the Closing, the Partnership portion of such costs and expenses for which SRI is responsible pursuant to this Section 7.3(e) within thirty (30) days following receipt of such written invoice. (f) Each Indemnitee shall not be deemed take commercially reasonable steps to have waived mitigate any rights and remedies set forth in this Agreement with respect to Damages as soon as reasonably practicable after such breach or inaccuracyIndemnitee becomes aware of any event which does, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect could reasonably be expected to, give rise to any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyDamages.

Limitations on Indemnification. (a) To Notwithstanding any other provision of this Section 10 to the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a)contrary, Rice Seller shall not be liable obligated to defend, indemnify and hold harmless any Masimo Indemnitee for those Damages breaches of representations or warranties unless and until the aggregate amount of Damages incurred by all Masimo Indemnitees exceeds one percent of the Consideration an amount equal to $25,000 (the “DeductibleDeductible Amount”), in which event Seller shall be obligated to defend, indemnify and then only to hold harmless Masimo Indemnitees from and against all Damages incurred by Masimo Indemnitees in excess of the extent of any such excessDeductible Amount; provided, however, that Rice Seller shall not be liable for Damages entitled to the benefit of the Deductible Amount with respect to any adjustment to the Purchase Price pursuant to Section 8.2(a2.1(a) that exceed, in or with respect to the aggregate, fifteen percent of the Consideration (the “Cap”) less the DeductibleExcluded Assets or Excluded Liabilities. (b) Notwithstanding clause (aMasimo may offset the amount of any indemnification claims owed by Seller to Masimo against cash from any Holdback payments which have not yet been made. Provided however, that any claim which may be made against the Retained Amount pursuant to Section 2.1(d) above, (imust be first offset against the Retained Amount. If the amount owed by Seller under Section 2.1(d) to for any Transferred Employee exceeds the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable amount set forth for such Damages without regard to Transferred Employee on Schedule 1(d)(ii), then any excess may be offset against the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breachHoldback Amount, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant in Masimo’s discretion. Subject to Section 8.1(a), any right to offset any claim against either the Partnership Retained Amount or the Holdback shall not be liable for those Damages unless limit the aggregate amount right of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant Masimo to Section 8.1(a) that exceed, pursue any other right or remedy it may have against Seller at law or in the aggregate, the Cap less the Deductibleequity. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled With respect to indemnification for Damages pursuant to Section 8.2(aclaims arising under Sections 8.02(b), Rice shall not (c) and (d), any indemnification payments to any Buyer Indemnified Persons will be liable for those Damages unless limited to an amount of no more than $750,000, in the aggregate and with respect to claims arising under Section 8.03(b), any indemnification payments to any Seller Indemnified Persons will be limited to an amount of Damages exceeds no more than $750,000, in the aggregate. With respect to any other claims made under this Article VIII, all recoveries by any Buyer Indemnified Persons, on the one percent of the Consideration (the “Deductible”)hand, and then only to any Seller Indemnified Persons, on the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceedother hand shall, in the aggregate, fifteen percent be limited to the Purchase Price. All payments for Damages due under this Article VIII by Seller to any Buyer Indemnified Persons shall be paid by the Seller to any Buyer Indemnified Persons, net of any insurance proceeds received by the Consideration (the “Cap”) less the DeductibleBuyer Indemnified Persons with respect to such Damages. (b) Notwithstanding clause (aIn addition to the applicable limitations set forth in Section 8.04(a) above, with respect to claims arising under Sections 8.02(e): (i) to the extent the Partnership Indemnitees are The Buyer Indemnified Persons shall not be entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice hereunder unless such Buyer Indemnified Persons shall be fully liable for such Damages without regard have first (A) given written notice to the Deductible counterparty or counterparties to any and all applicable indemnification agreements and other agreements containing indemnification provisions relating to the Cap Life Insurance Trust giving rise to such claim, and (B) for a period of 90 days from the date of such notice, used reasonable best efforts to pursue and enforce such Buyer Indemnified Persons’ rights to indemnification and other rights under such agreements. If such reasonable best efforts are not successful and the Buyer Indemnified Persons elect to pursue a claim hereunder, then the Buyer Indemnified Persons shall provide such cooperation as Seller may reasonably request in order to pursue, enforce and/or preserve the Buyer Indemnified Persons’ rights to indemnification and other rights and remedies under such agreements, as well as Seller’s subrogation or similar rights relating thereto. (ii) All payments for Damages due under this Section 8.02(e) by Seller to any Buyer Indemnified Persons shall be paid by the Seller to any Buyer Indemnified Persons net of any payments any Buyer Indemnified Person receives under any applicable indemnification agreements and other agreements containing indemnification provisions relating to the extent the Partnership Indemnitees are entitled Life Insurance Trust giving rise to indemnification for Damages for claims arising from a breachsuch claim, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether the payments under such knowledge is obtained agreements are received before or after payment made by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracySeller.

Limitations on Indemnification. (a) To the extent that the Partnership Indemnitees are Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.2(a6.1(i), Rice Development and Operations shall not be liable for those only if (i) the Damages unless the aggregate amount of Damages exceeds one percent of the Consideration with respect to any individual claim exceed $25,000 (the “DeductibleMinimum Claim Amount”), ) and then only to (ii) the extent of any such excess; provided, however, Damages for all claims that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed the Minimum Claim Amount exceed, in the aggregate, fifteen percent of the Consideration $1,600,000 (the “CapDeductible Amount”) less ), and then Development and Operations shall be liable only for Damages to the Deductibleextent of any excess over the Deductible Amount. In no event shall Development’s and Operations’ aggregate liability to the Partnership Indemnified Parties under Section 6.1 exceed $16,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2, Section 3.4(a), Section 3.18 and Section 3.19. (b) Notwithstanding clause (a) above, (i) to To the extent that the Partnership Indemnitees are would otherwise be entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages Corrosion Costs pursuant to Section 8.1(a)6.4, the Partnership Development and Operations shall not be liable for those Damages unless only if the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that Corrosion Costs exceed, in the aggregate, $1,500,000 (the Cap less “Annual Corrosion Indemnification Deductible Amount”) during any annual period commencing on the DeductibleClosing Date or any anniversary thereof (each, an “Annual Period”), and then Development and Operations shall be liable only for Corrosion Costs incurred during any Annual Period to the extent of any excess over the Annual Corrosion Indemnification Deductible Amount. In no event shall Development’s and Operations’ aggregate liability to the Partnership under Section 6.4 exceed $20,000,000. (d) Notwithstanding clause (c) aboveAdditionally, (i) neither the Partnership, on the one hand, nor Development and Operations, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent the Rice Indemnitees are entitled resulting pursuant to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the CapThird Party Indemnity Claims. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. Notwithstanding anything in Section 5.2 to the contrary, (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice Stockholder Indemnifying Party shall not be liable obligated to provide indemnification for those Damages Losses in respect of claims made by any Investor Indemnified Party or the Company for indemnification for breaches of representations or warranties under clause (a) of Section 5.2 above, or for indemnification under clause (c) of Section 5.2 above, unless (i) the aggregate amount of Damages all Losses for any individual claim made under clause (a) and/or (c) exceeds one percent $50,000 and (ii) the aggregate amount of all Losses in respect of all claims made and accrued by the Consideration Investor Indemnified Parties and the Company for indemnification under clause (a) and/or (c) of Section 5.2 exceeds $2,500,000 (the “Deductible”), whereupon the amount of all such Losses in excess of the Deductible shall be recoverable by the Investor Indemnified Parties and then only the Company in accordance with Section 5.2, (b) the maximum amount payable to the extent Investor Indemnified Parties and the Company for Losses in respect of claims made by any such excess; provided, however, that Rice Investor Indemnified Party for indemnification for breaches of representations or warranties under clause (a) of Section 5.2 and for Losses in respect of claims made by any Investor Indemnified Party for indemnification under clause (c) of Section 5.2 shall not be liable for Damages pursuant exceed an amount equal to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration $6,700,000 (the “Cap”) less ). Notwithstanding the Deductible. (b) Notwithstanding clause (a) aboveforegoing, the Investor Indemnified Parties shall not be subject to any limitation for indemnification for Losses regarding breaches of representations or warranties pursuant to this Section 5.3 or otherwise, and shall be entitled to full recovery from the Stockholder Indemnifying Parties in respect of claims arising in connection with (i) to actual fraud, intentional misrepresentation or a deliberate or willful breach by the extent Major Stockholder of any of the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud representations and warranties made in this Agreement or Damages for Taxes arising from a breachany agreement, violation document or inaccuracy other instrument executed and delivered in connection with the transactions contemplated hereby, or (ii) the breach by the Major Stockholder of any of the representations or warranties contained in Section 3.112.1, Rice shall Section 2.3, Section 2.19 and Section 3.1. No claim may be fully liable for such Damages without regard to brought by the Deductible Investor Indemnified Parties or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages Company pursuant to Section 8.1(a), 5.2(c) after the Partnership shall not be liable for those Damages unless earlier of (A) 30 days following the aggregate amount expiration of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. statute of limitations applicable thereto or (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (xB) the Partnership obtains knowledge sixth anniversary of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyClosing Date.

Limitations on Indemnification. (a) To Notwithstanding the extent foregoing, Parent and the Partnership Indemnitees are entitled Sellers shall not be required to indemnification for Damages indemnify Buyer pursuant to Section 8.2(a8.2 for any Adverse Consequences arising from the breach of any representations or warranties of Parent or the Sellers contained in Section 4.6 through Section 4.25 of this Agreement (other than Section 4.15(f), Rice shall not be liable for those Damages ) unless and until the aggregate amount of Damages exceeds one percent all such claims is at least 1% of the Consideration Purchase Price (the “Deductible”) (and Parent and the Sellers shall only be required to indemnify Buyer for such claims in excess of the Deductible), . The aggregate liability of Parent and then only to the extent Sellers under this Article VIII for breaches of any such excess; provided, however, that Rice shall not be liable for Damages pursuant representations or warranties contained in this Agreement or any Ancillary Agreement is limited to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductiblean amount equal to $200,000,000. (b) Notwithstanding clause (a) aboveanything to the contrary herein, (i) Parent and the Sellers shall not be obligated to indemnify Buyer against any Adverse Consequences arising from or relating to any claim or liability to the extent such claim or liability is taken into account in determining the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard adjustment to the Deductible or the Cap and (ii) Preliminary Purchase Price pursuant to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap.Section 2.9 above; and (c) To In valuing an Adverse Consequence, no adjustment shall be made as a result of any multiple, increase factor, or any other premium over fair market value, book or historical value which may have been paid by Buyer whether or not such multiple, increase factor or other premium had been used by Buyer at the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a)time of, the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; providedor in connection with, howevercalculating or preparing its bid, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductibleits proposed purchase price or its final purchase price. (d) Notwithstanding clause (c) above, (i) anything to the extent contrary herein, Parent and the Rice Indemnitees are entitled Seller shall only be obligated to indemnification for Damages for claims indemnify Buyer against 75% of any Adverse Consequences arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible breach of any representations or warranties of Parent or the Cap Sellers contained in Section 4.16 that Parent and (ii) the Sellers would otherwise be obligated to the extent the Rice Indemnitees are entitled indemnify Buyer against pursuant to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Capthis Article VIII. (e) Notwithstanding anything to the contrary contained in this Agreement, if (x) the Partnership obtains knowledge no Party may recover any claims for indemnification pursuant to this Article VIII for punitive, special, consequential, incidental or opportunity cost damages of the breach any kind, loss of reputation or violation ofgoodwill, stigma damages, loss of property value, damages related to delays in business plans, site development or redevelopment or associated income streams, natural resource damages, or inaccuracy with respect to, any representation the loss of anticipated or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained future business or profits other than to the extent that a Third Party Claim results in the payment by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice Indemnified Party to a third party of such knowledge has been given to Rice), and nonetheless proceeds damages. (f) Notwithstanding anything to the Closingcontrary contained in this Agreement, the Partnership Buyer shall not be deemed have any right to have waived any rights and remedies set forth in indemnification under this Agreement with respect to any matters arising under Environmental, Health and Safety Requirements for any Adverse Consequences to the extent the facts, events or circumstances giving rise to such breach Adverse Consequences are caused or inaccuracyexacerbated by any willful or grossly negligent act or omission of Buyer, any Buyer Indemnitee, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement except with respect to such breach indemnification under Section 8.2(a)(ii), 8.2(b)(i) or inaccuracy8.2(b)(ii)) any third party, after the Closing Date. (g) Notwithstanding anything to the contrary contained in this Agreement, Parent and the Sellers shall not be obligated to indemnify Buyer against any Adverse Consequences under Section 8.2(b)(iii) with respect to any claim for indemnification that is not asserted in writing before the fifth anniversary of the Closing Date.

Limitations on Indemnification. No Indemnitor shall be liable for an indemnification claim made under clause (a) To of Section VIII.2 or Section VIII.3, as the extent case may be: (a) for which a claim for indemnification is not asserted hereunder on or before the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages Survival Date; (b) unless and until the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, Losses incurred by GoIP Indemnitees in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding aggregate under clause (a) aboveof Section VIII.2 or by Transworld Indemnitees in the aggregate under clause (a) of Section VIII.3, as applicable, exceeds Twenty-Five Thousand U.S. Dollars (i$25,000) (the “Basket”) in which case the applicable Indemnitor shall be obligated to the applicable Indemnitee for the amount of all Losses of such Indemnitees from the first dollar of Losses of the Indemnitees required to reach the Basket; or (c) to the extent Losses incurred by GoIP Indemnitees in the Partnership aggregate under clause (a) of Section 7.2 or by Transworld Indemnitees are entitled in the aggregate under clause (a) of Section 7.3, as applicable, exceed an amount equal to the value of the Escrow Shares (the “Indemnification Cap”). Notwithstanding the foregoing: (i) the Indemnification Cap shall not apply to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible extent amounts are actually paid under insurance maintained by the Indemnitor (or the Cap any of its Affiliates); and (ii) to the extent Basket and the Partnership Indemnitees are entitled Indemnification Cap shall not apply to indemnification for Damages for claims arising from a breachthat are based in whole or in part upon fraud, violation willful misconduct or inaccuracy of a Rice Fundamental Representation, Rice intentional misrepresentation. The Indemnification Cap and Basket shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled apply only to indemnification for Damages claims made under clause (a) of Section VIII.2 or Section VIII.3 and shall not affect or apply to any other indemnification claim made pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge including those asserted under any other clause of the breach Section VIII.2 or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracySection VIII.3.

Limitations on Indemnification. (a) To After the extent Closing, the Partnership Indemnitees are entitled rights set forth in this Article IX shall be each party’s sole and exclusive remedies against the other parties hereto for breaches of or inaccuracies in representations and warranties or breaches of covenants contained in this Agreement and the Related Documents. Notwithstanding the foregoing, nothing herein shall (i) prevent any Indemnified Party from bringing an action based upon allegations of fraud with respect to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless any party in connection with this Agreement and the aggregate amount of Damages exceeds one percent of the Consideration Related Documents or (the “Deductible”), and then only to the extent ii) prohibit any party from seeking specific performance or injunctive relief against any other party of any such excess; providedcovenant hereunder. In the event an action based upon allegations of fraud with respect to any party in connection with this Agreement and the Related Documents is brought, however, that Rice the prevailing party’s attorneys’ fees and costs shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in paid by the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductiblenonprevailing party. (b) Notwithstanding clause (a) aboveAny indemnification payable under this Article IX shall be, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breachpermitted by law, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard an adjustment to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the CapPurchase Price. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages Seller will indemnify in full, defend and hold harmless Buyer Indemnified Parties against any Losses pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless 9.02(a) only if the aggregate amount of Damages all Losses for which the Buyer Indemnified Parties would be entitled to indemnification under Section 9.02(a) exceeds $250,000 (the Deductible“Basket”), in which case Seller shall be liable to the Buyer Indemnified Parties hereby for the aggregate amount of all such Losses (and not just the Losses in excess of the Basket); provided, however, that the Partnership limitations set forth in this Section 9.05(c) shall not be liable for Damages pursuant apply to Section 8.1(a(i) that exceedbreaches of the representations and warranties contained in Sections 4.01 (Incorporation; Power and Authority), in 4.02 (Execution, Delivery; Valid and Binding Agreement), 4.08 (Title to Assets) or (ii) Losses by reason of any claims brought on the aggregate, the Cap less the Deductiblebasis of fraud or willful misconduct. (d) Notwithstanding clause (cBuyer will indemnify in full, defend and hold harmless Seller Indemnified Parties against any Losses pursuant to Section 9.03(a) above, (i) to only if the extent aggregate amount of all Losses for which the Rice Indemnitees are Seller Indemnified Parties would be entitled to indemnification for Damages for claims arising from fraudunder Section 9.03(a) exceeds the Basket, the Partnership in which case Buyer shall be fully liable for such Damages without regard to the Deductible Seller Indemnified Parties hereby for the aggregate amount of all such Losses (and not just the Losses in excess of the Basket); provided, however, that the limitations set forth in this Section 9.05(d) shall not apply to Losses by reason of any claims brought on the basis of fraud or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Capwillful misconduct. (e) Notwithstanding anything to the contrary in this Agreementcontained herein, if (x) the Partnership obtains knowledge no Indemnifying Party shall be liable to or otherwise responsible to any Indemnified Party for punitive damages that arise out of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under relate to this Agreement (regardless or the performance or breach thereof or any Liability excluded or assumed hereunder; provided, however, that the exclusion of whether punitive damages shall not apply to the extent that such knowledge is obtained damages are found by inspection or investigation conducted by or on behalf a court of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice competent jurisdiction to be liabilities of such knowledge has been given Indemnified Party pursuant to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth Claim which results in this Agreement with respect a Loss to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyIndemnified Party.

Limitations on Indemnification. (a) To Notwithstanding the extent provisions of Section 9.1 above, (i) in no event shall the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent liability of any such excess; provided, however, that Rice shall not be liable Seller under Section 9.1 exceed the Cap Limitation for Damages pursuant to Section 8.2(a) that exceedthe applicable Property, in the aggregate, fifteen percent of and (ii) in no event shall any Seller have any liability under Section 9.1 with respect to any Property until such liability exceeds the Consideration Basket Limitation for such Property (in which case Seller shall be responsible for all such liability from dollar one (but subject to the “Cap”Cap Limitation) less and not just the Deductibleportion that exceeds the Basket Limitation. (b) If, prior to the Closing of any Property, Buyer obtains knowledge of any inaccuracy or breach of any representation, warranty or pre-closing covenant of Seller contained in this Agreement (a “Buyer Waived Breach”) and nonetheless proceeds with the and consummates the Closing, then Buyer and any Buyer-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under Section 9.1 for, or any other claims or cause of action under this Agreement at law or in equity on account of, any such Buyer Waived Breach. (c) Notwithstanding clause (a) the provisions of Section 9.2 above, (i) to in no event shall the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy liability of the representations or warranties in Buyer under Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or 9.2 exceed the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceedLimitation, in the aggregate, and (ii) in no event shall the Buyer have any liability under Section 9.2 until such liability exceeds the Basket Limitation (in which case Buyer shall be responsible for all such liability from dollar one (but subject to the Cap less Limitation) and not just the Deductibleportion that exceeds the Basket Limitation. (d) Notwithstanding clause (c) aboveIf, (i) prior to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraudany Closing, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership Seller obtains knowledge of the any inaccuracy or breach of any representation, warranty or violation of, or inaccuracy with respect to, any representation or warranty pre-closing covenant of Rice under Buyer contained in this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), a “Seller Waived Breach”) and nonetheless proceeds to with the and consummates the Closing, the Partnership then Seller and any Seller-Related Entities shall not be deemed to have waived and forever renounced any rights and remedies set forth in this Agreement with respect right to such breach or inaccuracyassert a claim for indemnification under Section 9.1 for, or (y) Rice obtains knowledge any other claims or cause of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership action under this Agreement (regardless of whether at law or in equity on account of, any such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracySeller Waived Breach.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice Seller shall not be liable for those Damages required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate amount of Damages all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceedBasket Limitation and, in such event, Seller shall be responsible for the aggregateentire amount including all amounts representing the Basket Limitation, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) in no event shall the liability of Seller with respect to the extent the Partnership Indemnitees are entitled to indemnification provided for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to 12.1 above exceed in the Deductible or aggregate the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breachLimitation, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained in this Agreement (a “Purchaser-Waived Breach”) and nonetheless proceeds with and consummates the Partnership Closing, then Purchaser and any Purchaser-Related Entities shall not be deemed to have waived and forever renounced any rights right to assert a claim for indemnification under this Article 12 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and remedies (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership)Agreement, and nonetheless proceeds to the Closing, Rice Cap Limitation shall not be deemed to have waived any rights and remedies set forth inapplicable in this Agreement with respect to such breach the event of Seller's fraud or inaccuracyintentional misrepresentation.

Limitations on Indemnification. (a) To Sapphire shall not be required to indemnify any Buyer Indemnitee for the extent the Partnership Indemnitees are entitled to indemnification for Damages Specified Indemnity Matters pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless 9.02(f) or any Taxes pursuant to Section 9.02(c)(vi) with respect to Losses indemnifiable thereunder incurred by Buyer Indemnitees until the aggregate amount of Damages such Losses, when taken together with all other Losses subject to indemnification pursuant to Section 9.02(c)(vi) and Section 9.02(f) (or otherwise subject to coverage under the R&W Insurance Policy, irrespective of any retention thereunder) exceeds one percent the retention under the R&W Insurance Policy (including, for the avoidance of doubt, the Consideration “step-down” thereof (the “DeductibleRetention”), and then only to the extent of any such excess; provided, however, that Rice after which Sapphire shall not be liable obligated for Damages pursuant to Section 8.2(afifty percent (50%) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”Buyer Indemnitees’ Losses indemnifiable under Section 9.02(f) less the Deductible. (b) Notwithstanding clause (a) above, (iand Section 9.02(c)(vi) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy in excess of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Retention. Notwithstanding anything to the contrary in this Agreement, if in no event shall the aggregate amount required to be paid by Sapphire pursuant to Section 9.02(f) or Section 9.02(c)(vi) exceed an amount equal to (x) the Partnership obtains knowledge $162,500,000 less (y) fifty percent (50%) of the breach or violation oftotal amount actually recovered by the Buyer Indemnitees pursuant to the R&W Insurance Policy. Any Losses required to be indemnified by Sapphire pursuant to Section 9.02(f) and Section 9.02(c)(vi) shall be satisfied by setting off the amount of such indemnifiable Losses against the Earnout Payment, or inaccuracy it being acknowledged and agreed that such right of setoff shall be the sole and exclusive remedy of the Buyer Indemnitees with respect to, any representation or warranty of Rice under this Agreement to claims pursuant to Section 9.02(f) and Section 9.02(c)(vi). (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership b) Sapphire shall not be deemed required to have waived indemnify any rights and remedies Buyer Indemnitee for Losses indemnifiable pursuant to Section 9.02(g) until the aggregate amount of such Losses exceeds $50,000,000 (the “Section 9.02(g) Deductible”), after which Sapphire shall be obligated for the Buyer Indemnitees’ Losses indemnifiable under Section 9.02(g) to the extent in excess of the Section 9.02(g) Deductible as set forth Section 9.04(c)(ii). (c) Notwithstanding anything to the contrary contained in this Agreement, (i) Sellers shall not have any liability for any otherwise indemnifiable Loss to the extent the Buyer Indemnitees have been actually recovered or been compensated in respect of such Loss through the adjustment to the Upfront Purchase Price under Section 2.10 or Section 2.11 (it being acknowledged that the intent of this provision is to avoid “double counting”) or for Losses to the extent attributable to any breach by Buyer of any covenant or agreement pursuant to Section 2.12 or Article VI and (ii) no Party shall be liable for any otherwise indemnifiable Losses in excess of the Upfront Purchase Price in the aggregate. (d) Sapphire shall not be required to indemnify any Buyer Indemnitee pursuant to Section 9.02(a), Section 9.02(c), Section 9.02(f) or Section 9.02(g) with respect to Losses incurred by Buyer Indemnitees, and Buyer shall not be required to indemnify any Seller Indemnitee pursuant to Section 9.03(c), unless such claim or series of related claims involve Losses in excess of $200,000. (e) Nothing in this Section 9.05 or elsewhere in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge shall limit any claims of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyFraud.

Limitations on Indemnification. (a) To Except with respect to Excluded Claims and subject to Section 9.5(d), the extent indemnification obligations of the Partnership Indemnitees are entitled to indemnification Participating Holders for Damages for the matters specified in Section 9.1(a)(i) shall be limited to an amount equal to the Escrow Amount (the “General Cap”). Claims for Damages under this Agreement (other than pursuant to Sections 9.1(b) and 9.5(d)) shall be: (i) first against the Escrow Amount; and (ii) second, after such time as all Initial Escrow Amount deposited into the Escrow Amount have been exhausted, are subject to preexisting indemnification claims or have otherwise been distributed to the Participating Holders, and only prior to the deposit of the Additional Escrowed Funds, by set off against ten percent (10%) of any unpaid Initial Order Cash Consideration or unpaid Performance Payment. Parent shall seek payment for Damages indemnifiable pursuant to Sections 9.1(b) and 9.5(d) directly from the applicable Significant Stockholder. (b) Notwithstanding anything to the contrary contained in this Agreement and subject to Section 8.2(a), Rice 9.5(d): (i) no Participating Holder shall not be liable for those an amount in excess of such Participant’s Pro Rata Proportion of the Damages unless in respect of such matter; and (ii) no Participating Holder shall have an indemnification obligation under this Agreement in excess of the aggregate amount of Damages exceeds one percent of the Merger Consideration actually received by such Participating Holder pursuant to this Agreement or the Phantom Equity Agreement. (the “Deductible”c) Subject to Section 9.5(d), and then only to the extent of any such excess; provided, however, that Rice Parent shall not be liable for permitted to recover any Damages pursuant to Section 8.2(a) that under this Article IX until such Damages exceed, in the aggregate, fifteen percent of the Consideration $500,000 (the “CapThreshold Amount”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless provided, that, after the aggregate amount of Damages exceeds the Deductible; providedThreshold Amount, however, that only those Damages above the Partnership Threshold Amount shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductiblerecoverable by Parent. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary contained in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership limitations set forth in Section 9.5 shall not be deemed applicable to have waived any rights claims against a Participating Holder based upon fraud committed by such Participating Holder, and remedies the limitations set forth in this Agreement with respect to such breach or inaccuracy, or (ySection 9.5(c) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed applicable to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyclaims based on Section 9.1(a)(iv) (Taxes).

Limitations on Indemnification. (a) To Notwithstanding any other provisions of this Article VIII to the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice contrary: (i) Seller Group shall not be liable have any indemnification obligations for those Damages Losses under this Article VIII unless and until the aggregate amount of Damages all such Losses for which Seller Group is liable hereunder exceeds one percent of the Consideration an amount equal to One Hundred Thousand Dollars ($100,000.00) (the “DeductibleBasket Amount”), and then only to the extent of any such excess; provided, however, that Rice (A) from and after such time as the total amount of Losses actually incurred by the Purchaser Indemnified Parties under this Article VIII exceeds the Basket Amount then Seller Group shall be liable for all Losses (subject to the limitations set forth in Section 8.4(a)(ii)); and (B) any Losses relating to any breach of a Fundamental Representation, Sections 3.8 (Taxes), 3.12 (Environmental, Health and Safety Requirements), or 3.15 (Employees and Independent Contractors), or any Employee Benefit Plans shall not be subject to the Basket Amount and Seller Group shall be liable for Damages pursuant the entire amount of such Losses. (ii) the aggregate indemnification to Section 8.2(abe paid by Seller Group under this Article VIII shall not exceed the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”); provided, however, that any Losses related to any breach by Seller Group of any Fundamental Representation, Section 3.8 (Taxes), Section 3.12 (Environmental, Health and Safety Requirements), or Section 3.15 (Employees and Independent Contractors) less of this Agreement or with respect to any Employee Benefit Plans shall not be limited to the DeductibleCap. (b) Notwithstanding clause (a) above, any other provisions of this Article VIII to the contrary: (i) Purchaser shall not have any indemnification obligations for Losses under this Article VIII unless and until the aggregate amount of all such Losses for which Purchaser is liable hereunder exceeds the Basket Amount; provided, however, that (A) from and after such time as the total amount of Losses actually incurred by the Seller Indemnified Parties under this Article VIII exceeds the Basket Amount then Purchaser shall be liable for all Losses (subject to the extent limitations set forth in Section 8.4(b)(ii)); and (B) any Losses relating to breach of Sections 5.1, 5.2, and 5.3, the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy ownership and operation of the representations Business after the Closing, any Assumed Liabilities, or warranties in Section 3.11, Rice any Nonreleased Lease shall not be subject to the Basket Amount and Purchaser shall be fully liable for the entire amount of such Damages without regard to the Deductible or the Cap and Losses; and (ii) the aggregate indemnification to be paid by Purchaser under this Article VIII shall not exceed the extent Cap; provided, however, that any Losses related to any breach of Sections 5.1, 5.2, and 5.3, the Partnership Indemnitees are entitled ownership and operation of the Business after the Closing, any Assumed Liabilities, or the Nonreleased Leases, or any breach by Purchaser with respect to indemnification for Damages for claims arising from a breachany ongoing covenant set forth in this Agreement, violation or inaccuracy of a Rice Fundamental Representation, Rice shall not be fully liable for such Damages without regard limited to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are Neither a Purchaser Indemnified Party nor a Seller Indemnified Party shall be entitled to indemnification for Damages pursuant to Section 8.1(a)8.2 or Section 8.3 with respect to any matter of which Purchaser or Seller Group, the Partnership respectively, waived in writing or waived by failing to provide a timely written notice as provided in this Agreement. Seller Group shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership required to indemnify any Purchaser Indemnified Party and Purchaser shall not be liable for Damages pursuant required to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) indemnify any Seller Indemnified Party to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraudbad faith, the Partnership shall be fully liable for such Damages without regard to the Deductible gross negligence or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge willful misconduct of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyParty seeking indemnification.

Limitations on Indemnification. With respect to indemnification claims brought against any Equityholder pursuant to this Section 8: (a) To the extent the Partnership Indemnitees are entitled The Equityholders’ maximum aggregate liability with respect to indemnification for Damages pursuant to claims arising out of Section 8.2(a8.2(a)(i), Rice other than as otherwise expressly set forth herein, shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only limited to the extent of any such excessIndemnification Escrow; provided, howeverthat with respect to claims based upon the IP Representations, that Rice the Equityholders’ maximum aggregate liability shall not be liable for Damages pursuant an amount equal to Section 8.2(a) that exceed, in $20,000,000 (inclusive of any claims based upon the aggregate, fifteen percent IP Representations otherwise satisfied out of the Indemnification Escrow); provided, further that with respect to claims based upon the Fundamental Representations or fraud, intentional misrepresentation or willful misconduct, each of the Equityholders’ maximum aggregate liability (on a cumulative basis) shall be such Equityholders’ Percentage of the Net Merger Consideration actually received by such Equityholder (the “Cap”) less the Deductibleother than claims based on fraud, intentional misrepresentation or willful misconduct of an Equityholder for which there shall be no limit on liability with respect to such Equityholder). (b) Notwithstanding clause The Acquiror Indemnified Parties shall not have the right to be indemnified pursuant to Section 8.2(a)(i) (a) above, (i) excluding with respect to the extent Fundamental Representations, fraud, intentional misrepresentation or willful misconduct) unless and until the Partnership Indemnitees are entitled Acquiror Indemnified Parties shall have incurred, on a cumulative basis following the Closing, Losses in excess of an amount equal to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach$1,050,000 (the “Basket”) in which event the right to be indemnified shall apply to all Losses (i.e., violation or inaccuracy inclusive of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to amount of the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the CapBasket). (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if the Equityholders’ liability for Losses based upon, arising out of, relating to or resulting from (xi) any VDA Proceeding, (ii) the Partnership obtains knowledge Dutch Returns or (iii) the other Tax Returns contemplated in Section 5.10(f) shall be limited, in the aggregate to the sum of (A) $50,000 and (B) fifty percent (50%) of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice amount of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth Losses in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge excess of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy$50,000.

Limitations on Indemnification. (a) To All of the extent representations, warranties, covenants, and obligations of Company contained in this Agreement, the Partnership Indemnitees are entitled to indemnification for Damages Disclosure Schedule, or any certificate, document, or other writing delivered pursuant to Section 8.2(a), Rice this Agreement shall not be liable for those Damages unless survive the aggregate amount Closing hereunder (even if Parent knew or had reason to know of Damages exceeds one percent any misrepresentation or breach of warranty or covenant at the time of the Consideration Closing) and continue in full force and effect survive through the date that is one hundred and eighty (180) days after the Closing Date or, if such date does not fall on a Business Day, the first Business Day following such date (the “DeductibleIndemnification Expiration Date”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages that, in each case, the indemnification obligations pursuant to Section 8.2(a) that exceedthis Article IX with respect to any breach of representations, warranties, covenants, and obligations of Company shall survive with respect to, and to the extent of, any claim for which notice shall have been delivered to the Shareholder Representative prior to the Indemnification Expiration Date until such claim shall have been finally resolved. After the Closing, the sole and exclusive remedies for any breach by Company of any representation, warranty, covenant or agreement made in or pursuant to this Agreement shall be pursuant to this Article IX. Without limiting the aggregateforegoing, fifteen percent of nothing herein shall prevent Parent from bringing a common law action for fraud against any Person whose own fraud has caused Parent to incur Losses or limit the Consideration (the “Cap”) less the DeductibleLosses recoverable by Parent in such common law action. (b) Notwithstanding clause Section 9.1, with respect to Losses arising under Section 9.1(a) (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification except for Damages for claims arising Losses resulting from fraud or Damages for Taxes arising from a breach, violation or inaccuracy breaches of the representations or and warranties set forth in Section 3.11Sections 3.1, Rice 3.2, 3.3, 3.22, 3.24, 3.25, 3.26 and 3.28), the Holders shall not be liable to indemnify any Indemnified Party against such Losses unless and until the aggregate amount of such Losses exceeds $200,000, in which case the Holders shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breachLosses, violation or inaccuracy but only in respect of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Capexcess. (c) To The maximum aggregate indemnification amount that shall be paid by the extent Holders to the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), Indemnified Parties under this Article IX shall be the Partnership shall not be liable for those Damages unless the aggregate full amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the DeductibleHoldback Consideration. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are An Indemnified Party shall not be entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection to multiple recovery for the same Losses. If an Indemnified Party receives any amount under applicable insurance policies, or investigation conducted by or on behalf from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment having been received but prior to the payment of the Partnership or its directorsHoldback Consideration in accordance with Section 2.3 and the Escrow Agreement, officersthen such Indemnified Party shall deposit with the Escrow Agent such amount received, employees, or representatives at net of any time and regardless of whether notice of expenses incurred by such knowledge has been given to Rice)Indemnified Party in collecting such amount, and nonetheless proceeds to such amount so deposited shall be considered part of the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth Holdback Consideration. Nothing in this Agreement with respect Section 9.3 shall be construed to such breach require any party hereto to obtain or inaccuracy, maintain any insurance coverage or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, file a claim under any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyinsurance policy.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice Seller shall not be liable for those Damages required to indemnify Buyer or any Buyer-Related Entities under Section 11.1 unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 11.1 exceeds the Basket Limitation and, in such event, Seller shall be responsible only for such amount of Damages exceeds one percent in excess of the Consideration Basket Limitation, (b) in no event shall the “Deductible”liability of Seller with respect to the indemnification provided for in Section 11.1 exceed in the aggregate the Cap Limitation (provided that Seller’s obligations under Article X with respect to prorations and adjustments and Seller’s obligations under Section 14.2 with respect to the brokers shall not be subject to the Basket Limitation or the Cap Limitation), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership event Buyer obtains knowledge of the or is aware of any inaccuracy or breach or violation ofof any representation, warranty, or inaccuracy with respect to, any representation or warranty covenant of Rice under Seller contained in this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of a “Buyer Waived Breach”) after the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given Effective Date but prior to Rice)the Closing, and nonetheless proceeds to with and consummates the Closing, the Partnership then Buyer and any Buyer-Related Entities shall not be deemed to have waived and forever renounced any rights and remedies set forth in right to assert a claim for indemnification under this Agreement with respect to such breach or inaccuracyArticle XI for, or (y) Rice obtains knowledge any other claim or cause of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership action under this Agreement (regardless Agreement, whether at law or in equity on account of whether any such knowledge is obtained by inspection Buyer Waived Breach. In no event shall Buyer be entitled to seek or investigation conducted by obtain consequential, speculative, special, punitive or on behalf of Rice exemplary damages against Seller. In no event shall Seller be entitled to seek or its directorsobtain consequential, officersspeculative, employeesspecial, punitive or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyexemplary damages against Buyer.

Limitations on Indemnification. (a) To Notwithstanding anything in this Agreement to the extent the Partnership Indemnitees are entitled contrary, (i) Seller will have no obligation to indemnification for Damages pursuant indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under Section 7.2(a) (except with respect to Fundamental Representations, with respect to which this Section 8.2(a), Rice 7.4(a) shall not be liable for those Damages apply) unless the and until Buyer and Parent suffer an aggregate amount of Damages exceeds one percent Losses by reason of the Consideration such matters in excess of $175,000 (the “Deductible”), and then Buyer and Parent will be entitled to recover only to the extent of any those Losses that exceed such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductibleamount. (b) Notwithstanding clause (a) aboveanything in this Agreement to the contrary, (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(b) shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the extent the Partnership Indemnitees are Deductible, and Seller will be entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for recover only those Losses that exceed such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Capamount. (c) To Notwithstanding anything in this Agreement to the extent contrary and except for the Rice Indemnitees are entitled Fundamental Representations (with respect to indemnification for Damages pursuant to which this Section 8.1(a7.4(c) shall not apply), the Partnership maximum aggregate obligation of Seller to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not be liable for those Damages unless exceed the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the DeductiblePurchase Price received by Seller. (d) Notwithstanding clause (c) above, (i) anything in this Agreement to the extent contrary and except for the Rice Indemnitees are entitled Fundamental Representations (with respect to indemnification for Damages for claims arising from fraudwhich this Section 7.4(d) shall not apply), the Partnership shall be fully liable for such Damages without regard maximum aggregate obligation of Buyer and Parent to indemnify Seller and its Other Indemnified Persons under Section 7.3(a) will not exceed the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental RepresentationCap. Notwithstanding anything in this Agreement, the Partnership maximum liability of Buyer and Parent for any Losses claimed by Seller and its Other Indemnified Persons, collectively, under this Agreement shall be fully liable for such Damages without regard to not exceed the Deductible or the CapPurchase Price. (e) Notwithstanding anything in this Agreement to the contrary in this Agreementand except with respect to Seller’s failure to pay Taxes as required under Section 6.10(a) or (g), if (x) the Partnership obtains knowledge Buyer’s primary means of collecting on any Loss that is subject to indemnification by Seller hereunder shall be by receiving payment out of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement Escrow Account (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time terms provided herein and regardless of whether notice of such knowledge has been given to Ricethe Escrow Agreement), and nonetheless proceeds Buyer shall have no right of collection directly from Seller for any claims for Losses that aggregate to an amount less than the Closingamount in the Escrow Account unless and until the Escrow Account has been exhausted. Thereafter, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge claims in excess of the breach Escrow Account, Buyer and Parent may seek collection directly from Seller for Losses otherwise subject to indemnification hereunder. (f) In calculating the amount of Losses suffered or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership incurred by a Party for which indemnification is sought under this Agreement Article 7 there will be deducted the amount of (regardless i) any insurance proceeds or any other recovery from a third party actually paid to such Party as a result of whether or related to any such knowledge is obtained by inspection Loss, and (ii) any Tax benefit actually realized in or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given prior to the Partnership)Taxable year in which the Loss arises or the indemnification payment is made. Each Party agrees to use commercially reasonable efforts to obtain such proceeds, and nonetheless proceeds to recoveries or Tax benefits. If any such proceeds, recoveries or Tax benefits are received by the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement Indemnified Party with respect to any Loss after the Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party will promptly pay to the Indemnifying Party the amount of such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parent, the amount of any Loss for which indemnification is payable under this Article 7 will be net of all reserves provided for in the Final Net Book Value relating to such Loss. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or inaccuracy“Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) To In addition to the extent other limitations contained in this Agreement, the Partnership Indemnitees indemnification obligations of Seller under this Article XI are entitled subject to indemnification for Damages pursuant the following terms and conditions: (i) Seller shall be liable to Section 8.2(a)the Purchaser and Purchaser Related Parties under Sections 11.01(a) and 11.01(c) (except with respect to Fundamental Reps, Rice to which this clause (i) shall not be liable for those Damages unless apply) only if the aggregate amount of Damages all Losses under Sections 11.01(a) and 11.01(c) exceeds one and one-half percent (1.5%) of the Consideration Purchase Price actually paid (the “DeductibleThreshold”), in which case Seller shall be obligated to indemnify the Purchaser and then only to Purchaser Related Parties for the extent aggregate amount of all such Losses under Sections 11.01(a) and 11.01(c) in excess of the Threshold; and (ii) Seller shall have no liability for indemnification hereunder for any Loss arising from a change in or contrary judicial interpretation of any such excess; providedfederal, howeverforeign, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in state or local law after the aggregate, fifteen percent of the Consideration (the “Cap”) less the DeductibleSale Date having a retroactive effect. (b) Notwithstanding clause (a) above, (i) In addition to the extent other limitations contained in this Agreement, except with respect to Purchaser’s obligation to pay the Partnership Indemnitees Purchase Price and reimburse Seller for Advances in accordance with the terms of this Agreement, Purchaser’s indemnification obligations under this Article XI are entitled subject to indemnification the following terms and conditions: Purchaser shall be liable to the Seller and Seller Related Parties under Sections 11.02(a) and 11.02(c) (except with respect to Fundamental Reps, to which this limitation shall not apply) only if the aggregate amount of all Losses under Sections 11.02(a) and 11.02(c) exceeds the Threshold, in which case Purchaser shall be obligated to indemnify the Seller and Seller Related Parties for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy all such Losses under Sections 11.02(a) and 11.01(c) in excess of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the CapThreshold. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages In determining (i) whether there has been a breach of any representation or warranty by Seller or Purchaser pursuant to Section 8.1(a11.01(a) or Section 11.02(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; providedrespectively, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims amount of any Loss arising from a such breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership such representation and warranty shall be fully liable for such Damages considered without regard to the Deductible any qualification by or the Cap. (e) Notwithstanding anything reference to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach words “Seller Material Adverse Effect,” “Purchaser Material Adverse Effect,” “material,” “materially” or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyother similar words contained therein.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are The Buyer Indemnified Parties will not be entitled to indemnification for Damages pursuant to recover any Losses under Section 8.2(a), Rice shall not be liable for those Damages unless 7.2(a)(ii) until such time as the aggregate total amount of Damages exceeds all such Losses that have been directly suffered or incurred by any one percent or more of the Consideration Buyer Indemnified Parties, or to which any one or more of the Buyer Indemnified Parties has or have otherwise directly become subject, exceeds $50,000 (the “DeductibleLoss Threshold”), and then only in which case the Buyer Indemnified Parties will be entitled to recovery for all such Losses, including Losses within the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the DeductibleLoss Threshold. (b) Notwithstanding clause (a) above, (i) The maximum aggregate amount of Losses that the Buyer Indemnified Parties will be entitled to recover under Section 7.2(a)(ii) of this Agreement, excluding Losses arising from any breach of or inaccuracy in any Seller Fundamental Representations, will be limited to the extent Holdback Cash Consideration; (ii) the Partnership Indemnitees are maximum aggregate amount of Losses that the Buyer Indemnified Parties will be entitled to indemnification recover under Section 7.2(a)(ii) of this Agreement for Damages for claims Losses arising from fraud any breach of or Damages for Taxes inaccuracy in Section 2.11 (Intellectual Property) will be limited to 50% of the Purchase Price; and (iii) the maximum aggregate amount of Losses that the Buyer Indemnified Parties will be entitled to recover under all other sections of this Agreement, including under Section 7.2(a)(ii) of this Agreement with respect to Losses arising from a breach, violation any breach of or inaccuracy of in any Seller Fundamental Representations (other than the representations or and warranties in Section 3.112.11 (Intellectual Property)), Rice shall will be fully liable for such Damages without regard limited to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the CapPurchase Price. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the The maximum aggregate amount of Damages exceeds the Deductible; provided, however, Losses that the Partnership shall not Seller Indemnified Parties will be liable for Damages pursuant entitled to Section 8.1(a) that exceed, in recover under this Agreement will be limited to an amount equal to the aggregate, the Cap less the DeductiblePurchase Price. (d) Notwithstanding clause (c) aboveAny Losses hereunder will be determined without duplication of recovery that would result from the set of facts giving rise to such Losses constituting a breach or other violation of more than one representation, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible warranty or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Capcovenant hereunder. (e) Notwithstanding anything There will be no obligation to indemnify under Section 7.2 to the contrary in this Agreementextent the Loss relates to any breach of representation, if (x) the Partnership obtains knowledge of the breach or violation ofwarranty, or covenant expressly waived in writing by the other Party. (f) In calculating the amount of any Losses in respect of any breach of or inaccuracy with respect to, in any representation or warranty or the non-fulfillment or breach of Rice under this Agreement any covenant or agreement, any materiality or Material Adverse Effect standard or qualification contained in or otherwise applicable to such representation, warranty, covenant or agreement will be disregarded. (regardless of whether such knowledge is obtained g) Any indemnification payment made by inspection Seller or investigation conducted by or on behalf of offset against the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not Holdback Cash Consideration will be deemed to have waived any rights and remedies set forth a reduction in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyPurchase Price.

Limitations on Indemnification. (a) To The Vendor total liability in respect of all claims under the extent the Partnership Indemnitees are entitled warranties and representations is limited to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent 10% (ten per cent) of the Consideration (for the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the DeductibleSale Shares. (b) Notwithstanding clause The Vendor is not liable in respect of a claim under the warranties and representations unless and until liability determined in respect of any such claim, when aggregated with any other amount or amounts of liability determined in respect of other claims under the warranties and representations exceeds 2% (atwo per cent) aboveof the Consideration for the Sale Shares (excluding interest, costs, etc.) in which event all the claims under the warranties and representations will be recoverable hereunder including those within the 2 % threshold, provided that the other limitations contained in Section 6.6 hereof will remain unaffected. (c) The Vendor is not liable in respect of a claim under the warranties and representations unless and until liability determined in respect of any such claim exceeds 0,2% (zero pint two per cent) of the Consideration for the Sale Shares (excluding interest, costs, etc.). (d) The Vendor is not liable for a claim under the warranties and representations unless the Purchasers have given the Vendor notice of the claim setting out full particulars of the grounds on which such claim is based on or before the end of the 9th calendar month following the date of the Closing. (e) The Vendor shall not be liable under this Agreement in respect of any claim to the extent that a provision or reserve is made in the Accounts for the matter giving rise to the claim. (f) The Purchasers shall not be entitled to recover damages or otherwise obtain reimbursement or restitution more than once in respect of any individual breach of the warranties and representations where the Purchasers would thereby reap a windfall. In particular, the Vendor shall not be liable in respect of any claim (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims that any losses arising from fraud such claim are covered by a policy of insurance in force on the date of Closing or Damages for Taxes arising from a breach, violation would have been so covered had such policy of insurance been maintained beyond Closing; or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) for any losses suffered by the Purchasers or the Company to the extent of any actual monetary savings realized by the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible Purchasers or the CapCompany directly corresponding to such losses. (cg) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership The Vendor shall not be liable under this Agreement for those Damages unless any losses to the aggregate amount extent that such losses arise out of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible.or result from: (d) Notwithstanding clause (c) above, (i) to any act taken by the extent Company after the Rice Indemnitees are entitled to indemnification Closing other than acts taken for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and purpose of mitigating losses; (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breachany change in accounting or taxation policy, violation bases or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge practice of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to Company introduced after the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. Notwithstanding anything herein to the contrary, the indemnification rights and obligations provided for in Section 10.2 are subject to the following limitations: (a) To Notwithstanding anything to the extent contrary in this Agreement, the Partnership Indemnitees are entitled to indemnification Buyer Indemnitees’ sole and exclusive remedy and source of recovery for Damages any Losses pursuant to Section 8.2(aclaims under Sections 10.2(b)(i), Rice 10.2(b)(ii) (solely with respect to covenants or agreements to be performed prior to Closing), or 10.2(c)(i) related to breaches of representations and warranties is the portion of the General Indemnity Amount remaining at any given time; provided that breaches of the Fundamental Representations shall not be liable for those Damages unless limited to the aggregate portion of the General Indemnity Amount remaining at any given time but shall instead be limited to the full amount of Damages exceeds one percent of the Consideration (Purchase Price less any indemnification amounts previously paid by TAT or the “Deductible”), and then only Sellers to the extent of any such excess; provided, however, that Rice shall not be liable for Damages Buyer pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductiblethis Agreement. (b) Notwithstanding clause No Buyer Indemnitee shall be entitled to indemnification pursuant to Sections 10.2(b)(i), 10.2(b)(ii) (a) abovesolely with respect to covenants or agreements to be performed prior to Closing), or 10.2(c)(i), (i) with respect to any single breach of representations and warranties or a pre-closing covenant unless the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims aggregate Losses arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of such breach exceeds $50,000 (the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap “Claim Threshold”) and (ii) to until the extent aggregate amount of all Losses exceeding the Partnership Claim Threshold suffered by Buyer Indemnitees are exceeds $2,000,000 (the “Basket”), provided that once the Basket of Losses exceeding the Claims Threshold exceeds $2,000,000, the Buyer Indemnitees shall be entitled to indemnification for Damages for recover the entire amount of all such Losses resulting from all claims arising from a breachexceeding the Claim Threshold, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard including those included in achieving the Basket (subject to the Deductible or the CapSection 10.4(a)). (c) To The limitations set forth in Section 10.4(a) and Section 10.4(b) shall not apply to (i) claims for fraud, or (ii) claims under Section 10.2(b)(i) (solely with respect to Fundamental Representations which shall be limited to the extent full amount of the Rice Indemnitees are entitled Purchase Price less any indemnification amounts previously paid by TAT or the Sellers to indemnification for Damages Buyer pursuant to Section 8.1(athis Agreement), Section 10.2(b)(ii) (solely with respect to covenants or agreements to be performed after Closing), Section 10.2(b)(iii), Section 10.2(c)(i) (solely with respect to Fundamental Representations which shall be limited to the Partnership shall not be liable for those Damages unless the aggregate full amount of Damages exceeds the Deductible; provided, however, that Purchase Price less any indemnification amounts previously paid by TAT or the Partnership shall not be liable for Damages Sellers to Buyer pursuant to this Agreement) or Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible10.2(c)(ii). (d) Notwithstanding clause If any Losses sustained by an Indemnitee are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (cother than an Affiliate of such Indemnitee), the Indemnitee shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. The amount of any Losses subject to indemnification under Section 10.2 shall be reduced by the amounts recovered by any Indemnitee, as applicable, under applicable insurance policies or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnitee) abovewith respect to claims related to such Losses and if any Indemnitee receives such insurance proceeds or indemnity, (i) contribution or similar payments after the settlement of any indemnification claim under Section 10.2, as applicable, such Indemnitee shall refund to the extent Indemnitor the Rice Indemnitees are amount of such insurance proceeds or indemnity, contribution or similar payments, up to the amount received in connection with such indemnification claim. It is the intention of the parties that no insurer or third party shall be entitled to indemnification for Damages for claims arising from fraud, the Partnership shall any benefit or right it would not be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy receive in the absence of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Capthis Section 10.4(d). (e) Notwithstanding anything to the contrary contained in this AgreementAgreement or provided for under any applicable Law, if (x) no party hereto shall be liable under this Article X to any Indemnitee, either in contract or in tort, for any loss of profits or any consequential, incidental, exemplary, special or punitive damages of such Indemnitee, whether or not the Partnership obtains knowledge possibility of such damages has been disclosed to the breach or violation ofother party in advance, or inaccuracy other than any such damages with respect to, any representation or warranty of Rice under this Agreement to claims brought by a third party. (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership f) The Buyer Indemnitees shall not be deemed entitled to have waived indemnification pursuant to Section 10.2(b) for Losses to the extent that any rights Buyer Indemnitee has been compensated therefor pursuant to Section 2.3 or otherwise. (g) The Buyer Indemnitees’ right to indemnification pursuant to Section 10.2(b) and remedies set forth Section 10.2(c) shall be reduced by the amount of any reserve reflected in the 2011 Financial Statements specifically established for the specific items giving rise to such Loss or if such Loss is reflected in the Net Working Capital. (h) Each Indemnitee shall use commercially reasonable efforts to mitigate any Loss for which such Indemnitee seeks indemnification. (i) No Buyer Indemnitee shall be entitled to duplication of recovery for under this Agreement Article X with respect to such breach or inaccuracybreaches of representations, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership)warranties, and nonetheless proceeds covenants related to the Closing, Rice shall not be deemed to have waived any rights Taxes and remedies set forth in this Agreement with respect to such breach or inaccuracyemployee claims under Section 10.2(b)(iii).

Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the right to indemnification pursuant to this Article IX is limited as follows: (a) To the extent the Partnership The Buyer Indemnitees are shall be entitled to indemnification for Damages pursuant to clause (a) of Section 8.2(a), Rice shall not be liable for those Damages unless 9.3 to the extent (but only to the extent) that the aggregate amount of Damages all Losses suffered by the Buyer Indemnitees exceeds one percent (1%) of the Consideration Initial Purchase Price (the “DeductibleBasket”), and then only to the extent of any such excessthe excess up to a maximum of twenty percent (20%) of the Initial Purchase Price until the first (1st) anniversary of the Closing Date and ten percent (10%) of the Initial Purchase Price thereafter (the “Cap”); provided, however, that Rice neither the Basket nor the Cap shall not be liable for Damages pursuant apply to Section 8.2(a) that exceed, in the aggregate, fifteen percent any Losses related to breaches of any of the Consideration Seller Fundamental Representations. For the avoidance of doubt, neither the Basket nor the Cap shall apply to any Losses related to (i) breaches of any covenants or agreements of the “Cap”Seller contained in this Agreement, (ii) less the DeductibleExcluded Liabilities or (iii) the Excluded Assets. (b) Notwithstanding clause (a) above, The Buyer Indemnitees’ right to indemnification pursuant to Section 9.3 on account of any Losses will be reduced by (i) to all insurance proceeds or other third-party indemnification proceeds received by the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breachBuyer Indemnitees, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) all insurance proceeds received by the Buyer Indemnitees under the Environmental Insurance Policy, and (iii) the net amount of any Tax Savings realized by the Buyer Indemnitees by reason of such Losses. The Buyer Indemnitees shall use commercially reasonable best efforts to (x) claim and recover any Losses suffered by the Buyer Indemnitees under the Environmental Insurance Policy prior to seeking indemnification under this Article IX and (y) claim and realize all such Tax savings. Promptly after the realization of any insurance proceeds, indemnity, Tax savings, contribution or other similar payment, the Buyer Indemnitees shall reimburse the Seller for the reduction in Losses for which the Buyer Indemnitees were indemnified prior to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy realization of a Rice Fundamental Representation, Rice shall be fully liable for reduction of such Damages without regard to the Deductible or the CapLosses. (c) To the extent the Rice The Seller Indemnitees are shall be entitled to indemnification for Damages pursuant to clause (a) of Section 8.1(a), 9.2 to the Partnership shall not be liable for those Damages unless extent (but only to the extent) that the aggregate amount of Damages all Losses suffered by the Seller Indemnitees exceeds the DeductibleBasket, and then only to the extent of the excess up to a maximum of the Cap; provided, however, that neither the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, Basket nor the Cap less shall apply to any Losses related to breaches of any of the DeductibleBuyer Fundamental Representations. For the avoidance of doubt, neither the Basket nor the Cap shall apply to any Losses related to (i) breaches of any covenants or agreements of the Buyer contained in this Agreement, (ii) the Assumed Liabilities or (iii) the Purchased Assets. (d) Notwithstanding clause (c) above, The Seller Indemnitees’ right to indemnification pursuant to Section 9.2 on account of any Losses will be reduced by (i) to all insurance proceeds or other third-party indemnification proceeds received by the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraudSeller Indemnitees, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) all insurance proceeds received by the Seller Indemnitees under the Environmental Insurance Policy, and (iii) the net amount of any Tax Savings realized by the Seller Indemnitees by reason of such Losses. The Seller Indemnitees shall use commercially reasonable best efforts to (x) claim and recover any Losses suffered by the Seller Indemnitees under the Environmental Insurance Policy prior to seeking indemnification under this Article IX and (y) claim and realize all such Tax savings. Promptly after the realization of any insurance proceeds, indemnity, Tax savings, contribution or other similar payment, the Seller Indemnitees shall reimburse the Buyer for the reduction in Losses for which the Seller Indemnitees were indemnified prior to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy realization of a Partnership Fundamental Representation, the Partnership shall be fully liable for reduction of such Damages without regard to the Deductible or the CapLosses. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership The Buyer Indemnitees shall not be deemed entitled to have waived indemnification pursuant to Section 9.3 for Losses to the extent that any rights Buyer Indemnitee has been compensated therefor pursuant to Section 2.6. (f) The Buyer Indemnitees shall take, and remedies set forth in this Agreement cause their Affiliates to take, 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. (g) The General Escrow Fund established by the General Escrow will be the sole and exclusive remedy of the Buyer Indemnitees for any Claims under Section 9.3(a), except for Claims due to a breach of the Seller Fundamental Representations, and the Buyer Indemnitees will not seek recourse against the Seller with respect to such any Claims under Section 9.3(a), except for Claims due to a breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracySeller Fundamental Representations.

Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary: 11.4.1. in no event shall Seller be liable for, or required to make any payment (aother than a Pre-Closing Expense Payment) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable Sections 11.2.1 or 11.2.3 for those any Seller Indemnifiable Damages suffered by Purchaser Indemnified Parties unless and until the aggregate dollar amount of all such Seller Indemnifiable Damages exceeds one percent of the Consideration Six Hundred Twenty-Five Thousand Dollars ($625,000) (such amount, the “DeductibleBasket Amount”), and then only to the extent of such excess; provided, however the maximum aggregate indemnification available to the Purchaser Indemnified Parties in respect of all such breaches of representations or warranties by Seller contained herein shall be the amount of cash remaining in the Escrow Fund and as provided in, and subject to the limitations contained in, Sections 2.2 and 2.3, the Interim Escrow Fund (the “Seller Cap Amount”); provided, further that breach of or inaccuracy in any of the representations and warranties of Seller set forth in Sections 5.1.1 and 5.1.12 shall not be subject to the Basket Amount or the Seller Cap Amount. Nothing contained in this Agreement is intended to limit Purchaser’s right to recover Seller Indemnifiable Damages with respect to all Pre-Closing Expense Payments, without regard to the existence of the Basket Amount. 11.4.2. in no event shall Purchaser be liable for, or required to make any payment pursuant to Section 11.3.1 for any Purchaser Indemnifiable Damages suffered by the Seller Indemnified Parties unless and until the aggregate dollar amount of all such Purchaser Indemnifiable Damages exceeds the Basket Amount, and then only to the extent of such excess; provided, however, that Rice the maximum aggregate indemnification available to the Seller Indemnified Parties in respect of all such breaches of representations or warranties by Purchaser herein shall be a dollar amount equal to five percent (5%) of the Purchase Price (the “Purchaser Cap Amount”); provided, further, that breach of or inaccuracy in any of the representations and warranties of Purchaser set forth in Sections 6.1 or 6.4 shall not be liable for Damages pursuant subject to Section 8.2(a) that exceed, in the aggregate, fifteen percent of Basket Amount or the Consideration (the “Cap”) less the DeductiblePurchaser Cap Amount. (b) Notwithstanding clause (a) above, (i) 11.4.3. Purchaser shall look solely to the extent the Partnership Indemnitees are entitled Escrow Fund with respect to indemnification any claim against Seller for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation breach of or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement Seller pursuant to Section 11.2.1 (regardless other than with respect to a breach of whether such knowledge is obtained by inspection or investigation conducted by or on behalf inaccuracy in any of the Partnership or its directors, officers, employees, or representatives at any time representations and regardless warranties of whether notice of such knowledge has been given to RiceSeller set forth in Sections 5.1.1 and 5.1.12), and nonetheless proceeds shall have no recourse against Seller or any Seller Indemnified Party with respect to such claims. Purchaser shall not seek, pursue or enter any judgment or collect (or attempt to collect) an amount in excess of the Escrow Fund with respect to such matters. Purchaser shall be required to notify Seller of any claim against Seller for a breach of or inaccuracy in any representation or warranty of Seller pursuant to Section 11.2.1 (other than with respect to a breach of or inaccuracy in any of the representations and warranties of Seller set forth in Sections 5.1.1 and 5.1.12) by the delivery of a notice in the form of Exhibit Q (each such notice, a “Notice of Escrow Claim” and such claim, a “Noticed Claim”) prior to the ClosingEscrow Release Date. If Purchaser and Seller cannot mutually agree upon the settlement of such Noticed Claim from amounts in the Escrow Fund, the Partnership Purchaser shall not be deemed to have waived such Noticed Claim (and any rights and remedies set forth in this Agreement right to collect from the Escrow Fund with respect to such claim), unless Purchaser brings a court action with respect to such Noticed Claim on or prior to the date that is fifteen (15) months after the Closing Date. Nothing contained herein shall prohibit or restrict Purchaser from, or obligate Purchaser to, look to the Escrow Fund with respect to any Seller Indemnifiable Damages that does not arise from a breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, in any representation or warranty of Seller. In the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or event that Purchaser, in its directorssole discretion, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given elects to look to the Partnership)Escrow Fund for the recovery of Indemnifiable Damages arising from a claim against Seller that does not arise from a breach or inaccuracy in any representation or warranty of Seller, Purchaser and nonetheless proceeds Seller shall follow the procedure for recovering from the Escrow Fund as set out in this Section 11.4.3. 11.4.4. the maximum aggregate indemnification available to the ClosingPurchaser Indemnified Parties and the purchaser indemnified parties under the Affiliate Agreements, Rice taken together, in respect of all breaches of the representations, warranties, covenants and indemnities contained in Sections 5.1.18, 7.16, 11.2.5 and the correlative provisions under the Affiliate Agreements shall not be deemed to have waived any rights and remedies set forth $1,000,000, in this Agreement with respect to such breach or inaccuracythe aggregate.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not that SHLX Indemnified Parties would otherwise be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership SPLC shall not be liable only if (i) the Damages with respect to any individual claim exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Claim Amount”) and (ii) the Damages for those Damages unless all claims that exceed the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($1,000,000) (the Cap less “Deductible Amount”), and then SPLC shall be liable only for Damages to the Deductibleextent of any excess over the Deductible Amount. In no event shall SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 exceed Forty-Four Million Eight Hundred Thousand Dollars ($44,800,000) (the “Ceiling Amount”). Notwithstanding the foregoing, the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2, Section 3.4, Section 3.9, Section 3.17 and Section 3.18 or breaches of the covenant in Section 2.4, provided, that SPLC’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall not exceed the Purchase Price. (db) Notwithstanding clause (c) aboveFor purposes of determining the amount of Damages, (i) with respect to the extent the Rice Indemnitees are entitled to any asserted claim for indemnification for Damages for claims arising from fraudby a SHLX Indemnified Party, the Partnership such determination shall be fully liable for such Damages made without regard to any qualifier as to “material,” “materiality” or SPLC Material Adverse Effect expressly contained in Article III (except in the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge case of the term Material Contract); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach or violation of, or inaccuracy with respect to, of any representation or warranty of Rice has occurred. (c) Additionally, neither SPLC, on the one hand, nor SHLX and Operating, on the other hand, will be liable as an indemnitor under this Agreement (regardless of whether such knowledge is obtained for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by inspection the indemnified party or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds parties except to the Closing, the Partnership shall not be deemed extent resulting pursuant to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyThird Party Indemnity Claims.

Limitations on Indemnification. (a) To The Sellers shall have no obligation to indemnify any Purchaser Indemnified Party from and against any Losses until the extent aggregate Losses suffered by all Purchaser Indemnified Parties exceed $100,000, at which time the Partnership Indemnitees are entitled Sellers shall be liable to indemnification the Purchaser Indemnified Parties for Damages pursuant to Section 8.2(a), Rice the entire amount of all aggregate Losses suffered by all Purchaser Indemnified Parties. The foregoing limitation shall not be liable for those Damages unless apply to any Losses suffered by the aggregate amount of Damages exceeds one percent Purchaser Indemnified Parties with respect to Taxes or the termination of the Consideration (the “Deductible”), and then only Xxxxxxxx Agreement to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to it exceeds the amounts set forth in Section 8.2(a4.6(b) that exceed, in or the aggregate, fifteen percent of the Consideration (the “Cap”) less the DeductibleDetrex Claim. (b) Notwithstanding clause No claim for indemnification (aother than any amounts with respect to Taxes or the Xxxxxxxx Sales Commissions or the Manufacturers Agreement or the termination of the Xxxxxxxx Agreement or the termination of Xxxxxx Xxxxxxx) above, (i) under this Agreement may be brought after the second anniversary of this Agreement. There shall be no time limit on claims hereunder with respect to the extent Xxxxxxxx Sales Commissions, the Partnership Indemnitees are entitled Manufacturers Agreement or the Xxxxxxxx Agreement or the Detrex Claim. Any claim for indemnification with respect to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy may only be made prior to the expiration of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy related statute of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Caplimitations. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership In no event shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge liability of the breach or violation of, or inaccuracy with respect to, Sellers (excluding any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement liability with respect to such breach or inaccuracyTaxes, or (y) Rice obtains knowledge the termination of the breach Xxxxxxxx Agreement, the Xxxxxxxx Sales Commissions or violation of, the Manufacturers Agreement or inaccuracy with respect to, any representation or warranty of the Partnership Detrex Claim) to Parent and Purchaser arising under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyArticle XII exceed $25,000,000.

Limitations on Indemnification. The indemnification provided for in Sections 10.1 and 10.2 shall be subject to the following limitations: (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice Sellers shall not be liable obligated to pay any amounts for those Damages unless indemnification under Section 10.1(a) until the aggregate amount of Damages exceeds one percent indemnification payments equal $1.25 million (the "Basket Amount"), whereupon Sellers shall be obligated to pay all amounts in excess of the Consideration (the “Deductible”), and then only Basket Amount up to the extent Indemnity Escrow. Sellers shall be obligated to pay any amounts for indemnification under Sections 10.1(b) and 10.1(c) from the first dollar of any such excess; provided, however, that Rice Loss in full up to the Indemnity Escrow. Buyer shall not be liable obligated to pay any amounts for Damages pursuant indemnification under Section 10.2(a) until the aggregate indemnification payments equal the Basket Amount, whereupon Buyer shall be obligated to Section 8.2(a) that exceed, pay all amounts in the aggregate, fifteen percent excess of the Consideration (Basket Amount up to $25 million. Buyer shall be obligated to pay any amounts for indemnification under Sections 10.2(b) and 10.2(c) from the “Cap”) less the Deductiblefirst dollar of Loss in full up to $25 million. (b) Notwithstanding clause The Indemnity Escrow (aas such may be reduced from time to time by disbursements in accordance with Section 4.2 herein) above, (i) shall be the Buyer Indemnitees' sole and exclusive recourse for the satisfaction of any indemnification obligations of Sellers pursuant to Section 10.1 and in no event shall Sellers' indemnification obligations in the extent aggregate exceed the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy amount of the representations or warranties in Section 3.11, Rice Indemnity Escrow. In no event shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to Buyer's indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Capobligations under this Agreement exceed $25 million. (c) To the extent the Rice Indemnitees are entitled to The indemnification provided for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership this Article 10 shall be fully liable for the exclusive right and remedy with respect to any claim or cause of action based upon, relating to or arising out of this Agreement or otherwise in respect of the transactions contemplated hereby, whether such Damages without regard to the Deductible claim or the Cap cause of action arises out of any contract, tort or otherwise and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation no such claim or inaccuracy cause of a Partnership Fundamental Representation, the Partnership action shall be fully liable for such Damages without regard to enforceable unless made in accordance with the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice)procedures, and nonetheless proceeds to within the Closingtime periods, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect Article 10. Notwithstanding the foregoing sentence, either party shall be entitled to such any additional remedies that may be available under law or equity for a breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any a representation or warranty to the extent such party can demonstrate fraud or willful or knowing misrepresentation by the other party in a non-appealable final action before a court of the Partnership competent jurisdiction. (i) Notwithstanding any other provision of this Agreement, Sellers shall be obligated for Losses in respect of Liabilities and obligations arising under any Environmental Law under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given Article 10 only to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.extent that:

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice Seller shall not be liable for those Damages required to indemnify Purchaser unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages all Losses incurred by Purchaser pursuant to Section 8.2(a) that exceed5.1 exceeds $100,000. Once such aggregate amount of Losses incurred by Purchaser exceeds $100,000, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are Purchaser shall thereupon be entitled to indemnification only for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy amounts in excess of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible$100,000; provided, however, that the Partnership limitations contained in this sentence and the immediately preceding sentence shall not be liable apply to any claim of common law fraud alleged to have been committed by or on behalf of Seller or an Affiliate thereof upon Purchaser or claims for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) indemnification relating to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy breach of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Seller shall not be obligated to indemnify Purchaser for Losses that exceed $1,500,000 in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of Rice under this Agreement common law fraud alleged to have been committed by or on behalf of Seller or an Affiliate thereof upon Purchaser or claims for indemnification for Excluded Liabilities. (regardless c) Following the Closing, the sole and exclusive remedy of whether such knowledge is obtained by inspection the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or investigation conducted 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the Partnership indemnifying party or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds an Affiliate thereof upon the indemnified party) shall be pursuant to the Closing, the Partnership shall not be deemed to have waived any rights and remedies indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller under Article IX or Article X with respect to such any breach by the other of any of their covenants or inaccuracy, agreements to be performed at or (y) Rice obtains knowledge of after the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyEffective Time.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if the Sellers shall not be liable to the Purchaser Indemnified Parties in respect of any Damages incurred or suffered by such Purchaser Indemnified Party (i) in respect of claims under Section 9.2(a)(i) that is not a Qualifying Loss and (ii) until such time as the aggregate amount of all Damages claimed by the Purchaser Indemnified Parties under Section 9.2(a)(i) (other than with respect to Fundamental Representations, as to which this limitation shall not apply) exceeds an aggregate amount equal to [***], and then only for such Qualifying Losses in excess of [***]. The aggregate liability of Sellers in respect of claims for indemnification pursuant to Section 9.2(a)(i) (x) shall not exceed [***] (the Partnership obtains knowledge “Indemnification Cap”) in respect of all representations and warranties other than Fundamental Representations and (y) shall not exceed the aggregate amount of the breach Purchase Price in respect of the Fundamental Representations. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be liable to the Seller Indemnified Parties in respect of any Damages incurred or violation of, or inaccuracy suffered by such Seller Indemnified Party (i) in respect of claims under Section 9.2(b)(i) that is not a Qualifying Loss and (ii) until such time as the aggregate amount of Damages claimed by the Seller Indemnified Parties under Section 9.2(b)(i) (other than with respect toto Fundamental Representations, as to which this limitation shall not apply) exceeds an aggregate amount equal to [***], and then only for such Qualifying Losses in excess of [***]. The aggregate liability of Purchaser in respect of claims for indemnification pursuant to Section 9.2(b)(i) (x) shall not exceed the Indemnification Cap in respect of all representations and warranties other than Fundamental Representations and (y) shall not exceed the aggregate amount of the Purchaser Price in respect of the Fundamental Representations. (c) With respect to each indemnification obligation in this Agreement: (i) each such obligation shall be calculated net of any representation net Tax benefit actually realized in the year of loss or warranty the [***] succeeding taxable years; (ii) all Damages shall be net of Rice any insurance proceeds actually received by the Indemnified Party from a bona fide Third Party insurer, net of costs reasonably incurred by the Indemnified Party in seeking such collection and any increase in premiums as a result of the associated claim (“Eligible Insurance Proceeds”), to the extent that the Damages paid by the Indemnifying Party under this Agreement Article 9 in respect of the indemnification claim fully compensate the Indemnified Party for all Damages suffered in connection with such claim; (regardless iii) in no event shall an Indemnifying Party have liability to the Indemnified Party for any consequential, special, incidental, indirect or punitive damages, except if and to the extent any such damages are payable by an Indemnified Party pursuant to a Third Party Claim; and (iv) all payments made by an Indemnifying Party to an Indemnified Party in respect of whether any claim pursuant to Section 9.2 shall be treated as adjustments to the Purchase Price for Tax purposes. (d) In any case where an Indemnified Party recovers from a Third Party any Eligible Insurance Proceeds and/or any other amount in respect of any Damages for which an Indemnifying Party has actually paid or reimbursed such knowledge is obtained Indemnified Party pursuant to this Article 9, such Indemnified Party shall promptly pay over to the Indemnifying Party such Eligible Insurance Proceeds and/or the amount so recovered (after deducting therefrom the amount of expenses incurred by inspection or investigation conducted it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice Indemnified Party in respect of such knowledge has been given to Rice), claim and nonetheless proceeds to (ii) any amount expended by the Closing, the Partnership shall not be deemed to have waived Indemnifying Party in pursuing or defending any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice claim arising out of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracymatter.

Limitations on Indemnification. (a) To Notwithstanding anything herein to the extent contrary, Sykes and the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice Seller shall not be liable for those Damages obligated to indemnify the Buyer under Section 6.2: (i) unless the aggregate amount of Damages exceeds one percent all of the Consideration Buyer Loss exceeds Fifty Thousand United States Dollars (US$ 50,000.00) (the “DeductibleSellers’ Basket”), and then only in which case the Buyer shall be entitled to recover all of the Buyer Loss, including such US$ 50,000.00 or (ii) to the extent that the aggregate of any such excess; all the Buyer Losses exceed One Million (US$ 1,000,000.00) (the “Sellers’ Indemnification Cap”), provided, however, that Rice the Sellers’ Basket and the Sellers’ Indemnification Cap shall not be liable for Damages pursuant apply to Section 8.2(a) that exceedany Sykes and Sellers indemnification obligation arising out of, relating to or resulting from fraud , in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductiblewhich case no liability cap shall apply. (b) Notwithstanding clause (a) aboveanything herein to the contrary, Buyer shall not be obligated to indemnify Sellers under Section 6.3 (i) to unless the extent aggregate of all of the Partnership Indemnitees are Sellers Loss exceeds Fifty Thousand United States Dollars (US$50,000.00) (the “Buyer’s Basket”), in which case the Sellers shall be entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy recover all of the representations Sellers’ Loss, including such US$50,000.00) or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent that the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy aggregate of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to all the Deductible or Sellers Losses exceed One Million United States Dollars (US$ 1,000,000.00) (the “Buyer’s Indemnification Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a”), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership Buyer’s Basket and the Buyer’s Indemnification Cap shall not be liable for Damages pursuant apply to Section 8.1(a) that exceedany Buyer indemnification obligation arising out of, relating to or resulting from fraud by Buyer, in the aggregate, the Cap less the Deductiblewhich case no liability cap shall apply. (d) Notwithstanding clause (c) aboveFor all purposes of this Section 6, the Buyer Loss or Sykes or the Seller’s Loss, as the case may be, shall be net of (i) any insurance or other recoveries payable to the extent indemnified Party or its Affiliates in connection with the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard facts giving rise to the Deductible or the Cap right of indemnification and (ii) any tax benefit with a direct cash effect on corporate tax payments for the year, available to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership indemnified Party or its directorsAffiliates arising in connection with the accrual, officersincurrence or payment of any such Buyer Loss or Sellers Loss, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to as the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracycase may be.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Seller shall not have any liability under Section 8.2(a7.1(a), Rice shall not be liable including Claims solely for those Damages unless breach of any representation or warranty with respect to the Unaudited Financial Information made under Section 8.5 below (“Section 8.5 Warranty Claims”), until the aggregate amount of Damages all Claims described in Section 7.1(a), including Section 8.5 Warranty Claims, exceeds one percent of the Consideration $1,020,000 (the “DeductibleThreshold Amount”), and then only for the amount by which such Claims exceed the Threshold Amount. Upon reaching the Threshold Amount, Seller shall be liable to the extent Purchaser Indemnified Parties with respect to Claims described in Section 7.1(a) including Section 8.5 Warranty Claims, in excess of the Threshold Amount up to an aggregate amount of $10,200,000 (the “Cap”). Notwithstanding anything contained herein to the contrary, the limitations set forth in this Section 7.4(a) will not apply to a Claim (i) for a breach of a representation or warranty contained in Section 4.2(a), the first sentence of Section 4.3 and Section 4.5(a), or (ii) for actual (and not constructive) fraud. (b) Purchaser and Parent shall not have any liability under Section 7.2(a) until the aggregate amount of all Claims described in Section 7.2(a) exceeds the Threshold Amount, and then only for the amount by which such excessClaims exceed the Threshold Amount. Upon reaching the Threshold Amount, Purchaser and Parent shall be jointly and severally liable to the Seller Indemnified Parties with respect to Claims described in Section 7.2(a) in excess of the Threshold Amount up to an aggregate amount equal to the Cap. Notwithstanding anything contained herein to the contrary, the limitations set forth in this Section 7.4(b) will not apply to a Claim (i) for a breach of a representation or warranty contained in Section 3.1 and Section 3.4, or (ii) for actual (and not constructive) fraud. (c) All representations and warranties contained in this Agreement, including the representations and warranties as to the Unaudited Financial Information in Section 8.5 below, the Schedules and Exhibits hereto and any agreement, document, instrument or certificate delivered hereunder will survive the Closing for a period of twelve (12) months; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) a claim for indemnification relating to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or and warranties in Section 3.113.1 (other than the first sentence thereof), Rice shall be fully liable for such Damages without regard to Section 4.2(a), the Deductible or first sentence of Section 4.3 and Section 4.5(a) will survive the Cap Closing indefinitely and (ii) a claim for indemnification relating to the extent representations and warranties contained in Section 4.7 and Section 4.9 must be made with six (6) months after the Partnership Indemnitees are entitled expiration of the applicable statute of limitations (including extensions). However, as to indemnification for Damages for claims arising from a breachany breach of, violation or inaccuracy of a Rice Fundamental Representationmisstatement in, Rice shall be fully liable for any such Damages without regard representation or warranty as to which the non-breaching party has given notice to the Deductible breaching party on or prior to the Cap. (c) To expiration of the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a)applicable period, as above set forth, the Partnership shall not be liable for those Damages unless same will continue to survive beyond said period, but only as to the aggregate amount of Damages exceeds the Deductible; providedmatters contained in such notice. All covenants and agreements made by a party hereto in this Agreement or in any Transaction Agreement (including, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregatewithout limitation, the Cap less indemnification obligations set forth in this Section) will survive the DeductibleClosing until fully performed, discharged and satisfied. (d) Notwithstanding clause To the extent an Indemnifying Party (cas defined below) aboveindemnifies any Indemnified Party (as defined below) on any Claim, (i) each Indemnified Party shall assign to the Indemnifying Party, to the fullest extent allowable, their rights and causes of action with respect to such Claim against third parties, or in the Rice Indemnitees are event assignment is not permissible, the Indemnifying Party shall be allowed to pursue such Claim in the name of the applicable Indemnified Party, as applicable, at the Indemnifying Party’s expense. The Indemnifying Party shall be entitled to retain all recoveries for its own accounts made as a result of any such action. Each Indemnified Party shall provide, at no expense to themselves, to the Indemnifying Party reasonable assistance in prosecuting such Claim, including making their books and records relating to such Claim available and making their employees available for interviews and similar matters. If an Indemnified Party recovers from a third party any part of any Claim that had been paid by the Indemnifying Party pursuant to its indemnification for Damages for claims arising from fraudobligations hereunder, each such Indemnified Party shall promptly remit to the Partnership shall be fully liable for Indemnifying Party the amount of such Damages recovery without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Captime limitations described in Section 7.4(c). (e) Notwithstanding anything No Indemnified Party shall be entitled to any indemnity on account of consequential, incidental or indirect damages or losses (unless such damages or losses are asserted against any Indemnified Party by a third party) and, in particular, no “multiple of profits” or other items shall be applied in calculating any indemnity amount. (f) No Indemnified Party shall have liability for indemnification with respect to any Claim for indemnification that relates to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation passing of, or inaccuracy with respect toany change in, after the Closing Date, any representation Law or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection any accounting policy, principle or investigation conducted by practice or any increase in Tax rates in effect on behalf of the Partnership Closing Date, even if the change or its directors, officers, employees, increase has retroactive effect or representatives requires action at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracya future date.

Limitations on Indemnification. The indemnification obligations of the Sellers set forth in Section 6.1 shall be subject to the following limitations: (ai) To The obligations of the Sellers to indemnify the Buyer Parties from and against Buyer Indemnifiable Losses arising under Section 6.1(b)(i) shall be on a several (and not joint and several) basis; (ii) the obligations of the Sellers to indemnify the Buyer Parties from and against Buyer Indemnifiable Losses arising under Section 6.1(b)(ii) shall be on a joint and several basis to the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless that the aggregate amount of Damages exceeds one percent such Buyer Indemnifiable Losses is less than the Cap (as defined below); and (iii) the obligations of the Consideration Sellers to indemnify the Buyer Parties from and against Buyer Indemnifiable Losses arising under Section 6.1(b)(ii) shall be several (the “Deductible”), and then only not joint and several) on a pro rata basis in accordance with their respective Adjusted Pro Rata Portions to the extent that the aggregate amount of any such excessBuyer Indemnifiable Losses exceeds the Cap; provided, however, that Rice each Seller shall not be liable in the aggregate for Damages pursuant more than such Seller’s Adjusted Pro Rata Portion of the sum of (A) the Initial Purchase Price Payment plus (B) the Escrow Payments paid to the Non-Investor Common Stockholders; and provided further, that for the avoidance of doubt, the Buyer shall be entitled to recover the entire amount of any Buyer Indemnifiable Losses from the Escrow Funds. The limitations of this Section 8.2(ashall not apply with respect to claims resulting from fraud or willful misconduct. (b) that exceedThe aggregate liability of the Sellers to indemnify the Buyer Parties from and against any Buyer Indemnifiable Losses arising under Sections 6.1(b)(ii)(A) and 6.1(b)(ii)(D) shall not, in the aggregateany event, fifteen percent of the Consideration exceed an amount equal to Two Million Dollars ($2,000,000) (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership Cap shall not apply to (i) any breach or inaccuracy of any of the Fundamental Representations, or (ii) any claims resulting from fraud or willful misconduct. (c) The Sellers will not have any obligation to indemnify the Buyer Parties with respect to any Buyer Indemnifiable Losses arising under Section 6.1(b)(ii)(A) until the Buyer Parties shall first have suffered aggregate Buyer Indemnifiable Losses relating thereto in excess of Two Hundred Thousand Dollars ($200,000) (the “Basket”) (at which point the Sellers will be obligated to indemnify the Buyer Parties for 50% of the Basket and the entire amount of such Buyer Indemnifiable Losses in excess of the Basket); provided, however, that the Basket shall not apply to (i) any breach or inaccuracy of any of the Fundamental Representations, or (ii) any claims resulting from fraud or willful misconduct. (d) Except with respect to claims resulting from fraud or willful misconduct, the indemnification obligations of the Sellers under Sections 5.3(a) and 6.1 shall be the exclusive right and remedy of any Buyer Party, and the sole liability of the Sellers, for any claim for Buyer Indemnifiable Losses arising out of this Agreement, including (i) any breach of any representation or warranty, or (ii) any breach or nonperformance by any Seller of any of such Seller’s covenants or agreements expressly set forth in this Agreement. (e) The Sellers shall not be liable for Damages pursuant to Section 8.1(a) that exceed, any damages calculated based on a multiple of earnings or revenues or similar financial performance metrics (in the aggregate, the Cap less the Deductibleexcess of 1.0x). (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant Subject to Section 8.2(a8.4(d), Rice the Seller shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only required to the extent of make any such excess; provided, however, that Rice shall not be liable for Damages indemnification payment pursuant to Section 8.2(a) until such time as the total amount of all Damages that exceed, in the aggregate, fifteen percent have been incurred by any one or more of the Consideration Purchaser Indemnitees and with respect to which any indemnification payment would otherwise be available to the Purchaser Indemnitees pursuant to such section, exceeds an aggregate of $440,000 (the “CapDeductible Amount”). If the total amount of such Damages exceeds the Deductible Amount, the Purchaser Indemnitees shall be entitled to be indemnified only against the amount of such Damages exceeding the Deductible Amount. Subject to Section 8.4(e), the Purchaser shall not be required to make any indemnification payment pursuant to Section 8.3(a) less until such time as the Deductibletotal amount of all Damages that have been incurred by any one or more of the Seller Indemnitees and with respect to which any indemnification payment would otherwise be available to the Seller Indemnitees pursuant to such section exceeds the Deductible Amount. If the total amount of such Damages exceeds the Deductible Amount, the Seller Indemnitees shall be entitled to be indemnified only against the amount of such Damages exceeding the Deductible Amount. (b) Notwithstanding clause (a) aboveSubject to Section 8.4(e), the maximum amount of indemnifiable Damages which may be recovered by the Purchaser Indemnitees from the Seller with respect to (i) the matters described in Section 8.2(a), Section 8.2(b) and Section 8.2(c) shall be an aggregate amount equal to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the CapIndemnification Holdback Amount. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant Subject to Section 8.1(a8.4(e), the Partnership maximum amount of indemnifiable Damages which may be recovered by the Seller Indemnitees from the Purchaser with respect to the matters described in Section 8.3(a) and 8.3(b) shall not be liable for those Damages unless the an aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant equal to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible$4,000,000. (d) Notwithstanding clause (c) aboveThe amount of Damages recoverable by any Indemnitees hereunder shall be reduced by the amount of any insurance proceeds actually paid to the Indemnitee, (i) and the Tax benefits to which any of the Purchaser Indemnitees is entitled, relating to such Damages, after deducting all attorneys fees, expenses and other costs of recovery and any deductible associated therewith to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cappaid. (e) Notwithstanding anything to The limitations on the contrary in this Agreement, if (x) the Partnership obtains knowledge indemnification obligations of the breach or violation ofSeller and the Purchaser set forth in Sections 8.4(a), or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice8.4(b), and nonetheless proceeds to the Closing, the Partnership 8.4(c) shall not be deemed apply to have waived any rights and remedies set forth Damages arising from any inaccuracy in this Agreement with respect to such or breach of any Fundamental Representation or inaccuracy, or (y) Rice obtains knowledge in the case of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyfraud.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Except as set forth in Section 8.2(a7.5(b), Rice Seller’s indemnification obligations in Sections 7.1(a)(i) or (ii) shall not be liable for those Damages unless the exceed an aggregate amount of Damages exceeds one percent of equal to the Consideration Purchase Price (the “DeductibleCap Amount”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause Seller’s aggregate indemnification obligations under Sections 7.1(a)(i) and (a) aboveii), (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising such obligations arise from a breach, violation or inaccuracy breach of any of the representations or and warranties contained in Section 3.112.7(a) (Title), Rice Section 2.13 (Intellectual Property) or Section 4.6 (Bulk Sales) shall be fully liable for such Damages without regard not, when added to the Deductible or any amounts paid to satisfy indemnification obligations with respect to any other representations and warranties, exceed an aggregate amount equal to three (3) times the Cap Amount. In any event, the aggregate indemnification obligation of Seller under Sections 7.1(a)(i) and (ii) to shall not exceed three (3) times the extent Cap Amount, and the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice limitation set forth in this Section 7.5(b) shall be fully liable for inclusive of the limitation set forth in Section 7.5(a), and not in addition to such Damages without regard to the Deductible or the Caplimitation. (c) To Notwithstanding the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a)provisions of this Article 7, the Partnership Seller shall not be liable have any indemnification obligation under this Agreement for those Damages any (except Section 7.3) indemnification claims under Sections 7.1(a)(i) and (ii) unless and until the aggregate amount of Damages the Losses of the Purchaser Indemnitee exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, $25,000 in the aggregate, whereupon Seller shall be liable to indemnify the Cap less Purchaser Indemnitee only to the Deductibleextent that such Losses exceed $25,000. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible The amount payable by a Seller Indemnitee or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement Purchaser Indemnitee with respect to such breach a Loss shall be reduced by the amount of any insurance proceeds received by the Purchaser Indemnitee or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement Seller Indemnitee as applicable with respect to such breach the Loss, and each of the Purchaser Indemnitees and Seller Indemnitees hereby agrees to use reasonable efforts to collect any and all insurance proceeds to which either may be entitled in respect of any Loss or inaccuracyto permit Seller or Purchaser to do so if permitted under the applicable insurance policy.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice Seller shall not be liable for those Damages required to indemnify Purchaser under Section 4.1(a) and Section 4.1(b) and Purchaser shall not be required to indemnify Seller under Section 4.2, unless the aggregate amount of Damages all Losses incurred by Purchaser or Seller as a result of such breaches, exceeds $15,000. Once such aggregate amount of such Losses incurred by Purchaser, on the one percent of hand, or Seller, on the Consideration (other hand, exceeds $15,000, Purchaser or Seller, as the “Deductible”)case may be, and then only to the extent of any such excess; provided, however, that Rice shall not thereupon be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard amounts relating back to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductiblefirst dollar; provided, however, that the Partnership limitations contained in this sentence and the immediately preceding sentence shall not be liable for Damages pursuant apply to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) any claim of common law fraud alleged to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted have been committed by or on behalf of the Partnership indemnifying party or its directorsan affiliate thereof upon the indemnified party, officersas applicable. (b) Neither Seller, employeeson the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for any Losses under Section 4.1(a) and Section 4.1(b) or representatives at any time and regardless of whether notice of such knowledge has been given to Rice)Section 4.2, and nonetheless proceeds to the Closingextent the aggregate amount of all such Losses exceeds $1,000,000; provided, however, that (i) the Partnership foregoing limitation on Purchaser’s obligation to indemnify Seller under Section 4.2(d) shall not be deemed to have waived any rights and remedies set forth in this Agreement apply where the claim arising after the Effective Time with respect to such breach the Transferred Assets and Assumed Liabilities results entirely from acts or inaccuracy, or omissions of Purchaser occurring after the Effective Time and (yii) Rice obtains knowledge the limitations contained in this sentence shall not apply to any claim of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted common law fraud alleged to have been committed by or on behalf of Rice the indemnifying party or its directorsan affiliate thereof upon the indemnified party, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to as applicable. (c) Following the Closing, Rice shall not be deemed the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 4.1 or Section 4.2 (other than claims of common law fraud alleged to have waived any rights and remedies been committed by or on behalf of the indemnifying party or an affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Agreement with respect to such breach or inaccuracyArticle IV.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if the rights of the Purchaser and the Sellers (xand their respective Affiliates) to indemnification for Losses under Section 8.1 or 8.2 shall be subject to the following provisions: (a) The maximum obligation of the Sellers to Purchaser, on the one hand, and the Purchaser to a Seller, on the other hand, with respect to indemnification under Sections 8.1(a) and (b) and 8.2(a) and (b), respectively, shall not exceed, in the aggregate, the Purchase Price paid to such Seller in the case of any Seller, and the aggregate Purchase Price paid to such Seller by Purchaser in the case of Purchaser. (b) If more than one Seller is obligated to indemnify the Purchaser pursuant to Section 8.1 for a particular Loss, the maximum obligation of such Seller shall be limited to an amount equal to the product of (i) the Partnership obtains knowledge total amount of indemnification owed by all Sellers that are required to indemnify the Purchaser for such Loss multiplied by (ii) the relative Ownership Interest of such Seller out of the breach Ownership Interests of all Sellers required to indemnify the Purchaser for such Loss; (c) The Claimant's right to indemnification hereunder on account of any Losses shall be reduced by (i) the amount actually received by the Claimant from a third party (including an insurance company) net of any deductibles, self-retention amounts and related increased costs and costs of collection, (ii) the amount paid by such third party to another for the account or violation ofbenefit of the Claimant, or inaccuracy with respect to, to the settlement or resolution of a claim for which the Claimant was entitled to be reimbursed hereunder (net of any representation costs directly or warranty of Rice under this Agreement (regardless of whether indirectly incurred by the Claimant including deductibles and self-retention amounts in causing such knowledge is obtained by inspection third party to make such payment or investigation conducted by in defending or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Riceotherwise handling a Third Party Claim relating thereto), and nonetheless proceeds (iii) the amount of any net Tax benefit actually realized by the Claimant after giving effect to the ClosingTax consequences to the Claimant of incurring the Loss and receiving an indemnification payment pursuant to this Article 8. In determining the Claimant's net Tax benefit, amounts shall be grossed up or grossed down (and further grossed up or grossed down) as appropriate and the Claimant may estimate the present value of any Tax cost or Tax benefit expected to be realized beyond the current taxable period. In connection with any claim for indemnification pursuant to this Article 8, at the request of an Indemnitor, the Partnership Claimant shall deliver to such Indemnitor a certificate, prepared in good faith, of the Claimant, executed on its behalf by its chief financial officer or principal officer responsible for Tax matters, that sets forth the Claimant's net Tax benefit and its calculation. The calculation shall assume that the Claimant pays Taxes at the highest applicable rate and that the proper discount rate for any present value calculation is 7%. Such certificate shall be binding upon the recipient thereof absent manifest error. The Claimant shall not be deemed required to have waived any rights and remedies set forth in this Agreement with respect provide access to such breach its Tax Returns or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyrecords.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant Subject to Section 8.2(a8.4(d), Rice the Seller shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only required to the extent of make any such excess; provided, however, that Rice shall not be liable for Damages indemnification payment pursuant to Section 8.2(a) until such time as the total amount of all Damages that exceed, in the aggregate, fifteen percent have been incurred by any one or more of the Consideration Purchaser Indemnitees and with respect to which any indemnification payment would otherwise be available to the Purchaser Indemnitees pursuant to such section, exceeds an aggregate of $575,000 (the “CapDeductible Amount”). If the total amount of such Damages exceeds the Deductible Amount, the Purchaser Indemnitees shall be entitled to be indemnified only against the amount of such Damages exceeding the Deductible Amount. Subject to Section 8.4(e), the Purchaser shall not be required to make any indemnification payment pursuant to Section 8.3(a) less until such time as the Deductibletotal amount of all Damages that have been incurred by any one or more of the Seller Indemnitees and with respect to which any indemnification payment would otherwise be available to the Seller Indemnitees pursuant to such section exceeds the Deductible Amount. If the total amount of such Damages exceeds the Deductible Amount, the Seller Indemnitees shall be entitled to be indemnified only against the amount of such Damages exceeding the Deductible Amount. (b) Notwithstanding clause (a) aboveSubject to Section 8.4(e), the maximum amount of indemnifiable Damages which may be recovered by the Purchaser Indemnitees from the Seller with respect to (i) the matters described in Section 8.2(a) and Section 8.2(c) shall be an aggregate amount equal to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breachIndemnification Holdback Amount, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) the matters described in Section 8.2(b) (other than with respect to Section 4.3) and Section 8.2(d) and any other matters under this Agreement shall be an aggregate amount equal to the extent amount of the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation Purchase Price actually received by the Seller or inaccuracy any Affiliate of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the CapSeller. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant Subject to Section 8.1(a8.4(e), the Partnership maximum amount of indemnifiable Damages which may be recovered by the Seller Indemnitees from the Purchaser with respect to the matters described in Section 8.3(a) and 8.3(b) shall not be liable for those Damages unless the an aggregate amount of Damages exceeds equal to the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the DeductibleIndemnification Holdback Amount. (d) Notwithstanding clause (c) aboveThe amount of Damages recoverable by any Indemnitees hereunder shall be reduced by the amount of any insurance proceeds actually paid to the Indemnitee, (i) and the Tax benefits to which any of the Purchaser Indemnitees is entitled, relating to such Damages, after deducting all attorneys fees, expenses and other costs of recovery and any deductible associated therewith to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cappaid. (e) Notwithstanding anything to The limitations on the contrary in this Agreement, if (x) the Partnership obtains knowledge indemnification obligations of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Seller and the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies Purchaser set forth in this Agreement with respect to such breach or inaccuracySections 8.4(a), 8.4(b), or (y8.4(c) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed apply to have waived any rights and remedies set forth Damages arising from any inaccuracy in this Agreement with respect to such or breach of any Fundamental Rep or inaccuracyin the case of fraud.

Limitations on Indemnification. (a) To Neither the extent Acquiror Indemnified Persons nor the Partnership Indemnitees are Target Indemnified Persons may recover in respect of any claim for indemnification as a result of any breach of any representation or warranty in accordance with Sections 10.1(a), 10.1(f) or 10.2(a), respectively, unless and until the Indemnifiable Losses in accordance with Sections 10.1(a), 10.1(f) or 10.2(a), respectively, have been incurred, paid or accrued in an aggregate amount greater than $1,400,000 (the “Indemnification Threshold”). Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or warranty pursuant to Sections 10.1(a) or 10.1(f) above, the Acquiror Indemnified Persons shall be entitled to indemnification for Damages recover all Indemnifiable Losses as a result of a breach of such representation or warranty incurred, paid or accrued by them in excess of the Indemnification Threshold. Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or warranty pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a10.2(a) above, (i) to the extent the Partnership Indemnitees are Target Indemnified Persons shall be entitled to indemnification for Damages for claims arising recover from fraud Parent all Indemnifiable Losses as a result of a breach of such representation or Damages for Taxes arising from a breach, violation or inaccuracy warranty incurred by them in excess of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the DeductibleIndemnification Threshold; provided, however, that the Partnership Indemnification Threshold shall not be liable for Damages pursuant apply to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising Indemnifiable Losses suffered resulting from a breachbreach of Section 3.2 (Capitalization and Voting Rights of the Company), violation or inaccuracy Section 3.3 (Capitalization and Voting Rights of a Partnership Fundamental Representationthe Subsidiaries), the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. Section 3.5 (eAuthority, Authorization and Enforceability),the fourth sentence of Section 3.20(a) (Taxes), Section 3.30 (Votes Required and Obtained), Section 3.32 (Merger Consideration Statement), Section 3A.1 (Power and Authorization), Section 3A.4 (Capital Stock) and Section 4.3 (Authority, Authorization and Enforceability). Notwithstanding anything to the contrary in this Agreement, if in no event shall the Indemnification Threshold apply to any Indemnifiable Loss suffered by (xi) any Acquiror Indemnified Person pursuant to Sections 10.1(b), (c), (d), or (e) or (ii) any Target Indemnified Person pursuant to Section 10.2(b). (b) Notwithstanding anything to the Partnership obtains knowledge contrary set forth in this Agreement, the Acquiror Indemnified Persons may not recover in respect of any claim for indemnification pursuant to Section 10.1(e) unless and until the Indemnifiable Losses pursuant to Section 10.1(e) have been incurred, paid or accrued in an aggregate amount greater than $250,000 (the “Litigation Indemnification Threshold”). Once the Litigation Indemnification Threshold has been exceeded with respect to claims for indemnification pursuant to Section 10.1(e), the Acquiror Indemnified Persons shall be entitled to recover all Indemnifiable Losses as a result of a claim for indemnification pursuant to Section 10(e) incurred, paid or accrued by them in excess of the breach Litigation Indemnification Threshold. From and after the Effective Time, the General Counsel of the Company and his or violation ofher staff, or inaccuracy at the direction of the Stockholders’ Representative, shall have oversight for and shall handle all day-to-day matters with respect toto the Actions set forth on Schedule 10.1(e) of the Disclosure Schedule. The parties agree that (i) no material fee or expense shall be incurred in connection with any such Action and (ii) no such Action shall be settled or otherwise resolved, in each case without the prior written consent of the Stockholders’ Representative, such consent not to be unreasonably withheld, conditioned or delayed. (c) The maximum aggregate liability of the Sellers pursuant to Section 10.1(a) or 10.1(f) above will not exceed $19,100,000 (the “Seller Indemnification Cap”); provided, however, that the Seller Indemnification Cap shall not apply with respect to Indemnifiable Losses resulting from a breach of Section 3.2 (Capitalization and Voting Rights of the Company), Section 3.3 (Capitalization and Voting Rights of the Subsidiaries), Section 3.5 (Authority, Authorization and Enforceability), the fourth sentence of Section 3.20(a) (Taxes), Section 3.30 (Votes Required and Obtained), Section 3.32 (Merger Consideration Statement), Section 3A.1 (Power and Authorization) and Section 3A.4 (Capital Stock), for which purposes the Seller Indemnification Cap shall be deemed to be the Merger Consideration actually received by the Sellers. Notwithstanding anything to the contrary in this Agreement, in no event shall the Seller Indemnification Cap apply to any Indemnifiable Loss suffered by any Acquiror Indemnified Person pursuant to Sections 10.1(b), (c), (d) or (e), for which purposes the Seller Indemnification Cap shall be deemed to be the Merger consideration actually received by the Sellers. The maximum liability of Parent pursuant to Section 10.2(a) above will not exceed $19,100,000 (the “Parent Indemnification Cap”); provided, however, that the Parent Indemnification Cap shall not apply with respect to the Indemnifiable Losses resulting from a breach of Section 4.3 (Authority, Authorization and Enforceability). Notwithstanding anything to the contrary in this Agreement, in no event shall the Parent Indemnification Cap apply to any Indemnifiable Loss suffered by any Target Indemnified Person pursuant to Section 10.2(b). (d) The period during which claims for indemnification under this Section 10 may be initiated shall commence upon the date hereof and terminate at 5:00 p.m., prevailing New York City time, on the first anniversary of the Closing Date (the “Claim Period”), provided, however, that any claim initiated by written notice from Parent to Stockholders’ Representative or from Stockholders’ Representative to Parent, as the case may be, setting forth the nature of the claim in reasonable detail, including the estimated amount of the claim, prior to expiration of the Claim Period shall not terminate until the claim is finally resolved. Notwithstanding the foregoing, the right of the Acquiror Indemnified Persons to assert an indemnification claim for a breach of Section 3.2 (Capitalization and Voting Rights of the Company), Section 3.3 (Capitalization and Voting Rights of the Subsidiaries), Section 3.5 (Authority, Authorization and Enforceability), the fourth sentence of Section 3.20(a) (Taxes), Section 3.30 (Votes Required and Obtained), Section 3.32 (Merger Consideration Statement), Section 3A.1 (Power and Authorization), Section 3A.4 (Capital Stock) shall survive until the applicable statute of limitation date plus 90 days. Notwithstanding the foregoing, the right of the Target Indemnified Persons to assert an indemnification claim for a breach of Section 4.3 (Authority, Authorization and Enforceability) shall survive until the applicable statute of limitation date plus 90 days. All representations and warranties of the parties contained in this Agreement shall survive the consummation of the Merger and continue until the expiration of the Claim Period, after which time such representations and warranties shall terminate, except that claims with respect to any breach of any representation or warranty initiated prior to the expiration of Rice the Claim Period in accordance with the foregoing do not terminate until such claims are finally resolved. (e) All calculations of Indemnifiable Losses shall take into account any insurance proceeds actually received by the applicable Indemnified Person in connection with the matter out of which such Indemnifiable Losses arose. Indemnification payments under this Agreement (regardless of whether Section 10 shall be paid without reduction for any Tax benefits available to the applicable Indemnified Person; provided, however, that, to the extent that a Indemnified Person recognizes Tax benefits with respect to any Indemnifiable Losses for which indemnification is provided under this Section 10, such knowledge is obtained by inspection or investigation conducted by or on behalf of Indemnified Person shall pay the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice amount of such knowledge has been given Tax benefits to Ricethe Obligated Person as such Tax benefits are actually recognized by such Indemnified Person. (f) Notwithstanding anything herein, the limitations set forth in Sections 10.3(a), (b), (c) and nonetheless proceeds (d) as applicable (i) to the ClosingCompany and Sellers, the Partnership shall not be deemed to have waived any rights and remedies set forth applicable in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge the case of fraud on the part of the breach Company or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership)Sellers, and nonetheless proceeds (ii) to the ClosingParent, Rice shall not be deemed applicable in the case of fraud on the part of Parent. (g) For purposes of this Section 10, the determination of whether any representation, warranty or covenant has been breached shall give effect to have waived any rights and remedies set forth a Material Adverse Effect qualification or other materiality qualification contained in this Agreement with respect to the representation, warranty or covenant. Once a representation, warranty or covenant has been breached, the amount of Indemnifiable Losses arising out of such breach shall be determined without giving effect to any Material Adverse Effect qualification or inaccuracyother materiality qualification.

Limitations on Indemnification. Notwithstanding any other provision in this Agreement to the contrary: (a) To Except as set forth in Section 12.17, the extent the Partnership Indemnitees are entitled right to indemnification under Sections 8.3 and 8.4 is the sole and exclusive remedy for Damages pursuant to Section 8.2(a)the Indemnified Parties for any Breach of any representation, Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent warranty, covenant, agreement or duty of the Consideration applicable Indemnifying Parties (the “Deductible”), and then only except to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(aarising from the Indemnified Parties’ willful misconduct or from the Indemnified Parties’ intentional Breaches) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud under this Agreement or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and any Transaction Document; (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breachin any schedule, violation certificate or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted other document delivered by or on behalf of the Partnership Indemnified Parties under this Agreement; or its directors, officers, employees, (iii) otherwise from or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds in connection with the Contemplated Transactions. (b) Sellers will have no liability with respect to the Closing, claims of Buyer Indemnified Parties for indemnification under Section 8.4(i) until the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement total of all Losses with respect to such breach matters exceeds US$2,000,000, in which case Buyers will then be entitled to indemnification for all such Losses; provided, that the foregoing limitation will not apply to Losses arising under Sections 3.1, 3.2, 3.3, 3.21 and 3.22. (c) The aggregate liability of Sellers with respect to the claims of Buyer Indemnified Parties for indemnification under Sections 8.4(i) and 8.4(ii) shall be limited to: (i) US$25,000,000 with respect to all Losses for which Buyer Indemnified Parties are entitled to indemnification under Section 8.4(i) (other than Fundamental Losses, Tax Losses and Broker Losses); (ii) US$70,000,000 with respect to Tax Losses, less all Losses included within Section 8.5(c)(i) (the “Tax Loss Cap”); (iii) US$315,000,000 with respect to Fundamental Losses; and (iv) the Closing Proceeds with respect to Broker Losses and Losses for which the Buyer Indemnified Parties are entitled to indemnification under Section 8.4(ii). (d) If the Closing occurs, no party shall be entitled to any recovery unless a claim for indemnification is made (i) in accordance with this Section 8 and before the date that is (A) the 12 month anniversary of the Closing Date with respect to Breaches for which Buyer Indemnified Parties are entitled to indemnification under Section 8.4(i) other than Sections 3.1, 3.2, 3.3, 3.8, 3.17, 3.21 and 3.22; (B) the 24 month anniversary of the Closing Date for all Breaches of Section 3.21; (C) the later of the 60 month anniversary of the day on which the Cinemex Companies (i) are or inaccuracy, were required to file or (yii) Rice obtains knowledge effectively file the relevant Tax Return with the relevant Governmental Body in Mexico for the tax period in which the Taxes were incurred relating to a Pre-Closing or Straddle Tax Period for all Breaches of Section 3.8 or Losses for which the Buyer Indemnified Parties are entitled to indemnification under Section 8.4(v); (D) the 60 month anniversary of the breach or violation of, or inaccuracy with respect to, any representation or warranty Closing Date for Breaches of the Partnership under this Agreement Section 3.17; (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives E) at any time for all Breaches of Sections 3.1, 3.2, 3.3 and regardless 3.22; (F) at any time for Losses for which the Buyer Indemnified Parties are entitled to indemnification under Sections 8.4(iii) and 8.4(iv); (G) the 36 month anniversary of whether notice the Closing Date for Losses for which the Buyer Indemnified Parties are entitled to indemnification under Section 8.4(ii). (e) The amount of such knowledge has been given to any Loss for which indemnification is provided under this Section 8 shall be net of any amounts actually recovered by the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement Indemnified Party under insurance policies with respect to such breach Loss and shall be reduced to take account of any Tax Benefit realized by the Indemnified Party arising from the incurrence or inaccuracypayment of any such Loss; provided that the Indemnified Party will use commercially reasonable efforts to recover amounts under insurance policies with respect to such loss.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are The Buyer Covered Persons shall not be entitled to indemnification for Damages pursuant to under Section 8.2(a7.1(a)(i) and 7.1(a)(ii), Rice shall not be liable for those Damages unless and until the aggregate amount of Damages liability for Losses thereunder exceeds one percent of the Consideration $25,000 (the “Deductible”) at which point the Sellers will be obligated, jointly and severally, to indemnify the Buyer Covered Persons for the entire amount of all Losses in excess of the Deductible, subject to the other limitations on indemnification contained herein. The Deductible shall apply to Section 7.1(b)(i) but shall not apply to the Sellers’ indemnification obligations pursuant to Section 7.1(b)(ii). The maximum liability of the Sellers for indemnification of the Buyer Covered Persons pursuant to Section 7.1(a) and the maximum liability of the Sellers for indemnification of the Company pursuant to Section 7.1(b), as applicable, shall be equal to (i) the Purchase Price with respect to indemnification of the Buyer Covered Persons under Section 7.1(a)(i) or Section 7.1(a)(iii), and then only (ii) an amount equal to 30% of the extent Purchase Price with respect to (A) indemnification of any such excessthe Buyer Covered Persons under Section 7.1(a)(ii) and (B) indemnification of the Company pursuant to Section 7.1(b); provided, however, that Rice in no event shall the Sellers, individually or as a group, be responsible for aggregate indemnification under Section 7.1 in excess of the Purchase Price, and for the avoidance of doubt, any obligations of the Sellers pursuant to Section 7.4(b) and Section 7.5 for costs and expenses of the prevailing party shall not be liable for Damages included in determining whether the Sellers have exceeded the maximum limit on indemnification liability pursuant to this Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible7.3(a). (b) Notwithstanding clause (a) above, (i) The Buyer Covered Persons shall not be entitled to double recovery for the same Losses. In calculating amounts payable to the extent Buyer Covered Persons hereunder, the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy amount of any indemnified Loss shall be determined without duplication of recovery by reason of the representations state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Capagreement. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate The amount of Damages exceeds any Loss for which indemnification is provided to Buyer Covered Persons shall be net of any amounts received by the Deductible; provided, however, that Buyer or by the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. Company (d) Notwithstanding clause (c) above, (i) to the extent that such recovery by the Rice Indemnitees are entitled Company applies to indemnification for Damages for claims arising from fraud, mitigate the Partnership shall be fully liable for such Damages without regard loss of the Buyer Covered Persons with respect to the Deductible or the Cap and (ii) insured matter which originally gave rise to the extent the Rice Indemnitees are entitled to indemnification claim for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (eindemnification) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach Loss under insurance policies or inaccuracyother third party sources (in each case, or (y) Rice obtains knowledge net of any costs and expenses incurred in connection with the breach or violation ofcollection of any such amounts, or inaccuracy with respect to, and net of any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice increase in insurance premiums as a result of such knowledge has been given Loss). The Buyer or the Company, as the case may be, shall submit claims under and use commercially reasonable efforts to diligently pursue recovery under applicable insurance policies, if any, under which such Losses may be insured. Nothing herein shall require the Partnership), and nonetheless proceeds Buyer to the Closing, Rice shall not be deemed to have waived obtain any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyinsurance policies.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to Seller shall have no liability for indemnification for Damages pursuant to Section 8.2(a7.2(a)(i) or 7.2(a)(ii) (solely with respect to covenants of Seller requiring performance on or prior to the Closing) (i) with respect to Covered Losses in respect of any individual claim or demand for which the Covered Losses do not exceed $25,000 and (ii) with respect to Covered Losses for which indemnification is provided thereunder unless such Covered Losses (after giving effect to the foregoing clause (i), Rice shall not be liable for those Damages unless ) exceed in the aggregate amount of Damages exceeds one percent of the Consideration $10,000,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice in which case Seller shall not be liable for Damages all such Covered Losses in excess of the Deductible; provided that in no event shall the aggregate indemnification to be paid by Seller pursuant to Section 8.2(a7.2(a)(i) that exceed, or 7.2(a)(ii) (solely with respect to covenants of Seller requiring performance on or prior to the Closing) exceed $125,000,000. The limitations set forth in the aggregate, fifteen percent this Section 7.5(a) shall not apply in respect of the Consideration (the “Cap”) less the Deductiblefraudulent breaches of representations and warranties. (b) Notwithstanding clause Purchaser shall have no liability for indemnification pursuant to Section 7.3(a)(i) or 7.3(a)(ii) (asolely with respect to covenants of Purchaser requiring performance on or prior to the Closing) above, (i) with respect to Covered Losses in respect of any individual claim or demand for which the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap Covered Losses do not exceed $25,000 and (ii) with respect to Covered Losses (after giving effect to the extent foregoing clause (i)) for which indemnification is provided hereunder unless such Covered Losses exceed in the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breachaggregate the Deductible, violation or inaccuracy of a Rice Fundamental Representation, Rice in which case Purchaser shall be fully liable for all such Damages without regard Covered Losses in excess of the Deductible; provided that in no event shall the aggregate indemnification to be paid by Purchaser pursuant to Section 7.3(a)(i) or 7.3(a)(ii) (solely with respect to covenants of Purchaser requiring performance on or prior to the Deductible or the CapClosing) exceed $125,000,000. The limitations set forth in this Section 7.5(b) shall not apply in respect of fraudulent breaches of representations and warranties. (c) To Each indemnified party shall use its commercially reasonable efforts to mitigate any Covered Losses. In the extent the Rice Indemnitees are entitled event an indemnified party fails to indemnification for Damages pursuant to Section 8.1(a)so mitigate any Covered Loss, the Partnership indemnifying party shall not be liable have no liability for those Damages unless any portion of such Covered Loss that reasonably could have been avoided had the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductibleindemnified person made such efforts. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are No indemnified party shall be entitled to indemnification for Damages for claims arising recover from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary an indemnifying party more than once in this Agreement, if (x) the Partnership obtains knowledge respect of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracysame Covered Losses.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice The Indemnifying Party shall not be liable for those Damages unless to the aggregate Indemnified Party with respect to any claim relating to an individual or series of related Losses in respect of indemnification under Section 8.02(a) or Section 8.03(a), as applicable, until the amount of Damages such individual or series of related Losses exceeds one percent of the Consideration Ten Thousand Dollars (the “Deductible”$10,000), in which event the Indemnifying Party shall be required to pay or be liable for all such Losses from the first dollar. (a) Subject to Section 9.15 and then only except in the case of intentional fraud or a Claim involving a breach of any Buyer Fundamental Representation, the total aggregate Losses that the Seller Indemnified Parties may suffer or sustain by reason of or arising out of any inaccuracy in any representation or warranty contained in Article V shall not exceed an amount equal to Five Hundred Thousand and No/100 Dollars ($500,000.00). (b) Except in the case of intentional fraud or a Claim involving a breach of any Company Fundamental Representation or Seller Fundamental Representation, the total aggregate Losses under the Seller Indemnifiable Amount shall not exceed an amount equal to the extent Escrow Holdback. (c) Except in the case of intentional fraud, with respect to a Claim involving a breach of any such excessCompany Fundamental Representation or Seller Fundamental Representation or a breach of any Buyer Fundamental Representation, the total aggregate Losses under the Seller Indemnifiable Amount or the Buyer Indemnifiable Amount, respectively, shall not exceed an amount equal to Thirty Five Million Dollars ($35,000,000); provided, however, that Rice that, except in the case of intentional fraud, no Buyer Indemnified Party shall not be liable for Damages entitled to indemnification under this Article VIII from any Seller in excess of the amount of proceeds such Seller actually receives pursuant to Section 8.2(a2.04(a)(i) that exceed, above in respect of the sale of such Seller’s Membership Interests pursuant to this Agreement. All such Claims by Buyer Indemnified Parties for indemnification pursuant to this Article VIII shall be made first against cash deposited in the aggregate, fifteen percent of Escrow Account and thereafter against the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the DeductibleSellers. (d) Notwithstanding clause (c) aboveIn no event shall any Indemnifying Party be liable to an Indemnified Party for any punitive, (i) incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraudbreach or alleged breach of this Agreement, the Partnership shall be fully liable for such Damages without regard to the Deductible transactions contemplated by this Agreement or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation diminution of value or inaccuracy any damages based on any type of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Capmultiple. (e) Notwithstanding anything to Each Indemnified Party acknowledges and agrees that, for purposes hereof, Losses (including any Losses from third-party claims) shall be calculated based on the contrary in this Agreementamount of Losses that remains after deducting any insurance proceeds, if (x) the Partnership obtains knowledge of the breach indemnity, contribution, reimbursement or violation of, other similar payment actually received by an Indemnified Party or inaccuracy its Affiliates with respect to, thereto. If any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership Indemnified Party or its directors, officers, employees, or representatives at Affiliates recovers amounts from any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement third party with respect to such breach Losses after indemnification is made to it by the Indemnifying Party, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such third-party recovery, net of any out-of-pocket costs associated with obtaining such third-party recovery, at such time or inaccuracy, or (y) Rice obtains knowledge of times as and to the breach or violation of, or inaccuracy with respect to, any representation or warranty of extent that such amount is actually received by the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice Indemnifying Party or its directors, officers, employees, or representatives at Affiliates. Each Indemnified Party shall use its commercially reasonable efforts to mitigate any time and regardless of whether notice of such knowledge has been given Losses for which it is entitled to the Partnership), and nonetheless proceeds indemnification pursuant to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyArticle VIII.

Limitations on Indemnification. (a) To Notwithstanding the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant foregoing provisions of Section 11.1, but subject to Section 8.2(a11.3(c), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) Sellers shall not be required to indemnify or defend Buyer or any Buyer-Related Entities under Section 11.1 unless the extent aggregate of all amounts for which indemnity claims and defense costs would otherwise be payable by Sellers under Section 11.1 exceeds the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breachBasket Limitation and, violation or inaccuracy of the representations or warranties in Section 3.11such event, Rice Sellers shall be fully liable responsible for all such Damages amounts from the first dollar, without regard to the Deductible or the Cap and Basket Limitation, (ii) in no event shall the liability of Sellers with respect to the extent indemnification and defense costs provided for in Section 11.1 exceed in the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breachaggregate the Cap Limitation, violation and (iii) if Buyer obtains Buyer’s Knowledge of any inaccuracy or inaccuracy breach of a Rice Fundamental Representationany representation, Rice shall be fully liable for such Damages without regard warranty, or covenant of Sellers contained in this Agreement prior to the Deductible or the Cap. Closing (ca “Pre-Closing Seller Breach”) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to with and consummates the Closing, the Partnership then Buyer and any Buyer Related Entities shall not be deemed to have waived and forever renounced any rights and remedies set forth in right to assert a claim for indemnification under this Agreement with respect to such breach or inaccuracyArticle XI for, or (y) Rice obtains knowledge any other claim or cause of action under this Agreement, whether at law or in equity on account of any such Pre-Closing Seller Breach. In no event shall Buyer or Sellers be entitled to seek or obtain consequential, speculative, special, punitive or exemplary damages against Sellers or Buyer, respectively, except to the breach extent Buyer or violation ofthe Buyer-Related Entities, or inaccuracy Seller or the Seller-Related Entities, as applicable, actually incur Losses pursuant to Section 11.1 and Section 11.2, as applicable, because such damages are awarded to a third party in connection with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracya third party claim.

Limitations on Indemnification. (a) To Indemnity Limitations for the extent Seller Indemnifying Persons. Except in the Partnership Indemnitees are entitled case of Fraud: (i) the Purchaser Indemnified Persons shall not have the right to indemnification for Damages be indemnified pursuant to Section 8.2(a), Rice 8.1(a)(i) unless and until the Purchaser Indemnified Persons (or any of them) shall not be liable for those Damages unless the have incurred on a cumulative basis aggregate Losses in an amount of Damages exceeds one percent of the Consideration exceeding $5,000.00 (the “Deductible”), and then in which event the Purchaser Indemnified Persons’ right to be indemnified shall apply only to the extent such Losses exceed the Deductible; and (ii) the sum of any such excess; provided, however, that Rice shall not be liable for Damages all Losses pursuant to which indemnification is payable by the Seller Indemnifying Persons pursuant to Section 8.2(a8.1(a) that exceed, in the aggregate, fifteen percent of the Consideration shall not exceed $1,000,000.00 (the “Cap”) less the Deductible). (b) Notwithstanding clause (a) above, Indemnity Limitations for the Purchaser Indemnifying Persons. Except in the case of Fraud: (i) the Seller Indemnified Persons shall not have the right to be indemnified pursuant to Section 8.1(b)(i) unless and until the Seller Indemnified Persons (or any of them) shall have incurred on a cumulative basis aggregate Losses in an amount exceeding the Deductible, in which event the Seller Indemnified Persons’ right to be indemnified shall apply only to the extent such Losses exceed the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and Deductible; and (ii) the sum of all Losses pursuant to which indemnification is payable by the extent the Partnership Indemnitees are entitled Purchaser Indemnifying Persons pursuant to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice Section 8.1(b) shall be fully liable for such Damages without regard to the Deductible or not exceed the Cap. (c) To Section 8(a) and 8(b) will not apply to any claim for indemnification if the extent representation and warrant to which the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductibleclaim related is a Fundamental Representation. (d) Notwithstanding clause (c) aboveIf a Party would have a claim for indemnification under this Article VII if the representation and warranty to which the claim relates did not include a materiality qualifier and the aggregate amount of all such claims exceeds the Deductible, (i) to then the extent the Rice Indemnitees are Indemnified Person shall be entitled to indemnification for Damages for the amount of such claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to in excess of the Deductible or in the Cap and (ii) to aggregate notwithstanding the extent materiality qualification in the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy relevant provisions of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice The Buyer Indemnified Parties shall not be liable for those Damages unless entitled to recover any indemnifiable Losses under Section 10.1(a)(i) except to the extent that the aggregate amount of Damages Losses for which the Buyer Indemnified Parties have delivered notice seeking indemnification hereunder exceeds one percent of the Consideration $450,000.00 (the “DeductibleThreshold”), and then only the Seller Indemnified Parties shall not be entitled to recover any indemnifiable Losses under Section 10.2(a)(i) except to the extent that the aggregate amount of Losses for which the Seller Indemnified Parties seek or may seek indemnification hereunder exceeds the Threshold. In such event, the Seller Indemnified Parties, on the one hand, and Buyer Indemnified Parties on the other hand, shall only be entitled to recover any amount of such excess; provided, however, that Rice Losses in excess of the Threshold. The limitations of this Section 10.3(a) shall not be liable apply to any claim for Damages pursuant indemnification related to Section 8.2(a) that exceedor arising from a misrepresentation in or breach of a Company Fundamental Representation, in the aggregateSeller’s Fundamental Representation, fifteen percent of the Consideration (the “Cap”) less the Deductibleor Buyer Fundamental Representation. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (xi) subject to Section 10.3(g) and except for any claims for breach of a Company Fundamental Representation, a Seller’s Fundamental Representation, and any claims under Sections 10.1(a)(ii) through (a)(vii) (the Partnership obtains knowledge “Excluded Matters”), all rights and entitlements of the Buyer Indemnified Parties in respect of indemnification or otherwise under or in connection with this Agreement shall be satisfied solely from the Indemnity Escrow Amount and the R&W Insurance, and none of the Sellers shall have any liability or obligations to Buyer whatsoever in respect thereof, (ii) each Seller, severally and not jointly, in the aggregate of all claims for indemnification shall not have any liability in respect of any Excluded Matters for an aggregate amount of Losses exceeding the proceeds actually received by such Seller under this Agreement, (iii) no Seller shall have any liability or obligation in respect of Losses that any Buyer Indemnified Party may suffer or incur as a result of any breach of representations and warranties contained in ARTICLE 3 that is attributable to a breach or violation ofother wrongful act of one or more other Sellers (it being understood and agreed that such other Seller(s) shall be solely responsible for such Losses), or inaccuracy with respect to, and (iv) Buyer will not have any liability under Section 10.2(a) for an aggregate amount of Losses exceeding the Purchase Price (as adjusted pursuant to Section 1.3). (i) For the purpose of determining the amount of Losses for any breach of any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employeesCompany Group contained in ARTICLE 2, or representatives at by any time Seller contained in ARTICLE 3, such representations and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership warranties shall not be deemed qualified by any references to have waived “materiality,” “Material Adverse Effect” or similar qualification. (ii) Payments by any rights and remedies set forth Indemnifying Party pursuant to this ARTICLE 10 with respect to any Loss shall all be limited to the amount of such Loss as remains after deducting therefrom any indemnity, contribution, costs of collection or similar payment (in this Agreement each case, net of any Taxes incurred in respect thereof) received or reasonably expected to be received by the Indemnified Party (or the Company Group) with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyclaim.

Limitations on Indemnification. (a) To Seller’s obligations pursuant to the extent provisions of Section 8.2 and the Partnership Indemnitees ability of Buyer to recover Losses thereunder are subject to the following limitations: (i) Except with respect to claims brought (i) under Section 9.4 in respect of the Surviving TMA Sections or on the basis of the representations set forth in Section 4.19, or (ii) on the basis of fraud, Buyer shall not be entitled to indemnification recover under Section 8.2 until the total amount that Buyer would recover under Section 8.2 exceeds $200,000 (the “Basket”). (ii) Except with respect to claims brought under Section 9.4 in respect of the Surviving TMA Sections or on the basis of the representations set forth in Section 4.19, Buyer shall not be entitled to recover under Section 8.2 on any individual claim unless the Losses associated with such claim exceed $100,000, and each such individual claim less than or equal to $100,000 shall not be counted toward the calculation of the Basket under Section 8.3(a)(i). (iii) Buyer shall not be entitled to recover under Section 8.2 for Damages any amount in excess of $4,300,000 (other than with respect to claims brought (i) under Section 9.4 in respect of the Surviving TMA Sections or on the basis of the representations set forth in Section 4.19 or (ii) brought on the basis of fraud, for which the foregoing limitation will not apply). (iv) Buyer shall not be entitled to recover under Section 8.2 for any amount in respect of any tax liability described in the Disclosure Schedule. (v) For so long as the Convertible Note is held by Seller and remains outstanding, the amount of any recovery by Buyer pursuant to Section 8.2(a), Rice 8.2 shall not be liable for those Damages unless effected through a reduction or cancellation of principal and accrued but unpaid interest on the aggregate Convertible Note in the amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductibleindemnification obligation. (b) Notwithstanding clause (a) above, Buyer’s obligations pursuant to the provisions of Section 8.1 and the ability of Seller to recover Losses thereunder are subject to the following limitations: (i) Except with respect to claims brought on the extent the Partnership Indemnitees are basis of fraud, Seller shall not be entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy recover under Section 8.1 until the total amount that Seller would recover under Section 8.1 exceeds the amount of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and Basket. (ii) Seller shall not be entitled to recover under Section 8.1 on any individual claim unless the Losses associated with such claim exceeds $100,000, and each such individual claim less than or equal to $100,000 shall not be counted toward the calculation of the Basket under Section 8.3(b)(i). (iii) Seller shall not be entitled to recover under Section 8.1 for any amount in excess of $4,300,000 (other than with respect to claims brought on the basis of fraud, for which the foregoing limitation will not apply). (iv) The amount of any recovery by Seller pursuant to Section 8.1 shall be effected through a transfer to Seller by Buyer of a number of shares of Common Stock equal to the extent amount of such Loss, divided by the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breachFair Market Value of one share of Common Stock on the date written notice of such claim is delivered by the Indemnified Party under Section 8.4 or 8.5, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to as the Deductible or the Capcase may be. (c) To Notwithstanding anything herein to the contrary, Buyer and Seller, as applicable, shall not be entitled to recover under Section 8.1 or Section 8.2, as applicable, with respect to (x) consequential, special or indirect damages, damages consisting of business interruption or lost profits, damages computed on a multiple of earnings, book value or any similar basis, except to the extent the Rice Indemnitees are entitled it is paid to a third party in connection with a Third Party Claim for which indemnification for Damages is sought pursuant to Section 8.1(a)8.4, the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(aor (y) that exceed, in the aggregate, the Cap less the Deductibleexemplary and punitive damages. (d) Notwithstanding clause (c) aboveAny Liability for indemnification under this Agreement and under any other Ancillary Agreement will be determined without duplication of recovery by reason of the state of facts giving rise to such Liability constituting a breach of more than one representation, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraudwarranty, the Partnership shall be fully liable for such Damages without regard to the Deductible covenant or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Capagreement. (e) Notwithstanding anything No claim for indemnification under this Article VIII for breach of any representation, warranty or covenant contained in this Agreement may be asserted pursuant to this Agreement unless such claim is asserted in writing on or before the Survival Expiration Date. (f) With respect to the contrary in measurement of Losses for any claims under this Agreement, if each party bringing such a claim must reasonably demonstrate that it has: (xa) mitigated in a commercially reasonable manner any such damages and (b) excluded from its claim any damages to the Partnership obtains knowledge extent arising from or related to its own actions or inactions, or the actions or inactions of its own Affiliates and its and their respective representatives. (g) In any case where an Indemnified Party recovers from a third Person any amount in respect of any Losses for which an Indemnifying Party has actually reimbursed it pursuant to this Agreement, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the breach sum of the amounts previously paid (or violation ofdeemed paid through set-off against the Convertible Note or transfer of Shares under Section 8.3(a)(a)(iv) or 8.3(b)(iv), or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained as the case may be) by inspection or investigation conducted by the Indemnifying Party to or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice Indemnified Party in respect of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyclaim.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice The Indemnifying Party shall not be liable for those Damages unless to the aggregate Indemnified Party with respect to any claim relating to an individual or series of related Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a), as applicable, until the amount of Damages such individual or series of related Losses exceeds one percent of the Consideration Ten Thousand Dollars (the “Deductible”$10,000), and then only in which event the Indemnifying Party shall be required to the extent of any such excess; provided, however, that Rice shall not pay or be liable for Damages pursuant to Section 8.2(a) that exceed, in all such Losses from the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductiblefirst dollar. (b) Notwithstanding clause (a) above, (i) Subject to Section 7.14 and except in the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from case of intentional fraud or Damages for Taxes arising from a breach, violation or inaccuracy Claim involving a breach of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice any Buyer Fundamental Representation, Rice the total aggregate Losses that the Seller Indemnified Parties may suffer or sustain by reason of or arising out of any inaccuracy in any representation or warranty contained in Article IV shall be fully liable for such Damages without regard not exceed an amount equal to the Deductible or the CapFive Hundred Thousand and No/100 Dollars ($500,000.00). (c) To Except in the extent case of intentional fraud or a Claim involving a breach of any Seller Fundamental Representation, the Rice Indemnitees are entitled total aggregate Losses under the Seller Indemnifiable Amount shall not exceed an amount equal to the Escrow Holdback amount and all such Claims by Buyer for indemnification for Damages pursuant to Section 8.1(a), this Article VI shall be made solely initially against and result in the Partnership shall not be liable for those Damages unless cancellation of escrowed Buyer Shares at a per share price equal to the aggregate amount of Damages exceeds Issuance Price and then subsequently against cash deposited in the DeductibleEscrow Account; provided, howeverthat after Buyer cancels such escrowed Buyer Shares, that Buyer shall issue a new original stock certificate for the Partnership shall not remaining Buyer Shares (if any) at a per share price equal to the Issuance Price to be liable held for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, purpose of securing any other potential indemnification obligations of Seller and the Cap less the DeductibleCompany referenced this Article VI. (d) Notwithstanding clause (c) above, (i) to Except in the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from case of intentional fraud, the Partnership shall be fully liable for such Damages without regard with respect to the Deductible a Claim involving a breach of any Seller Fundamental Representation or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy breach of a Partnership any Buyer Fundamental Representation, the Partnership total aggregate Losses under the Seller Indemnifiable Amount or the Buyer Indemnifiable Amount, respectively, shall not exceed an amount equal to Ten Million Dollars ($10,000,000). All such Claims by Buyer for indemnification pursuant to this Article VI shall be fully liable for such Damages without regard made initially against and result in the cancellation of escrowed Buyer Shares at a per share price equal to the Deductible or Issuance Price, subsequently against cash deposited in the CapEscrow Account and thereafter against the Seller; provided, that after Buyer cancels such escrowed Buyer Shares, it shall issue a new original stock certificate for the remaining Buyer Shares (if any) at a per share price equal to the Issuance Price to be held for the purpose of securing any other potential indemnification obligations of Seller and the Company referenced this Article VI. (e) Notwithstanding anything In no event shall any Indemnifying Party be liable to an Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the contrary in breach or alleged breach of this Agreement, if the transactions contemplated by this Agreement or diminution of value or any damages based on any type of multiple. (xf) Each Indemnified Party acknowledges and agrees that, for purposes hereof, Losses (including any Losses from third-party claims) shall be calculated based on the Partnership obtains knowledge amount of the breach Losses that remains after deducting any insurance proceeds, indemnity, contribution, reimbursement or violation of, other similar payment actually received by an Indemnified Party or inaccuracy its Affiliates with respect to, thereto. If any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership Indemnified Party or its directors, officers, employees, or representatives at Affiliates recovers amounts from any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement third party with respect to such breach Losses after indemnification is made to it by the Indemnifying Party, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such third-party recovery, net of any out-of-pocket costs associated with obtaining such third-party recovery, at such time or inaccuracy, or (y) Rice obtains knowledge of times as and to the breach or violation of, or inaccuracy with respect to, any representation or warranty of extent that such amount is actually received by the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice Indemnifying Party or its directors, officers, employees, or representatives at Affiliates. Each Indemnified Party shall use its commercially reasonable efforts to mitigate any time and regardless of whether notice of such knowledge has been given Losses for which it is entitled to the Partnership), and nonetheless proceeds indemnification pursuant to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyArticle VI.

Limitations on Indemnification. (a) To Notwithstanding the extent the Partnership Indemnitees are provisions of this Article VIII, no Purchaser Indemnified Party shall be entitled to indemnification for Damages pursuant to any Losses under Section 8.2(a), Rice shall not be liable for those Damages 8.2(a)(i) or Section 8.2(a)(iii) unless and until the aggregate amount of Damages all such Losses exceeds one percent of the Consideration an amount equal to Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) (the “DeductibleDeductible Amount”), and then only to the extent of any such excess; provided, however, that Rice from and after such time as the total amount of Losses actually incurred by the Purchaser Indemnified Parties under Section 8.2(a)(i) and Section 8.2(a)(iii) exceeds the Deductible Amount, the Purchaser Indemnified Parties shall be entitled to indemnification only for the amount that exceeds the Deductible Amount, and provided, further, that the Deductible Amount shall not be liable for Damages pursuant apply to Section 8.2(a) that exceed, in the aggregate, fifteen percent any Losses resulting from breaches or inaccuracies of the Consideration (Company Fundamental Representations or Seller Fundamental Representations. Notwithstanding the “Cap”) less the Deductible. (b) Notwithstanding clause (a) aboveprovisions of this Article VIII, (i) to the extent the Partnership Indemnitees are no Purchaser Indemnified Party shall be entitled to indemnification for Damages for claims arising from fraud any individual Loss or Damages for Taxes arising from a breach, violation or inaccuracy series of the representations or warranties in related Losses under Section 3.11, Rice 8.2(a)(i) which do not exceed $25,000 (“Basket Amount”) (which Losses shall be fully liable for such Damages without regard to not count toward the Deductible or Amount) unless and until such Losses in the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to aggregate exceed the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the DeductibleAmount; provided, however, that the Partnership Basket Amount shall not apply to any Losses resulting from breaches or inaccuracies of the Company Fundamental Representations or Seller Fundamental Representations. (b) Notwithstanding the provisions of this Article VIII, (i) in no event shall the aggregate indemnification under Section 8.2(a)(i), except with respect to Losses resulting from breaches of Company Fundamental Representations or Tax Representations, exceed Nineteen Million Two Hundred Fifty Thousand Dollars ($19,250,000), (ii) in no event shall the aggregate indemnification under Section 8.2(a)(i) for Losses resulting from breaches of the Tax Representations and Section 8.2(a)(iii) collectively exceed Eighty Two Million Five Hundred Thousand Dollars ($82,500,000), and (iii) in no event shall the aggregate indemnification under Section 8.2(a)(i) through Section 8.2(a)(iii)) exceed the proceeds actually received by the Seller pursuant to this Agreement. (c) Neither a Purchaser Indemnified Party nor a Seller Indemnified Party shall be liable for Damages entitled to indemnification pursuant to Section 8.1(a8.2 or Section 8.3 for any Loss to the extent the Purchaser Indemnified Party or Seller Indemnified Party seeking indemnification had actual knowledge prior to Closing of the facts, circumstances, or events that gave rise to the Loss for which indemnification is being sought such that the applicable Purchaser Indemnified Party or Seller Indemnified Party would reasonably have been expected to understand the potential scope and magnitude of the Loss for which indemnification is being sought. The Party alleging that the Purchaser Indemnified Party or Seller Indemnified Party, as applicable, seeking indemnification should not be entitled to such indemnification because of the prior sentence shall have the burden of proof that the Purchaser Indemnified Party or Seller Indemnified Party seeking such indemnification had the actual knowledge contemplated by the prior sentence. For purposes of this Section 8.4(c), (i) the actual knowledge of each of the Seller, the Purchaser, a Subsidiary of the Purchaser, and each other Purchaser Indemnified Party or Seller Indemnified Party that exceedis an entity shall be limited to the actual knowledge prior to the Closing of the respective directors, officers, managers and employees of the applicable entity who were directly and materially involved in the aggregatenegotiation, evaluation or effectuation of this Agreement and the Cap less Transaction; and (ii) in no event shall the Deductibleactual knowledge of any Person who was a director, officer, manager or employee of any Company Entity or any Subsidiary of a Company Entity as of or prior to the Closing be imputed to the Purchaser or any of its Subsidiaries. The Parties acknowledge and agree that this Section 8.4(c) shall not apply to the matters described in the letters referenced on Schedule 4.7(b) of the Disclosure Schedules. (d) Notwithstanding clause (c) above, anything to the contrary contained herein: (i) except as permitted by Section 1.4(e) with respect to Downward Adjustment Amounts, no Purchaser Indemnified Party may make a claim against the extent the Rice Indemnitees Indemnity Escrow Account for any Losses other than Losses that are entitled subject to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard pursuant to the Deductible or the Cap Section 8.2(a)(i) through Section 8.2(a)(iii) and (ii) the Purchaser Indemnified Parties shall make any claim for Losses pursuant to this Article VIII first against the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the CapIndemnity Escrow Account. (e) Notwithstanding anything Any Loss for which any Purchaser Indemnified Party or Seller Indemnified Party is entitled to the contrary in indemnification under this Agreement, if (x) the Partnership obtains knowledge Article VIII shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or violation ofagreement. (f) For the purposes of this Article VIII, the determination of (i) whether there has been a breach of or inaccuracy with respect to, in any representation or and warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies Parties set forth in this Agreement with respect to and (ii) the calculation of any Losses resulting from any such breach or inaccuracy, shall be determined without giving effect to any limitations or qualifications regarding materiality, the use of the word “material,” “material respects,” “Material Adverse Effect” or any similar term, qualification or limitation based on materiality contained herein (including any reference to the Company Entities and their Subsidiaries taken as a whole); provided, however, any reference to materiality shall be given effect for (x) the definition of “Material Contracts” and (y) Rice obtains knowledge solely for purposes of the breach or violation of, or inaccuracy with respect to, any representation or warranty clause (i) of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the PartnershipSection 8.4(f), the representations and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies warranties set forth in this Agreement with respect to such breach or inaccuracySection 4.4(a), Section 4.4(c) and Section 4.5.

Limitations on Indemnification. (a) To Notwithstanding anything in this Article IX to the extent the Partnership Indemnitees are contrary, no Buyer Indemnified Party shall be entitled to indemnification for Damages pursuant to Losses arising under Section 8.2(a), Rice shall not be liable for those Damages 9.2 (i) unless and until the aggregate amount of Damages any and all such Losses sustained or incurred by all Buyer Indemnified Parties exceeds one percent of the Consideration an aggregate amount equal to Fifty Thousand ($50,000) Dollars (the “DeductibleBasket Amount”), after which the Seller shall be obligated (subject to Section 9.4(b) below) for any and then only to all Losses of the extent of any such excessBuyer Indemnified Parties including the Basket Amount; provided, however, that Rice shall not be liable for Damages any claim by the Buyers pursuant to Section 8.2(a9.2(i) that exceed, in as a result of a breach by the aggregate, fifteen percent Seller of the Consideration representations and warranties in Section 3.21 (the “CapTaxes”) less shall be payable without regard to the DeductibleBasket Amount. Correspondingly, no Seller Indemnified Party shall be entitled to indemnification for Losses arising under Section 9.3(i) unless and until the aggregate amount of any and all such Losses sustained or incurred by all Seller Indemnified Parties exceeds the Basket Amount, after which the Buyers shall be obligated (subject to Section 9.4(b) below) for any and all Losses of the Seller Indemnified Parties including the Basket Amount. (b) Notwithstanding clause (a) aboveanything in this Article IX to the contrary, (i) to the extent the Partnership Indemnitees are no Indemnified Party shall be entitled to indemnification for Damages for claims Losses with regard to Sections 9.2(i) or 9.3(i), respectively, in excess of One Million Five Hundred Thousand ($1,500,000) Dollars, except that the maximum amount of indemnifiable Losses which may be recovered by either the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, arising out of or resulting from fraud or Damages for Taxes arising from a breach, violation or inaccuracy the breach of any Fundamental Representation shall be the amount of the representations or warranties in Cash Purchase Price, as the same may be reduced by the Adjustment Amount pursuant to Section 3.112.6 of this Agreement, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) the maximum amount of indemnifiable Losses which may be recovered by the Buyer Indemnified Parties with regard to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice Section 9.2(ix) shall be fully liable for such Damages without regard the amount of the Cash Purchase Price, as the same may be reduced by the Adjustment Amount pursuant to the Deductible or the CapSection 2.6 of this Agreement. (c) To The limitations contained in the extent preceding Sections 9.4(a) and 9.4(b) shall not apply to any Losses sustained or incurred by any Buyer Indemnified Party or Seller Indemnified Party arising, out of or relating to any claim of fraud. (d) It is agreed that for the Rice Indemnitees are entitled to indemnification purpose of making a claim for Damages pursuant to indemnification, the expiration of any one survival period, as set forth in Section 8.1(a9.1(b), the Partnership of certain representations and warranties, shall not be liable affect the ability to make any claim for those Damages unless the aggregate amount of Damages exceeds the Deductibleindemnification hereunder under any other representations and warranties still surviving; provided, however, that the Partnership no Party shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to make a claim for indemnification more than once on account of the same facts and circumstances or to aggregate the same for Damages for claims arising from fraud, purposes of the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the CapBasket Amount. (e) Notwithstanding anything any other provision of this Agreement to the contrary contrary, neither Seller nor the Buyers and Parent shall be required to indemnify, hold harmless or otherwise compensate any Indemnified Party for special, exemplary, indirect or consequential damages, including lost profits, loss of business reputation or opportunity, diminution in this Agreementvalue or damages based on a multiple of earnings or similar financial measure, if (x) the Partnership obtains knowledge whether based on tort, contract or strict liability theories of the breach or violation ofliability, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds except to the Closing, the Partnership shall not extent that such damages are required to be deemed paid by either Party to have waived any rights a third party and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership arise from an event that is indemnifiable under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time Sections 9.2 and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy9.3 hereof.

Limitations on Indemnification. (a) To Notwithstanding anything to the extent the Partnership Indemnitees are entitled contrary contained in this Agreement, Seller shall not be obligated to indemnification for Damages pursuant to indemnify Buyer (i) under Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of all Buyer Damages exceeds one percent of the Consideration Ten Thousand Dollars ($10,000) (the “DeductibleSeller’s Basket”), and then only in which case the Buyer shall be entitled to recover all Buyer Damages, in excess of the Seller’s Basket or (ii) under Section 8.2, to the extent that the aggregate of all Buyer Damages exceeds (A) One Million dollars ($1,000,000) less any Payment Amounts delivered by Buyer under Section 6.9 (“Seller’s Cash Indemnification Cap”) plus (B) the aggregate value of 50% of the shares of Buyer’s common stock issuable under the Warrant as such excessvalue is determined in Section 12 of the Warrant (“Seller’s Warrant Indemnification Cap”; and together with Seller’s Cash Indemnification Cap, “Seller’s Indemnification Cap”); provided, however, that Rice (I) the Seller’s Basket and the Seller’s Indemnification Cap shall not be liable apply to any such indemnification obligations arising out of, relating to or resulting from (y) fraud or intentional misrepresentation by Seller; or (z) a breach of any of the Fundamental Representations and (II) except for Buyer Damages pursuant arising out of, relating to or resulting from fraud by Seller, in no event shall the aggregate of all Buyer Damages hereunder exceed the Consideration. The preceding notwithstanding, except for Buyer Damages arising out of, relating to or resulting from fraud by Seller, if Buyer shall have a claim for indemnification under Section 8.2(c) which it would also have a claim for indemnification under Section 8.2(a) that exceed), in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) which claim would be subject to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible Seller’s Basket or the Cap and (ii) Seller’s Indemnification Cap, then the Seller’s Basket shall apply to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to claim even if brought under Section 8.1(a8.2(c), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership Seller’s Basket shall not apply to a Claim for an Excluded Liability that is listed on Schedule 2.3(a). (b) Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not be liable for Damages pursuant obligated to indemnify Seller under Section 8.1(a8.3(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to unless the extent aggregate of all Seller Damages exceeds Ten Thousand Dollars ($10,000) (the Rice Indemnitees are “Buyer’s Basket”), in which case Seller shall be entitled to indemnification for Damages for claims arising from fraudrecover all Seller Damages, in excess of the Partnership shall be fully liable for such Damages without regard to the Deductible Buyer’s Basket or the Cap and (ii) to the extent that the Rice Indemnitees are entitled aggregate of all Seller Damages exceeds the Closing Cash Consideration and the aggregate Note Consideration paid by Buyer to indemnification for Damages for claims arising from a breachSeller under the Promissory Note (the “Buyer’s Indemnification Cap”); provided, violation or inaccuracy of a Partnership Fundamental Representationhowever, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. that (e) Notwithstanding anything to the contrary in this Agreement, if (xI) the Partnership obtains knowledge of Buyer’s Basket and the breach or violation Buyer’s Indemnification Cap shall not apply to any Buyer indemnification obligation arising out of, relating to or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or resulting from (y) Rice obtains knowledge fraud or intentional misrepresentation by Buyer; or (z) a breach of any of Buyer’s representations or warranties in Section 5.4 and (II) except for Seller Damages arising out, relating to or resulting from fraud by Buyer, in no event shall the breach or violation of, or inaccuracy with respect to, any representation or warranty aggregate of all Seller Damages hereunder exceed the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyConsideration.

Limitations on Indemnification. The indemnification provided for in Sections 8.1 and 8.2 shall be subject to the following limitations: (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice The Indemnifying Parties shall not be liable obligated to indemnify the Buyer Indemnitees for those Damages unless Losses arising under Section 8.1(b)(i) with respect to breaches of representations and warranties until the aggregate amounts for indemnification under Section 8.1(b)(i) equals $2.5 million (the "Basket Amount"), whereupon the Indemnifying Parties shall be obligated to pay only the amount of Damages exceeds one percent such Losses in excess of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the DeductibleBasket Amount; provided, however, that the Partnership foregoing limitation shall not apply to, and the Indemnifying Parties shall be liable obligated to indemnify the Buyer Indemnitees for Damages pursuant to the full amount of, Losses arising under Section 8.1(a8.1(b)(i) that exceedbased upon, arising out of or otherwise in respect of the aggregateFundamental Representations and Sections 3.13 and 3.14 (collectively, the Cap less the Deductible. (d"Basket Exclusions") Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible Basket Amount; provided further, that any Losses based upon, arising out of or otherwise in respect of the Cap Basket Exclusions shall not be counted against the Basket Amount. (b) The Sellers, collectively, shall not be obligated to make any payment for indemnification under Section 8.1(b) with respect to breaches of representations and warranties (except those based upon, arising out of or otherwise in respect of the Fundamental Representations and Sections 3.13(e) and 3.14(n)) and under Sections 8.1(b)(iv), (v), (vi), (ix) and (x) in excess of the Purchase Price; provided, that (i) SFC shall not be obligated to make any payment for indemnification under Section 8.1(b) in excess of the sum of the Union Bankers Purchase Price and the ConLife Purchase Price, (ii) PLAC shall not be obligated to make any payment for indemnification under Section 8.1(b) in excess of the extent sum of the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental RepresentationPeninsular Purchase Price, the Partnership PC-Canada Purchase Price and the PennLife Purchase Price and (iii) PCFS shall not be fully liable obligated to make any payment for such Damages without regard to the Deductible or the Capindemnification under this Section 8.1(b) in excess of $1.0 million. (ec) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership Buyer shall not be deemed obligated to have waived make any rights and remedies set forth payment for indemnification under Section 8.2 in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge excess of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy$50 million.

Limitations on Indemnification. (a) To Neither the extent Company nor Purchaser shall have any liability under Section 8.2(a) or 8.3(a), as applicable, unless and until the Partnership Indemnitees are aggregate amount of Losses suffered, sustained or incurred by the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, exceeds 1.0% of the Cash Purchase Price (the “Basket”), after which the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to indemnification for Damages pursuant all Losses incurred by the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, and not just the excess over the Basket; provided, that the limitations set forth in this Section 8.4(a) shall not apply to breaches of the representations and warranties listed in Section 8.1(a) (other than those representations or warranties set forth in Section 4.16). (b) In no event shall the cumulative indemnification obligations of the Company or Purchaser under Section 8.2(a) or 8.3(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration as applicable, exceed $54,000,000 (the “DeductibleCap”); provided, that the limitations set forth in this Section 8.4(b) shall not apply to breaches of the representations and then only to the extent of any such excesswarranties listed in Section 8.1(a) (other than those representations or warranties set forth in Section 4.16); provided, however, that Rice all amounts paid by the Company or Purchaser, as the case may be, in respect of indemnification for the representations and warranties listed in Section 8.1(a) shall not be liable taken into account when determining whether the Cap has been reached for Damages pursuant to Section all of such Party’s other indemnification obligations under Sections 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap8.3(a). (c) To The Parties shall treat any and all payments under this Article VIII as an adjustment to the extent the Rice Indemnitees Purchase Price for income Tax purposes, unless they are entitled required to indemnification for Damages treat such payments otherwise pursuant to Section 8.1(a), a closing agreement with the Partnership shall not be liable for those Damages unless applicable taxing authority or the aggregate amount decision of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductiblea court with jurisdiction over such matters. (d) Notwithstanding clause The Parties shall use commercially reasonable efforts to collect the proceeds of any insurance that would have the effect of reducing any Losses, and the amount of any Losses incurred by any indemnified party shall be reduced by the amount of any insurance proceeds actually recovered by such indemnified party. If indemnification payments shall have been received prior to the collection of such insurance proceeds, such indemnified party shall remit to the indemnifying party the amount of such insurance proceeds to the extent of indemnification payments received in respect of such Losses (c) abovein each case, net of all costs of collection thereof, including attorneys’ fees). To the extent any Loss of an indemnified party is reduced by receipt of payment (i) under insurance policies which are not subject to retroactive adjustment or other reimbursement to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraudinsurer in respect of such payment, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to from third parties not affiliated with the extent indemnified party, such payments (net of the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy expenses of a Partnership Fundamental Representation, the Partnership recovery thereof) shall be fully liable for credited against any such Damages without regard to the Deductible or the CapLosses. (e) Notwithstanding anything The indemnifying party shall be subrogated to the contrary indemnified party’s rights of recovery to the extent of any Losses paid by the indemnifying party. The indemnified party shall execute and deliver such instruments and papers as are necessary to assign such rights and assist in the exercise thereof. (f) Except as set forth in Section 11.3 in respect of Section 6.5, 6.6, 6.8 or 6.9, if the Closing occurs, the remedies provided for in this AgreementArticle VIII (and as limited by this Article VIII) shall be the sole remedies of the indemnified parties in respect of any claims, howsoever denominated, arising out of this Agreement or relating in any way to the subject matter hereof, and shall preclude assertion by the indemnified parties of any other rights or the seeking of any other remedies against the indemnifying parties with respect to the matters covered by the indemnification provisions contained in this Article VIII or otherwise relating in any manner to the subject matter hereof. In furtherance of the foregoing and, if (x) the Partnership obtains knowledge Closing occurs, each Party shall waive, to the fullest extent permitted under applicable Law, and agrees not to assert in any action or proceeding of the breach or violation of, or inaccuracy with respect toany kind, any representation and all rights, claims and causes of action it may then or warranty thereafter have against any other Party (including any such rights, claims or causes of Rice action arising under this Agreement (regardless of whether such knowledge is obtained or based upon common law or equity) other than claims for indemnification asserted as permitted by inspection or investigation conducted by or on behalf of and in accordance with the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies provisions set forth in this Agreement with respect to such breach or inaccuracy, or Article VIII. (yg) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under Notwithstanding anything in this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership)contrary, and nonetheless proceeds to the Closing, Rice a Purchaser Indemnified Party shall not be deemed entitled to have waived indemnification for any rights and remedies set forth Losses to the extent such item or matter was taken into account in this Agreement with the calculation of Final Working Capital or Final Debt Amount. (h) EXCEPT IN THE CASE OF THIRD PARTY CLAIMS, NO PARTY WILL IN ANY EVENT BE LIABLE UNDER THIS ARTICLE VIII FOR ANY LOSS OF PROFITS OR EARNINGS, DIMINUTION IN VALUE OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES BY REASON OF A BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR INDEMNITY CONTAINED HEREIN. (i) The Seller Indemnified Parties or Purchaser Indemnified Parties, as the case may be, shall use commercially reasonable efforts to mitigate all Losses sustained by such Person(s). (j) In no event shall any indemnified party be entitled to double recovery hereunder. If any circumstance constitutes a breach of more than one representation, warranty or covenant of an indemnifying party, the indemnified party(ies) shall only be entitled to recover once in respect of such circumstance. (k) The Purchaser Indemnified Parties shall first utilize the Escrow Amount to such breach or inaccuracysatisfy any claims for indemnification hereunder before attempting to obtain indemnification directly from the Sellers.

Limitations on Indemnification. Anything contained in this Agreement to the contrary notwithstanding: (a) To in no event shall Licensee be liable for, or required to make any payment pursuant to, clause (i) of Section 13.1, with respect to any breach of any representation or warranty of Parent and Licensee (other than with respect to any breach or inaccuracy in any of the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to representations and warranties of Parent and Licensee set forth in Section 8.2(a), Rice ) which shall not be liable subject to the Licensee Deductible Amount), for those any indemnifiable Damages suffered by the Licensor Indemnified Parties unless and until the aggregate dollar amount of all such Damages, taken together with the aggregate dollar amount of all indemnifiable Damages exceeds one percent suffered by the Seller Indemnified Parties (as such term is defined in the Purchase Agreement) under clause (i) of Section 7.2 of the Consideration Purchase Agreement exceeds $1,000,000 (the “DeductibleLicensee Deductible Amount”), and then only to the extent of any such excess; provided, however, provided that Rice shall not be liable for Damages pursuant indemnified hereunder in respect of claims made by the Licensor Indemnified Parties with respect to breaches or inaccuracies in the representations or warranties set forth in Section 8.2(a) that exceed), and Damages indemnified under the Purchase Agreement in respect of claims made by the Purchaser Indemnified Parties (as defined in the aggregatePurchase Agreement) with respect to breaches or inaccuracies in the representations or warranties of Sellers (as defined in the Purchase Agreement) set forth in Sections 4.1, fifteen percent 4.2, and 4.6 and 4.7 of the Consideration (Purchase Agreement, shall be disregarded for purposes of determining whether the “Cap”) less aggregate Damages exceed the Deductible.Licensee Deductible Amount as described above; (b) Notwithstanding in no event shall Licensor be liable for, or required to make any payment pursuant to, clause (ai) of Section 13.2, with respect to any breach of any representation or warranty of Licensor (other than with respect to any breach or inaccuracy in any of the representations and warranties of Licensor set forth in Section 8.1(a)) which shall not be subject to the Licensor Deductible Amount), for any indemnifiable Damages suffered by the Licensee Indemnified Parties unless and until the aggregate dollar amount of all such Damages, taken together with the aggregate dollar amount of all indemnifiable Damages suffered by the Purchaser Indemnified Parties (as such term is defined in the Purchase Agreement) under clause (i) of Section 7.3 of the Purchase Agreement exceeds $1,000,000 (the “Licensor Deductible Amount”), and then only to the extent of such excess, provided that Damages indemnified hereunder in respect of claims made by the Licensee Indemnified Parties with respect to breaches or inaccuracies in the representations or warranties set forth in Section 8.1(a), and Damages indemnified under the Purchase Agreement in respect of claims made by the Seller Indemnified Parties (as defined in the Purchase Agreement) with respect to breaches or inaccuracies in the representations or warranties set forth in Section 3.1, 3.2, 3.10(c), 3.19, 3.21 and 3.22 of the Purchase Agreement, shall be disregarded for purposes of determining whether the aggregate Damages exceed the Licensor Deductible Amount as described above; (c) in no event shall Licensor or Licensee be liable for, or required to make any payment pursuant to, Sections 13.1 or 13.2 (i) to the extent arising out of any indemnifiable matter unless a claim therefor is asserted specifying in good faith, in reasonable detail and in writing by the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud applicable Licensor Indemnified Party or Damages for Taxes arising from a breachLicensee Indemnified Party, violation or inaccuracy of as the representations or warranties case may be, within the time period that such indemnifiable matter survives in accordance with Section 3.1113.4, Rice failing which such claim shall be fully liable for such Damages without regard to the Deductible or the Cap waived and extinguished, (ii) to the extent arising out of any legislation not in force as of the Partnership Indemnitees Effective Date or any change of Law or administrative practice, which takes effect retroactively to periods prior to the Effective Date, (iii) which are entitled merely estimates of Damages and not actual Damages or (iv) to indemnification for the extent that the indemnifiable Damages for claims arising from have been incurred as a breachresult of any failure by the Licensor Indemnified Party or Licensee Indemnified Party, violation or inaccuracy of a Rice Fundamental Representationas the case may be, Rice shall be fully liable for to mitigate such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductibleas required by applicable law; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible.and (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership in no event shall Licensor or Licensee be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge any damages of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth type described in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracySection 16.2.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are that OMP Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.2(a11.1(a), Rice Oasis, OMS Holdings, OMS and the General Partner shall not be liable for those only if (i) the Damages unless the aggregate amount of Damages exceeds one percent of the Consideration with respect to any individual claim exceed $75,000 (the “DeductibleMinimum Claim Amount”), ) and then only to (ii) the extent of any such excess; provided, however, Damages for all claims that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed the Minimum Claim Amount exceed, in the aggregate, fifteen percent of the Consideration $5,150,840 (the “CapDeductible Amount”) less ), and then OMS Holdings and OMS shall be liable only for Damages to the Deductibleextent of any excess over the Deductible Amount. In no event shall Oasis’s, OMS Holdings’, OMS’s and the General Partner's aggregate liability to OMP Indemnified Parties under Section 11.1 exceed $77,262,600 (the “Ceiling Amount”). Notwithstanding the foregoing, the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2, Section 3.4, Section 3.9, Section 3.16, and Section 3.17; provided, that Oasis’s, OMS Holdings’, OMS’s and the General Partner's aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall not exceed the Consideration. In no event shall the OMP’s and OMP Operating’s aggregate liability to OMS Holdings Indemnified Parties exceed the Consideration. (b) Notwithstanding clause (a) aboveFor purposes of determining the amount of Damages, (i) with respect to the extent the Partnership Indemnitees are entitled to any asserted claim for indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breachby an OMP Indemnified Party, violation or inaccuracy of the representations or warranties in Section 3.11, Rice such determination shall be fully liable for such Damages made without regard to any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III; provided, that this Section 11.6(b) shall not so modify the Deductible representations and warranties for purposes of first determining whether a breach of any representation or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Capwarranty has occurred. (c) To Additionally, neither Oasis, OMS Holdings, the General Partner or OMS, on the one hand, nor OMP and OMP Operating, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent the Rice Indemnitees are entitled to indemnification for Damages resulting pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductiblethird-party indemnity claims. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything any other provision to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless does not diminish or revoke any right of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of a party hereto that exists under the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyOmnibus Agreement.

Limitations on Indemnification. Any claims of any Parent Indemnified Party made under this ARTICLE XII will be limited as follows: (a) To Notwithstanding any other provision of this Agreement to the extent the Partnership Indemnitees are entitled contrary, an Indemnifying Party shall not be required to indemnification for indemnify or hold harmless any Indemnified Party against, or reimburse any Indemnified Party for, any Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages 12.2 or 12.3 unless and until the aggregate amount of all such Damages suffered or incurred by the Indemnified Parties subject to indemnification pursuant to this Article XII exceeds one percent 1.5% of the Seller Consideration (as determined based on the average of the last reported sales prices of Parent Common Stock as reported by the NYSE for the 20 trading days preceding the Closing Date) (the “DeductibleThreshold”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership Threshold limitation shall not be liable for Damages pursuant apply to the Fundamental Representations and any breach of the covenants set forth in Section 8.1(a) that exceed9.21, in each case which shall each have no Threshold limitation; provided, further, however, that in the aggregateevent of a Working Capital Surplus as calculated in accordance with Section 2.10, the Cap less Threshold limitation for any breach of the Deductiblecovenants set forth in Section 9.21 shall equal the Working Capital Surplus. (db) Notwithstanding clause any other provision of this Agreement to the contrary, in no event shall any Seller’s aggregate liability for indemnification under this Agreement exceed such Seller’s pro rata portion of the Escrow Shares initially deposited in the Escrow Account; provided, however, that the limitation contained in this Section 12.7(b) shall not apply to the Fundamental Representations or any breach of the covenants set forth in Section 9.21. (c) above, (i) Notwithstanding any other provision of this Agreement to the extent contrary, no Indemnifying Party shall be required to indemnify or hold harmless any Indemnified Party against, or reimburse any Parent Indemnified Party for, any Damages in excess of the Rice Indemnitees are Seller Consideration (as determined based on the average of the last reported sales prices of Parent Common Stock as reported by the NYSE for the 20 trading days preceding the Closing Date) for any and all indemnification claims under this Agreement, including any claims relating to the Fundamental Representations. In the event that the Parent Indemnified Parties (or any of them) shall be entitled to indemnification for Damages for claims arising from fraudin respect of any of the Fundamental Representations or any breach of the covenants set forth in Section 9.21, none of the Partnership Sellers shall be fully liable for such Damages without regard required to directly indemnify any Parent Indemnified Parties, other than pursuant to the Deductible or release of Escrow Shares allocated to such Seller from the Cap Escrow Account, unless and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge until all of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or Escrow Shares held in escrow on behalf of such Seller have been either released from the Partnership Escrow Account or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given allocated to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyan Outstanding Claim.

Limitations on Indemnification. (a) To Notwithstanding the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to provisions of Section 8.2(a)9.02, Rice Seller shall not be liable for those Damages unless required to indemnify, defend or hold harmless the Buyer on account of any Buyer Indemnified Loss pursuant to the provisions of this Article IX unless, as to the indemnification contained in Section 9.02(a) and 9.02(b), when aggregated with the liability of the Seller in respect of all Buyer Indemnified Losses under Section 9.02(a) and 9.02(b), exceeds, and only to the extent the aggregate amount of Damages exceeds one percent all those Buyer Indemnified Losses does exceed, the Threshold Amount. In no event shall the liability of Seller for Buyer Indemnified Losses pursuant to this Article IX exceed the Consideration (the “Deductible”), and then only to the extent of any such excessCeiling Amount; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregatecase of Buyer Indemnified Losses pertaining to Seller's representations and warranties set forth in Section 4.07 and pertaining to Seller's indemnification set forth in Section 9.02(b), fifteen percent of the Consideration separately aggregated ceiling amount shall be $60,000,000 (the “Cap”) less the Deductible"Environmental Ceiling Amount"). (b) Notwithstanding clause (a) abovethe provisions of Section 9.03, Buyer shall not be required to indemnify, defend or hold harmless the Seller on account of any Seller Indemnified Loss pursuant to the provisions of this Article IX unless the liability of Buyer in respect of that Seller Indemnified Loss relates to (i) Earnout Agreements to the extent set forth in Section 6.09(c), (ii) Employment Agreements as provided in Section 6.06, or (iii) when aggregated with the liability of the Buyer in respect of all Seller Indemnified Losses under Section 9.03, exceeds, and only to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds all those Seller Indemnified Losses does exceed, the Deductible; provided, however, that Threshold Amount. In no event shall the Partnership shall not be liable liability of Buyer for Damages Seller Indemnified Losses pursuant to Section 8.1(a) that exceed, in this Article IX exceed the aggregate, the Cap less the DeductibleCeiling Amount. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. (a) To The Purchaser Indemnified Persons may not recover Losses from the extent Escrow Fund or from the Partnership Indemnitees are entitled to Company Shareholders in respect of any claim for indemnification for Damages pursuant to in accordance with Section 8.2(a)9.1(a) unless and until Losses in accordance with Section 9.1(a) have been incurred, Rice shall not be liable for those Damages unless the paid or properly accrued in an aggregate amount of Damages exceeds one percent of the Consideration greater than $2,500,000 (the “Purchaser Indemnification Deductible”). Once the Purchaser Indemnification Deductible has been exceeded, and then only the Purchaser Indemnified Persons shall be entitled to recover all Losses in accordance with Section 9.1(a) in excess of the Purchaser Indemnification Deductible, subject to the extent other limitations, terms and conditions in this Article 9. No Loss may be claimed under Section 9.1(a) (or counted against the Purchaser Indemnification Deductible) unless the Losses resulting from any single claim or series of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent related claims arising out of the Consideration (the “Cap”) less the Deductiblesame facts, events or circumstances exceeds $50,000. (b) The Company Indemnified Persons may not recover from Purchaser in respect of any claim for indemnification in accordance with Section 9.2(b)(i) unless and until Losses in accordance with Section 9.2(b)(i) have been incurred, paid or properly accrued in an aggregate amount greater than $2,500,000 (the “Company Indemnification Deductible”). Once the Company Indemnification Deductible has been exceeded, the Company Indemnified Persons shall be entitled to recover all Losses in accordance with Section 9.2(b)(i) in excess of the Company Indemnification Deductible, subject to the other limitations, terms and conditions in this Article 9. No Loss may be claimed under Section 9.2(b)(i) (or counted against the Company Indemnification Deductible) unless the Losses resulting from any single claim or series of related claims arising out of the same facts, events or circumstance exceeds $50,000. Notwithstanding clause the foregoing, the Company Indemnified Persons shall be entitled to recover for, and the Company Indemnification Deductible and the immediately foregoing sentence shall not apply as a threshold to, any Losses with respect to any breach of or inaccuracy in any representation or warranty made by Purchaser in Section 5.1, Section 5.2 or Section 5.3 (aeach, an “Excepted Purchaser Representation”). (c) aboveSubject to Section 9.3(a), the aggregate liability of the Company Shareholders for Losses shall be as follows, in each case to be satisfied in accordance with the provisions of Section 9.8: (i) with respect to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud (A) breaches of or Damages for Taxes arising from a breach, violation or inaccuracy inaccuracies in any of the representations or warranties made by a Company Shareholder contained in Article 4 or in any Related Agreement to which such Company Shareholder is a party (each, an “Individual Representation”) claimed under Section 9.2(a)(i), or (B) breaches of or defaults by a Company Shareholder of any of the covenants, obligations or agreements required to be performed or complied with by such Company Shareholder and contained in Section 3.116.6, Rice shall be fully liable for the first sentence of Section 6.8 or Section 6.15 of this Agreement, or any Article of this Agreement other than Article 6 (collectively, the “Payment Covenants”), a Purchaser Indemnified Person may recover from the applicable Company Shareholder all Losses arising out of such Damages without regard Company Shareholders breach, inaccuracy or default up to the Deductible aggregate portion of the Adjusted Closing Purchase Price received or to be received by such Company Shareholder (less, in the Cap case of any Class C Note Consideration Holder, any portion of the principal amount of such Holder’s Company Shareholder Note that has been canceled in accordance with the terms of such Company Shareholder Note); provided that in the case of fraud the foregoing limitation as to the maximum amount shall not apply; (ii) with respect to (A) breaches of or inaccuracies in any of the Excepted Company Representations, or (B) breaches of or defaults by the Company of any Payment Covenants required to be performed or complied with by the Company, a Purchaser Indemnified Person may recover all of its Losses from each Principal Shareholder pro rata based on their Indemnification Percentage up to an amount equal to the portion of the Adjusted Purchase Price received or to be received by such Principal Shareholder (less, in the case of any Class C Note Consideration Holder, any portion of the principal amount of such Holder’s Company Shareholder Note that has been canceled in accordance with the terms of such Company Shareholder Note); provided that in the case of fraud, the foregoing limitation as to the maximum amount shall not apply; (iii) with respect to Pre-Closing Tax Liabilities, a Purchaser Indemnified Person may recover all of its Losses from each Principal Shareholder pro rata based on their Indemnification Percentage up to an amount equal to the portion of the Adjusted Purchase Price received or to be received by such Principal Shareholder (less, in the case of any Class C Note Consideration Holder, any portion of the principal amount of such Holder’s Company Shareholder Note that has been canceled in accordance with the terms of such Company Shareholder Note); (iv) with respect to matters set forth on Schedule P, a Purchaser Indemnified Person may recover up to an aggregate of fifty percent (50%) of its Losses from each Principal Shareholders pro rata based on their Indemnification Percentage up to an amount equal to the portion of the Adjusted Purchase Price received or to be received by such Principal Shareholder (less, in the case of any Class C Note Consideration Holder, any portion of the principal amount of such Holder’s Company Shareholder Note that has been canceled in accordance with the terms of such Company Shareholder Note); (v) with respect to the matters set forth on Schedule Q, a Purchaser Indemnified Person may recover (i) eighty percent (80%) of the first $5,000,000 of its Losses from each Principal Shareholder pro rata based on their Indemnification Percentage up to an amount equal to the Adjusted Purchase Price received or to be received by such Principal Shareholder (less, in the case of any Class C Note Consideration Holder, any portion of the principal amount of such Holder’s Company Shareholder Note that has been canceled in accordance with the terms of such Company Shareholder Note), and (ii) all of its Losses in excess of $5,000,000 from each Principal Shareholder pro rata based on their Indemnification Percentage up to amount equal to the extent portion of the Partnership Indemnitees are entitled Adjusted Purchase Price received or to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for received by such Damages without regard to the Deductible or the Cap.Principal Shareholder, (cvi) To with respect to all Losses other than those set forth in the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(aimmediately foregoing clauses (i)-(v), the Partnership Purchaser Indemnified Persons may recover all of its Losses solely from, and up to, the consideration in the Escrow Fund from time to time; and (vii) In no event shall not be liable for those Damages unless the aggregate Losses payable by any Company Shareholder to Purchaser under this Article 9 exceed the amount equal to the portion of Damages exceeds the Deductible; provided, however, that the Partnership shall not Adjusted Closing Purchase Price received or to be liable for Damages pursuant to Section 8.1(a) that exceedreceived by such Company Shareholder (less, in the aggregatecase of any Class C Note Consideration Holder, any portion of the Cap less principal amount of such Holder’s Company Shareholder Note that has been canceled in accordance with the Deductibleterms of such Company Shareholder Note), except that in the case of fraud by such Company Shareholder the foregoing limitation as to maximum amount shall not apply. (d) Notwithstanding clause (c) aboveSubject to Section 9.3(b), the aggregate liability of Purchaser for Losses shall be as follows: (i) with respect to (A) breaches of or inaccuracies in any of the Excepted Purchaser Representations, (B) breaches of or defaults by Purchaser of any Payment Covenants required to be performed or complied with by Purchaser, or (C) any Taxes of the Company or any Subsidiary to the extent attributable to any period after the Rice Indemnitees are entitled Closing, a Company Indemnified Person may recover all of its Losses from Purchaser up to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard an amount equal to the Deductible or Adjusted Purchase Price; provided that in the Cap and case of fraud the foregoing limitation as to the maximum amount shall not apply; (ii) with respect to (A) breaches of or inaccuracies in any representation or warranty of Purchaser claimed under Section 9.2(b)(i), other than the Excepted Purchaser Representations and (B) Losses claimed under Section 9.2(b)(ii) (other than those covered by clause (i) above), a Company Indemnified Person may recover all of its Losses from Purchaser up to an amount equal to $31,855,000; provided that in the case of fraud the foregoing limitation as to the extent maximum amount shall not apply; and (iii) in no event shall the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy aggregate amount of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard Losses payable by Purchaser exceed an amount equal to the Deductible or Adjusted Purchase Price, except that in the Capcase of fraud by Purchaser the foregoing limitation as to maximum amount shall not apply. (e) Notwithstanding anything to the contrary Except as expressly set forth in this Agreement, including in this Article 9, no party shall have any right of contribution, right of indemnity or other right or remedy against any other party in connection with any indemnification obligation or any other liability to which such party may become subject under or in connection with this Agreement; it being understood that nothing herein shall limit the right of a party to recover from any other party the fees and expenses that such other party has agreed to share pursuant to the terms of this Agreement. (f) Nothing in this Agreement shall limit the liability of the Company Shareholders or Purchaser for any liability that survives the termination of this Agreement pursuant to Section 8.2 if the Acquisition is not consummated. (g) No Indemnified Person’s rights under this Article 9 shall be adversely affected by any investigation conducted, or any knowledge acquired (or capable of being acquired), by such Indemnified Person at any time, whether before or after the execution or delivery of this Agreement or the Closing, or by the waiver of any condition to Closing. (h) In calculating any Losses there shall be deducted (i) any indemnification, contribution or other similar payment actually recovered by the Indemnified Person or any Affiliate thereof from any third Person with respect to the subject of such Losses (including any insurance proceeds (net of any deductible amounts)) and (ii) any amounts (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given that would otherwise result in a duplicative recovery due to Rice), and nonetheless proceeds an adjustment made pursuant to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach determination of Final Company Working Capital or inaccuracy, otherwise or (y) Rice obtains knowledge that is specifically identified as a reserve on the face of the breach Company Balance Sheet and not in the notes thereto, other than any reserve for the matters set forth on Schedule O, Schedule P or violation ofSchedule Q. (i) No party shall have any liability for any special, exemplary or inaccuracy with respect topunitive damages suffered or incurred by any Indemnified Persons or other Person. (j) Except in the case of common law fraud and as otherwise expressly provided in Section 10.15 and except for remedies under the Company Shareholder Notes, any representation or warranty the Escrow Agreement and the Letter of Credit, the Partnership under remedies provided in this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directorsArticle 9 shall, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to after the Closing, Rice shall not be deemed the sole and exclusive remedy available to have waived the Indemnified Persons for any rights and remedies claim or cause of action arising out of, in connection with or under this Agreement, the Related Agreements, or the transactions contemplated hereby or thereby. (k) Subject to the limitations set forth on Schedule R, each party shall use its commercially reasonable efforts to mitigate the amount of any Losses for which it may seek recovery under this Article 9 with respect to the matters set forth on Schedule R. (l) Notwithstanding anything contained in this Agreement with respect to the contrary, in no event will any Purchaser Indemnified Person be entitled to recover, or make a claim for, any Losses from any of the Company Shareholders to the extent that such Losses result from either (i) any action taken or failed to be taken by Purchaser or its Affiliates or any of its or their respective subcontractors or any other Person performing work or providing services to the Company, the Subsidiaries or any Project Company at the direction of or under the supervision or responsibility of Purchaser and its Affiliates, in each case, in the course of EPC Work performed or to be performed, or (ii) Purchaser’s breach or inaccuracyof its obligations under Section 6.15(c).

Limitations on Indemnification. No Indemnitor shall be liable for an indemnification claim made under clause (a) To of Section 7.2 or Section 7.3, as the extent case may be: (a) for which a claim for indemnification is not asserted hereunder on or before the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages applicable Survival Date; (b) unless and until the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, Losses incurred by Buyer Indemnitees in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding aggregate under clause (a) aboveof Section 7.2 or by Seller Indemnitees in the aggregate under clause (a) of Section 7.3, as applicable, exceeds Fifty Thousand U.S. Dollars (i$50,000) (the “Basket”) in which case the applicable Indemnitor shall be obligated to the applicable Indemnitee for the amount of all Losses of such Indemnitees from the first dollar of Losses of the Indemnitees required to reach the Basket; or (c) to the extent Losses incurred by Buyer Indemnitees in the Partnership aggregate under clause (a) of Section 7.2 or by Seller Indemnitees are entitled in the aggregate under clause (a) of Section 7.3, as applicable, exceed an amount equal to the value of the Escrow Shares (the “Indemnification Cap”). Notwithstanding the foregoing: (i) the Indemnification Cap shall not apply to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible extent amounts are actually paid under insurance maintained by the Indemnitor (or the Cap any of its Affiliates); and (ii) to the extent Basket and the Partnership Indemnitees are entitled Indemnification Cap shall not apply to indemnification for Damages for claims arising from a breachthat are based in whole or in part upon fraud, violation willful misconduct or inaccuracy of a Rice Fundamental Representation, Rice intentional misrepresentation. The Indemnification Cap and Basket shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled apply only to indemnification for Damages claims made under clause (a) of Section 7.2 or Section 7.3 and shall not affect or apply to any other indemnification claim made pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge including those asserted under any other clause of the breach Section 7.2 or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracySection 7.3.

Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement: (a) To the extent the Partnership Copano Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a)15.2, Rice for breaches of representations or warranties in this Agreement by any Contributor, the Contributor shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”)Damages, and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Contributor Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a)15.1 for breaches of representations or warranties in this Agreement by Copano, the Partnership Copano shall not be liable for those Damages, unless: (i) Damages unless attributable to any single Indemnity Claim is in excess of the Claim Threshold; and (ii) the aggregate amount of all Damages in excess of the Claim Threshold exceeds the Deductible; providedDeductible Amount, howeverand then such liability shall only be to the extent of any such excess. (b) In addition, that to the Partnership extent the Copano Indemnitees are entitled to indemnification for Damages pursuant to Section 15.2, the Copano Indemnitees’ sole and exclusive recourse and remedy shall be against the Escrowed Units in the possession of the Escrow Agent and which the Escrow Agent is not otherwise obligated to release from escrow in accordance with this Agreement and the Escrow Agreement. Neither the Contributors nor any Contributor Indemnitees shall have any personal liability for any Indemnity Claim of the Copano Indemnitees. To the extent the Contributor Indemnitees are entitled to indemnification for Damages pursuant to Section 15.2, Copano shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, $5,000,000 in excess of the Cap less Deductible Amount. (c) No Contributor shall have any duty or obligation to indemnify any Copano Indemnitee for any Indemnity Claim for which Copano fails to provide notice to the DeductibleContributors within the Claim Period. Copano shall have no duty or obligation to indemnify any Contributor Indemnitee for any Indemnity Claim for which Contributors fail to provide notice to Copano within the Claim Period. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy limitations in Section 15.8 shall not apply with respect to, to (i) breaches of any Fundamental Representation by any Contributor or (ii) breaches of any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement Sections 8.1, 8.2, 8.3, 8.4, 8.5, 8.7(b) or 8.11 by Copano. (e) In addition to the foregoing limitations, the Contributors shall have no liability for a breach of any representation and warranty in Section 7.12, unless, prior to the end of the Claim Period, Copano shall have suffered Damages resulting directly from such breach in excess of $10,000,000. If, prior to the end of the Claim Period, Copano suffers Damages in excess of $10,000,000 resulting directly from such breach and delivers notice to the Contributors during the Claim Period, any indemnification obligation of the Contributors to Copano shall be limited to amounts in excess of said $10,000,000, and each of Sections 15(b) and 15(c) also shall apply to such excess amount. Notwithstanding the foregoing, any Damages suffered by Copano as a result of a breach of a representation and warranty in Section 7.12 by the Contributors shall apply against the Deductible Amount for purposes of determining whether Copano is entitled to indemnification pursuant to Section 15.2 and Section 15.8(a) with respect to such breach or inaccuracy, or (y) Rice obtains knowledge any other breaches of the breach or violation of, or inaccuracy with respect to, any a representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyby Contributors.

Limitations on Indemnification. Subject to the provisions of Section 7.5: (a) To the extent the Partnership Indemnitees are entitled no indemnification shall be payable to indemnification for Damages pursuant to a Buyer Indemnified Person or a Seller Indemnified Person as a result of any Losses arising under Section 8.2(a7.2(a) or Section 7.2(b), Rice shall not be liable for those Damages unless as applicable, until the aggregate amount of Damages all Losses incurred by all Buyer Indemnified Persons or Seller Indemnified Persons, as applicable, including, without limitation, losses associated with any Legal Claims, exceeds one percent $25,000, whereupon the Buyer Indemnified Persons or Seller Indemnified Persons, as applicable, shall be entitled to receive the full amount of all Losses (including the Consideration (the “Deductible”), and then only to the extent first $25,000 of any such excess; Losses) provided, however, that Rice the foregoing limitations on indemnification shall not be liable for Damages pursuant apply to Section 8.2(a) that exceed, in the aggregate, fifteen percent any Losses resulting from or arising out of any breach or inaccuracy of the Consideration (Excepted Representations or of the “Cap”representations and warranties set forth in Sections 3.7(c) less the Deductible.and 3.20(c); (b) Notwithstanding clause (athe maximum aggregate liability of the Seller for all Losses arising under Section 7.2(a) above, (i) shall be limited to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice Claim Shares (which shall be fully liable for subject to return or, at Cardium’s election, cancellation in satisfaction of such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(aLosses), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership foregoing maximum aggregate liability shall not apply to any Losses resulting from or arising out of any breach or inaccuracy of the Excepted Representations; (c) the maximum aggregate liability of the Buyer and Parent for all Losses arising under Section 7.2(b) shall be liable for Damages pursuant limited to Section 8.1(a) that exceed, in the aggregate, aggregate value of the Cap less Claim Shares upon deposit with the DeductibleEscrow Agent. (d) Notwithstanding clause An Indemnified Person (cas defined below) above, (i) shall not be entitled to a duplicate recovery under this ARTICLE VII to the extent that the Rice Indemnitees are entitled state of facts giving rise to indemnification for Damages for claims arising from fraudhereunder constitutes a breach of more than one representation, the Partnership shall be fully liable for such Damages without regard to the Deductible warranty or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap.covenant hereunder; (e) Notwithstanding anything in determining the amount of any Loss for which an Indemnified Person is entitled to the contrary indemnification pursuant to this ARTICLE VII, there shall be subtracted an amount equal to all insurance proceeds actually received by such Indemnified Person in this Agreementconnection with such Loss, if provided that, no Indemnified Person shall have any obligation to pursue any insurance claim or recovery; and (xf) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, in no event shall any representation or warranty of Rice under party to this Agreement (regardless of whether such knowledge is obtained by inspection be liable for indirect, punitive, exemplary, special or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given consequential damages including lost profits pursuant to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyARTICLE VII.

Limitations on Indemnification. (a) To The Parent Indemnified Parties will not be entitled to seek indemnification for Parent Losses under Section 10.1(a) (excepting Section 4.3 (Capitalization)), 10.1(b) or under Section 10.1(f) (collectively, "Parent Basket Losses"), unless and until the aggregate of all Parent Basket Losses incurred by the Parent Indemnified Parties exceeds Seven Hundred Fifty Thousand Dollars ($750,000) (the "Shareholder Basket Amount") and only then to the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless that the aggregate amount of Damages Parent Basket Losses exceeds one $750,000. In no event will the Shareholders obligations for Parent Losses claimed under Section 10.1 be greater than (i) $28.8 million, if the Closing has not occurred, and (ii) after Closing, ten percent (10%) of the Consideration product of 6,000,000 multiplied by the Average Closing Price (the “Deductible”"Indemnification Cap Amount"), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause The Shareholder Indemnification Parties will not be entitled to seek indemnification for Shareholder Losses under Section 10.2(a) and 10.2(b) (acollectively, "Shareholder Basket Losses") above, unless and until the aggregate amount of all Shareholder Basket Losses incurred by the Shareholder Indemnification Parties exceeds Seven Hundred Fifty Thousand Dollars (i$750,000) (the "Parent Basket Amount") and only then to the extent the Partnership Indemnitees are entitled to indemnification aggregate amount of 62 Shareholder Basket Loses exceeds $750,000. In no event will Parent's obligation for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of Shareholder Losses under Section 10.2 be greater than the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Indemnification Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the CapAmount. (c) To Each Shareholder's indemnification obligation under this Article 10 shall be limited to the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount product of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent total amount of the Rice Indemnitees are entitled Parent Losses subject to indemnification for Damages for claims arising from fraud, (after application of the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and other limitations contained in this Article 10) multiplied by (ii) a fraction equal to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy total number of a Partnership Fundamental Representation, the Partnership shall be fully liable for shares of Parent Common Stock such Damages without regard Shareholder receives pursuant to the Deductible or Merger divided by the Cap. (e) Notwithstanding anything total number of shares of Parent Comment Stock received pursuant to the contrary in Merger by all Shareholders who are signatories to this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. (a) To RV Centers and the extent the Partnership Indemnitees are entitled to indemnification for Damages other persons or entities indemnified pursuant to Section 8.2(a)10.1 or any other indemnity hereunder, Rice shall not be liable assert any claim for those Damages unless indemnification pursuant to Section 10.1 against the Seller until such time as the aggregate of all claims which such persons may have against such Seller shall exceed an amount of Damages exceeds (the "Threshold Amount") equal to one percent of the Consideration sum of (x) the “Deductible”)cash paid to the Seller pursuant to Section 2.1 and (y) the value of the RV Centers Stock delivered to the Seller pursuant to Section 2.1 valued at the initial public offering price as set forth in the Registration Statement, and then only to the extent of any claims in excess of such excess; provided, however, that Rice sum. Seller shall not be liable assert any claim for Damages pursuant to Section 8.2(a) that exceed, in indemnification hereunder against RV Centers until such time as the aggregate, fifteen percent aggregate of all claims which Seller may have against RV Centers shall exceed the Consideration (the “Cap”) less the DeductibleThreshold Amount. (b) Notwithstanding clause (a) above, (i) No person shall be entitled to indemnification under this Section 10 if and to the extent the Partnership Indemnitees are entitled that such Person's claim for indemnification is directly or indirectly related to indemnification for Damages for claims arising from fraud a breach by such person of any representation, warranty, covenant or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties other agreement set forth in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Capthis Agreement. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a)Notwithstanding any other term of this Agreement, the Partnership Seller shall not be liable under this Section 10 for those Damages unless an amount which exceeds eighty-five percent (85%) of the aggregate amount of Damages exceeds proceeds (including cash and RV Centers Stock) received by the Deductible; providedSeller (valued as of the Consummation Date) in connection with the purchase and sale of the Assets. For purposes of this paragraph, however, that the Partnership RV Centers Stock shall not be liable for Damages pursuant valued at the initial public offering price to Section 8.1(a) that exceed, the public as set forth in the aggregate, final prospectus deemed by Rule 430A of the Cap less 1933 Act Regulations to constitute a part of the DeductibleRegistration Statement. (d) Notwithstanding clause (c) above, (i) The Seller may pay any indemnification obligation under Section 10 by means of the payment of cash or a combination of the payment of cash and the delivery to RV Centers of shares of RV Centers Stock; provided that the percentage of the indemnification obligation satisfied by means of the delivery of shares of RV Centers Stock does not exceed the percentage of RV Centers Stock comprising the total consideration paid to the extent Seller by RV Centers pursuant to Annex I. For the Rice Indemnitees are entitled purpose of crediting the Seller for payments made to indemnification for Damages for claims arising from fraudRV Centers by means of delivery of shares of RV Centers Stock, the Partnership RV Centers Stock shall be fully liable for such Damages without regard valued at the average closing price as reported on the New York Stock Exchange (or other national exchange or quotation system) on the five trading days immediately preceding delivery of the shares pursuant to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Capthis section. (e) Notwithstanding anything In determining the amount of any loss, liability or expense for which any party is entitled to the contrary in indemnification under this Agreement, if the gross amount thereof will be reduced by any correlative insurance proceeds or other third party indemnity or reimbursement proceeds actually realized by such party (xor, in the case of RV Centers, by RV Centers, the Buyer or any subsidiary of RV Centers) the Partnership obtains knowledge and such correlative insurance proceeds or other third party indemnity or reimbursement proceeds shall be net of the breach any insurance premium or violation of, other incremental cost or inaccuracy expense owed or payable to any third party which becomes due as a result of such claim. RV Centers shall use commercially reasonable efforts to pursue any available insurance coverage or other rights of indemnity or reimbursement from third parties with respect toto any such loss, any representation liability or warranty of Rice under this Agreement expense. (regardless of whether such knowledge is obtained by inspection or investigation conducted by or f) The limitations on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies liability set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice Section 10.5 shall not be deemed apply to have waived any rights and remedies breaches of representations, warranties or covenants set forth in this Agreement with respect to such breach or inaccuracySections 4.5, 4.22 and 4.29(c).

Limitations on Indemnification. (a) To Notwithstanding the extent provisions of this Article 8: (i) (A) no Investor Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) (other than for Losses and Expenses incurred as a result of inaccuracies of the Partnership Indemnitees representations and warranties contained in the Contributors Fundamental Representations or the Contributors Statute of Limitations Representations (collectively, the “Investor Excluded Representations”), as to which this subclause (A) shall have no effect) with respect to any claim or series of related claims unless and until all Losses and Expenses with respect to such claim or series of related claims exceed on a cumulative basis an amount equal to $25,000 (such amount, the “Per-Claim Threshold Amount”) in which case the Investor Indemnified Parties shall, subject to this Section 8.5(a), be entitled to indemnification pursuant to Section 8.2(a) with respect to the full amount of Losses and Expenses relating to such claim or series of related claims, (B) no Investor Indemnified Party shall be entitled to indemnification pursuant to Section 8.2(a) (other than for Losses and Expenses incurred as a result of inaccuracies of the Investor Excluded Representations, as to which this subclause (B) shall have no effect) unless and until the aggregate amount of all Losses incurred by all Investor Indemnified Parties (taking into account only Losses and Expenses with respect to any claim or series of related claims having Losses and Expenses in excess of the Per-Claim Threshold Amount) for which such Investor Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages ) exceeds one percent of the Consideration $1,000,000 (the “DeductibleAggregate Threshold”), and then only the Investor Indemnified Parties shall be entitled to indemnification with respect to the extent full amount of any Losses and Expenses relating to such excess; providedclaim or series of related claims, however, that Rice and (C) the aggregate amount of all Losses and Expenses for which the Investor Indemnified Parties shall not be liable for Damages entitled to indemnification pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent (other than for Losses and Expenses incurred as a result of inaccuracies of the Consideration Investor Excluded Representations, as to which this subclause (C) shall have no effect) will not exceed $20,000,000 (the “Indemnification Cap”); provided that the limitations set forth in this Section 8.5(a)(i) less shall not apply to claims arising from fraud asserted against the DeductiblePersons committing such fraud; and (ii) (A) no Contributor Indemnified Party shall be entitled to indemnification pursuant to Section 8.3(a) (other than for Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in the Investors Fundamental Representations (collectively, the “Contributor Excluded Representations”), as to which this subclause (A) shall have no effect) with respect to any claim or series of related claims unless and until all Losses and Expenses with respect to such claim or series of related claims exceed on a cumulative basis the Per-Claim Threshold Amount, in which case the Contributor Indemnified Parties shall, subject to this Section 8.5(a), be entitled to indemnification pursuant to Section 8.3(a) with respect to the full amount of Losses and Expenses relating to such claim or series of related claims, (B) no Contributor Indemnified Party shall be entitled to indemnification pursuant to Section 8.3(a) (other than for Losses and Expenses incurred as a result of inaccuracies of the Contributor Excluded Representations, as to which this subclause (B) shall have no effect) unless and until the aggregate amount of all Losses and Expenses incurred by all Contributor Indemnified Parties (taking into account only Losses and Expenses with respect to any claim or series of related claims having Losses and Expenses in excess of the Per-Claim Threshold Amount) for which such Contributor Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) exceeds the Aggregate Threshold and then and then the Contributor and Investor Indemnified Parties shall be entitled to indemnification with respect to the full amount of Losses and Expenses relating to such claim or series of related claims, and (C) the aggregate amount of all Losses and Expenses for which the Contributor Indemnified Parties shall be entitled to indemnification pursuant to Section 8.3(a) (other than for Losses and Expenses incurred as a result of inaccuracies of the Contributor Excluded Representations, as to which this subclause (C) shall have no effect) will not exceed the Indemnification Cap; provided that the limitations set forth in this Section 8.5(a)(ii) shall not apply to claims arising from fraud asserted against the Persons committing such fraud. (b) Notwithstanding clause (a) above, (i) to The Parties agree that in the extent the Partnership Indemnitees event any Investor Indemnified Parties are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from pursuant to this Article 8 with respect to a breachparticular matter, violation or inaccuracy of and the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard Company suffered Losses and Expenses with respect to the Deductible or same matter, the Cap and (ii) Contributors shall, at their election, be entitled, to the extent practicable, to satisfy and discharge any such Losses and Expenses by compensating the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable Company directly for such Damages without regard Losses and Expenses. In the event the Contributors indemnified the Company for such Losses and Expenses pursuant to the Deductible prior sentence or the CapContribution Agreement, and such indemnification paid to the Company failed to compensate such Investor Indemnified Party in full for such Losses and Expenses, the Contributors shall indemnify such Investor Indemnified Parties directly for the remainder of any such Losses and Expenses. (c) To In determining the extent amount of any Losses for which the Rice Indemnitees Indemnified Parties are entitled to assert a claim for indemnification for Damages pursuant to Section 8.1(a)hereunder, the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds any such Losses will be determined after deducting therefrom the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceedamount of any insurance proceeds from a third-party insurer actually received by such Indemnified Parties in respect of such Losses, in the aggregateeach case net of costs and expenses incurred by such Indemnified Parties or their Affiliates, the Cap less the Deductible. including any increases in premiums (d) Notwithstanding clause (c) above, (i) whether retroactive or prospective). All Indemnified Parties shall use commercially reasonable efforts to the extent the Rice Indemnitees mitigate Losses and Expenses for which such Indemnified Parties are entitled or may be entitled to indemnification for Damages for claims arising from fraudunder this Article 8 upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to any such Losses or Expenses. In the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are event that an Indemnified Party is entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement insurance with respect to any Losses for which such breach Indemnified Party seeks indemnification, such Indemnified Party shall use commercially reasonable efforts to obtain any such indemnification or inaccuracy, recovery. In the event that any insurance proceeds are actually recovered or (y) Rice obtains knowledge realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the breach or violation ofclaims to which such insurance proceeds relate, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice a portion of such knowledge has been given indemnification payment equal to the Partnership), and nonetheless proceeds amounts so recovered or realized shall promptly be refunded to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.Indemnifying Party

Limitations on Indemnification. (a) To Notwithstanding any other provision herein to the extent the Partnership Indemnitees are entitled to indemnification for Damages contrary, (i) Seller shall not be responsible pursuant to Section 8.2(a11.2(a)(i)(x) for Losses based upon, resulting from or arising out of the breach or inaccuracy of representations and warranties made by Seller pursuant to this Agreement (other than the Specified Representations) (for which purposes Losses with respect to related matters will be aggregated) until the cumulative aggregate amount of the Losses with respect to such matter or related matters or matters arising out of the same facts or circumstances exceeds $25,000 (the “Threshold Amount”), Rice in which case the amount of all such Losses (without regard to the Threshold Amount) shall be included for purposes of computing the Losses that are indemnifiable hereunder and applicable against the Basket Amount pursuant to clause (ii) below, and (ii) Seller shall not be liable required to indemnify Purchaser Indemnified Parties under Section 11.2(a)(i)(x) for those Damages unless Losses of the Purchaser Indemnified Parties based upon, resulting from or arising out of the breach or inaccuracy of representations and warranties made by Seller pursuant to this Agreement (other than the Specified Representations) until the aggregate amount of Damages exceeds one percent all such Losses of the Consideration Purchaser Indemnified Parties for which indemnification would otherwise be available under Section 11.2(a)(i)(x) exceeds $1,500,000 (the “DeductibleBasket Amount”), and then after which Seller will be obligated to indemnify Purchaser Indemnified Parties for only to that portion of such Losses that exceed the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the DeductibleBasket Amount. (b) Notwithstanding clause (a) aboveany other provision herein to the contrary, (i) to the extent cumulative aggregate indemnity obligations of Seller under Section 11.2(a)(i)(x) for Losses based upon, resulting from or arising out of the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation breach or inaccuracy of representations and warranties made by Seller pursuant to this Agreement (other than the representations or warranties Specified Representations) shall in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Capno event exceed $26,875,000. (c) To In no event shall either party be liable to the extent the Rice Indemnitees are entitled to indemnification other for Damages pursuant to Section 8.1(aany special, exemplary, punitive (whether arising under contract or tort, or any other legal theory), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; providedincidental or consequential damages, howeverincluding economic loss, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceedlost profits or business interruption, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) except to the extent such damages constitute Retained Liabilities (if the Rice Indemnitees Indemnifying Party is Seller) or Assumed Liabilities (if the Indemnifying Party is Purchaser) and are entitled payable by an Indemnified Party to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Capthird party. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. (a) To Notwithstanding any other provision of this Agreement, the extent the Partnership right of Buyer Indemnitees are entitled to indemnification for Damages Buyer Losses under Section 8.2(a) shall be subject to the following provisions: (i) No indemnification by Seller shall be payable pursuant to Section 8.2(a) unless the total of all claims for indemnification pursuant to such Section 8.2(a) shall exceed $500,000 in the aggregate and no indemnification by Buyer shall be payable pursuant to Section 8.3(a) unless the total of all claims for indemnification pursuant to such Section 8.3(a) shall exceed $500,000 in the aggregate, whereupon only the amount of such claims in excess of the foregoing threshold amount shall be recoverable in accordance with the terms hereof; provided, however, that claims by Buyer arising pursuant to the representations and warranties set forth at Section 4.5 (as to title only) or Section 4.23 shall not be subject to this limitation; (ii) No indemnification by Seller shall be payable pursuant to Section 8.2(a) for amounts in excess of $1,500,000 and no indemnification by Buyers shall be payable pursuant to Section 8.3(a) for amounts in excess of $1,500,000, provided, however, that claims by Buyer arising pursuant to the representations and warranties set forth at Section 4.5 (as to title only) shall not be subject to this limitation or considered in its application; and (iii) No claim for indemnification shall be made pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless 8.2(b), 8.3(a) or 8.3(b) after the aggregate amount of Damages exceeds one percent first anniversary of the Consideration (the “Deductible”)Closing Date, and then only except with respect to the extent representations and warranties in Section 4.11 (Environmental) for which no claim for indemnification shall be made after the third anniversary of the Closing Date or breaches of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in covenants which by their terms contemplate performance following the aggregate, fifteen percent of the Consideration (the “Cap”) less the DeductibleEffective Time. (b) Notwithstanding clause (a) above, All amounts to which an Indemnified Party may be entitled pursuant to the provisions of Sections 8.2 and 8.3 shall be net of (i) to any insurance coverage with respect thereto, (ii) any tax benefits realized by the extent Indemnified Party and net of any set off, including any indemnification claim the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of Indemnifying Party has against the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages Indemnified Party without regard to whether the Deductible indemnification claim being set off is less than the minimum amount required by Section 8.5(a)(i) or consists in whole or in part of amounts in excess of the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Capmaximum amount imposed by Section 8.5(a)(ii). (c) To Notwithstanding the extent provisions of this Section 8.5 to the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a)effect that an Indemnifying Party’s obligations shall expire at specified times set forth herein, the Partnership such obligations shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, continue (i) as to any matter as to which a claim is submitted in writing to the extent the Rice Indemnitees are entitled Indemnifying Party prior to such specified time and identified as a claim for indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard pursuant to the Deductible or the Cap this Agreement and (ii) as to any matter that is based upon fraud by the extent the Rice Indemnitees Indemnifying Party, until such time as such claims and matters are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Capdiscovered and resolved. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.

Limitations on Indemnification. (a) To The indemnification provided for in Section 7.1(a) shall be subject to the following limitations: (i) Seller shall not be obligated to pay any amounts for indemnification under Section 7.1 (a) except to the extent that the Partnership Indemnitees are entitled to indemnification for Damages aggregate Losses theretofore claimed as indemnifiable Losses pursuant to Section 8.2(a)7.1(a) and actually incurred by Purchaser (net of insurance recoveries thereunder) exceed $500,000, Rice subject to the limits set forth in clauses (ii) and (iii) below; (ii) Seller shall not be liable for those Damages unless the obligated to pay an aggregate amount for indemnification under Section 7.1(a) in excess of Damages exceeds one percent of the Consideration $15,000,000; and (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice iii) Seller shall not be liable obligated to pay any amount for Damages pursuant indemnification under Section 7.1(a) if the Loss associated with the individual claim does not exceed $100,000. Notwithstanding anything to the contrary contained herein, the indemnification provided for in Section 8.2(a7.1(b) that exceed, in shall not be subject to the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductibleforegoing limitations. (b) Notwithstanding clause (a) above, The indemnification provided for in Section 7.2 shall be subject to the following limitations: (i) Purchaser Indemnitors shall not be obligated to pay any amounts for indemnification under Section 7.2 except to the extent that the Partnership Indemnitees are entitled aggregate Losses theretofore claimed as indemnifiable Losses pursuant to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breachSection 7.2 and actually incurred by Seller (net of insurance recoveries thereunder) exceed $500,000, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard subject to the Deductible or the Cap and limits set forth in clauses (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap.and (iii) below; (cii) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Purchaser Indemnitors shall not be liable for those Damages unless the obligated to pay an aggregate amount for indemnification under Section 7.2 in excess of Damages exceeds the Deductible$15,000,000; provided, however, that the Partnership and (iii) Purchaser Indemnitors shall not be liable obligated to pay any amounts for Damages pursuant to indemnification under Section 8.1(a) that exceed, in 7.2 if the aggregate, Loss associated with the Cap less the Deductible.individual claim does not exceed $100,000; and (div) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership Purchaser Indemnitors shall not be deemed obligated to have waived pay any rights and remedies set forth amount under Section 7.2 in respect of Losses for which Seller has indemnified Purchasers under Section 7.1, whether or not such indemnity is still in effect. If after the expiry of the survival period such Losses are based upon, arise out of or are related to (A) an intentional misrepresentation of a matter which was represented or warranted to by Seller herein or in either of the Asset Purchase Agreements, or (B) an intentional failure by Seller to perform a covenant of Seller contained in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge either of the breach or violation ofAsset Purchase Agreements, or inaccuracy with respect to, any representation or warranty of the Partnership Purchaser Indemnitors shall have no obligation to indemnify under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracySection 7.2.

Limitations on Indemnification. (a) To Notwithstanding anything herein to the extent the Partnership Indemnitees are entitled contrary, Seller shall have no liability to indemnification Purchaser under this Agreement for Damages any action taken by Seller or any failure by Seller to take any action pursuant to Section 8.2(a)Article VI in compliance with any written instructions of Purchaser or with the prior written consent of Purchaser. (b) Seller or Purchaser, Rice as applicable, shall not be liable obligated to indemnify any Purchaser Indemnitee or Seller Indemnitee, as applicable, if the Losses incurred by such Person arise from the gross negligence, fraud or willful misconduct of Purchaser or Seller, as applicable, or their respective Affiliates, officers, directors, managers, agents and representatives (acting in their capacity as such). (c) Notwithstanding anything in this Agreement to the contrary, Seller shall not have any liability under: (i) Section 8.1 with respect to any individual item (or any series of related items) if the Loss related thereto is less than US$750,000, and such items shall not be aggregated for those Damages purposes of Section 8.5(c)(ii); (ii) Section 8.1(a) unless the aggregate amount of Damages liability for all Losses suffered by the Purchaser Indemnitees thereunder exceeds one percent of the Consideration (the “Deductible”)US$15,000,000, and then only to the extent of any such excess; provided, however, that Rice shall not be liable or (iii) Section 8.1 (except to the extent of any amounts Seller fails to pay or have paid Purchaser in breach of Section 6.1 or Section 6.2(a) or for Damages pursuant breach of Section 6.1(g)) in excess of the amount by which (x) the Purchase Price exceeds (y) the aggregate amount of payments made to Section 8.2(a) that exceedPurchaser in respect of the Beneficial Interest theretofore received or receivable by Purchaser, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership cap set forth in clause (iii) shall not be liable less than Two Hundred Million Dollars (US$200,000,000) except with respect to any breach for Damages pursuant which indemnification is sought that arises from or relates to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Specified Claim. Notwithstanding anything to the contrary in any Transaction Document, for any Loss for which Seller must indemnify any Purchaser Indemnitee under this Agreement, if (x) the Partnership obtains knowledge amount paid by Seller shall count toward the liability cap under both this Agreement and under the Assignment Agreement and in no event shall Seller have any liability for Losses under the Assignment Agreement arising out of the breach same matter or violation ofset of facts or circumstances as any claims made, or inaccuracy with respect tofor which a claim could be made, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracyAgreement.

Limitations on Indemnification. (a) To the extent that the Partnership Indemnitees Buyer Indemnified Parties are entitled to indemnification for Damages Liabilities pursuant to Section 8.2(a10.1, the Sellers shall not have any Liability (i) for any individual indemnifiable item (or series of related items) which does not exceed $100,000 (the “Individual Indemnity Threshold”), Rice shall not be liable for and (ii) in respect of those Damages individual indemnifiable items that exceed the Individual Indemnity Threshold, unless the aggregate Liabilities relating to all such individual indemnifiable items exceed in the aggregate an amount of Damages exceeds one percent of the Consideration equal to $3,000,000 (the “DeductibleDeductible Amount”), and then only to the extent of any such excess; provided, however, that Rice . In no event shall not be liable for Damages pursuant the Sellers’ aggregate liability to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration Buyer Indemnified Parties exceed an amount equal to $20,000,000 (the “Cap”). Notwithstanding the foregoing, (A) less the DeductibleIndividual Indemnity Threshold, the Deductible Amount and the Cap shall not apply to indemnification for Liabilities relating to HFS Fundamental Representations or to any indemnification obligation under Section 10.1(b) or 10.1(c) and (B) the Individual Indemnity Threshold and the Deductible Amount shall not apply to any indemnification obligation under clause (d) of Section 10.1. Notwithstanding any other provision of this Agreement to the contrary, Sellers’ aggregate liability to the Buyer Indemnified Parties with respect to indemnification under this Article 10 shall in no event exceed the Base Purchase Price. (b) Notwithstanding clause (a) aboveFor purposes of determining the Liabilities subject to indemnity pursuant to this Article 10, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud any materiality or Damages for Taxes arising from a breach, violation or inaccuracy of Material Adverse Effect qualifiers in the representations or and warranties (other than the representations and warranties set forth in (x) the parenthetical in Section 3.114.14(a) and (y) Section 4.15(b), Rice and in each case, the related definitions) shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Capdisregarded. (c) To In calculating any amount to be paid by an Indemnifying Party by reason of the extent provisions of this Agreement, the Rice Indemnitees are amount shall be reduced by all insurance proceeds and any indemnification reimbursement proceeds actually received from Third Parties related to the Liabilities, in each case net of all reasonable out-of-pocket costs incurred in the recovery of such proceeds. No Buyer Indemnified Parties shall be entitled to double recovery for any particular item for which an adjustment has already been made to the purchase price under the terms of this Agreement (whether at Closing or thereafter) or with respect to which indemnification for Damages pursuant is provided under this Agreement. In calculating amounts payable to Section 8.1(a)any Buyer Indemnified Party hereunder, the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds any indemnified Liability shall be determined without duplication of any adjustment to the Deductible; providedpurchase price or any other Liability for which an indemnification claim has been made with respect to any other representation or warranty, however, or covenant or agreement that contemplates performance thereof prior to the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the DeductibleClosing Date. (d) Notwithstanding clause (c) aboveExcept as provided in Section 6.13, (i) the right to indemnification provided by this Agreement will not be affected by any investigation conducted by the Party to or for whom such representation, warranty, covenant or obligation is made with respect to, or any Knowledge acquired prior to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the CapClosing Date. (e) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice Sellers shall have no obligation under this Agreement to indemnify any Person for any Liabilities (regardless including Environmental Liabilities) to the extent that such Liabilities are incurred (i) as a result of whether such knowledge is obtained by inspection any remedial, removal or investigation conducted by or on behalf other response action in excess of the Partnership or its directors, officers, employees, or representatives at any time and regardless reasonable cost of whether notice the response required under Environmental Laws that addresses the applicable cause of such knowledge has been given to Rice), and nonetheless proceeds Liabilities to the Closing, extent required by applicable Environmental Laws at the Partnership shall not be deemed lowest commercially reasonable cost (considered as a whole taking into consideration any material negative impact such response may have on the operations of the relevant Water Assets (as operated on the Closing Date) or any potential material additional costs or liabilities that may likely arise as a direct result of such response) as compared to have waived any rights and remedies other response that is required under Environmental Laws or (ii) in order to meet a more stringent cleanup standard than that set forth in this Agreement with respect to such breach or inaccuracyclause (i) which result from a change in land use from the use in effect as of the Closing Date, or (y) Rice obtains knowledge from a change of Law relative to that which is in effect as of the breach or violation ofClosing Date. Buyer agrees not to compel, induce, or inaccuracy with respect tosolicit, whether directly or indirectly, any representation Governmental Authority to require any environmental action, investigation, monitoring or warranty of the Partnership under this Agreement remediation unless affirmatively required to do so by Environmental Laws. (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directorsf) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARTICLE 10, officersNO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE UNDER THIS ARTICLE 10 OR OTHERWISE FOR EXEMPLARY, employeesSPECIAL, or representatives at any time and regardless of whether notice of such knowledge has been given to the PartnershipPUNITIVE, INDIRECT, REMOTE, SPECULATIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (EXCEPT TO THE EXTENT SUCH CONSEQUENTIAL DAMAGES CONSTITUTE DIRECT DAMAGES), and nonetheless proceeds to the ClosingWHETHER IN TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracySTRICT LIABILITY, BY CONTRACT OR STATUTE, EXCEPT TO THE EXTENT ANY INDEMNIFIED PARTY SUFFERS SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A FINALLY ADJUDICATED THIRD PARTY CLAIM, IN WHICH CASE SUCH DAMAGES SHALL BE RECOVERABLE (TO THE EXTENT RECOVERABLE UNDER THIS ARTICLE 10) WITHOUT GIVING EFFECT TO THIS SECTION 10.4(f).

Limitations on Indemnification. Sellers’ and Buyer’s aggregate liability for indemnification obligations pursuant to this Agreement shall be as follows: (a) To For breaches and inaccuracies of representations and warranties made by the extent the Partnership Indemnitees are entitled to indemnification for Damages Companies pursuant to Section 8.2(a)Sections 3.1, Rice 3.2, 3.3 and 3.14 and by the Sellers under Article III-A, the Sellers shall not be liable obligated to indemnify Buyer for those Damages unless any amounts that, when aggregated with all other indemnification claims against the aggregate amount Sellers pursuant to this Article VI, exceed each Seller’s Pro Rata Share; (b) For breaches and inaccuracies of Damages exceeds one percent all other representations, warranties, covenants and agreements made by the Sellers in this Agreement and the other Transaction Documents, the Sellers, in the aggregate, shall not be obligated to indemnify Buyer for any amounts that, when aggregated with all other indemnification claims against the Sellers pursuant to this Article VI, exceed $13,500,000; and (c) For breaches and inaccuracies of all representations, warranties, covenants and agreements made by the Consideration Buyer in this Agreement and the other Transaction Documents, Buyer shall not be obligated to indemnify Sellers for any amounts that, when aggregated with all other indemnification claims against the Buyer pursuant to this Article VI, exceed $13,500,000. (the “Deductible”), and then only d) No party may bring any claim for indemnification under this Article VI to the extent notice of such claim is sent after the expiration of the survival periods set forth in Section 6.1. Any Damages for which a party would otherwise be obligated to provide indemnification hereunder will be offset to the extent such Damages are reflected in the adjustments to the Purchase Price under Article II or to the extent such party has already recovered Damages with respect to such matter pursuant to another provision of this Agreement. Until the Escrow Payment has been depleted, the Escrow Payment will be the sole source of funds from which to satisfy all indemnification claims hereunder and no claim may be made against any individual Seller until such excess; provided, however, that Rice shall not be liable time. In no event will any Seller’s aggregate liability for Damages pursuant to Section 8.2(a) that under this Article VI or otherwise exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.Seller’s Pro Rata Share. PURCHASE AND SALE AGREEMENT

Limitations on Indemnification. (a) To Neither Bxxxx nor Rxxxxxxx shall be liable to any of the extent the Partnership Indemnitees are entitled to C&T Indemnified Parties in respect of any claim for indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless 10.02(a) made hereby until the aggregate amount of Damages Losses for which all C&T Indemnified Parties otherwise would be entitled to indemnification under this Article X exceeds one percent of the Consideration $50,000 (the “DeductibleBasket”), in which case Bxxxx and then only Rxxxxxxx shall be liable to the extent C&T Indemnified Parties hereby for the aggregate amount of any all such excess; provided, however, that Rice shall Losses up to the cap described below (and not be liable for Damages pursuant to Section 8.2(a) that exceed, just the Losses in the aggregate, fifteen percent excess of the Consideration (the “Cap”) less the DeductibleBasket). (b) Notwithstanding clause Except as specified in Section 10.04(c), Bxxxx and/or Rxxxxxxx, as the case may be, shall pay any indemnification liability to the C&T Indemnified Parties, or any of them, under this Article X solely by means of the Surviving Corporation’s offset, against amounts otherwise payable by the Surviving Corporation to Bxxxx and/or Rxxxxxxx, as the case may be, from and after the Effective Time within thirty (a30) abovedays of the Closing against the change of control severance payment due to Bxxxx and/or Rxxxxxxx, as the case may be, and thereafter until the earlier of: (i) to three (3) years after the extent date hereof or (ii) the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breachdeath of Bxxxx and/or Rxxxxxxx, violation or inaccuracy as the case may be, against the cash value of the representations or warranties Keyman Policies for Bxxxx and/or Rxxxxxxx, as the case may be. Such time described in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap (i) and (ii) to of the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice preceding sentence shall be fully liable for such Damages without regard referred to as the Deductible or “Indemnification Termination Date” with respect to tie specific source of payment. After the CapIndemnification Termination Date referenced in (ii), the indemnification obligations of Bxxxx and/or Rxxxxxxx, as the case may be, hereunder shall cease. (c) To The indemnification obligations of Bxxxx and Rxxxxxxx under this Section 10.04 shall only apply in the extent event that the Rice Indemnitees are entitled Losses to indemnification for Damages pursuant be indemnified arise or result directly from the fraudulent misconduct or fraudulent misrepresentation of Bxxxx and/or Rxxxxxxx, as the case may be, as determined by a court of competent jurisdiction, which decision is not subject to appeal. For purposes of this Section 8.1(a10.04(c), the Partnership shall not be liable concept of “fraud” or “fraudulent” is identical to the concept of “employment of manipulative and deceptive devices” as outlined in Rule 10b-5 of the Exchange Act and the “federal common law” developed by the federal courts pursuant thereto. Additionally, for those Damages unless purposes of producing the aggregate amount of Damages exceeds “decision” referenced above by the Deductible; providedIndemnification Termination Date, howeverall parties agree to expedite any related litigation, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, including without limitation to: (i) waive their right(s) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and jury trial; (ii) limit discovery to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy that actually obtained within six (6) months of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge filing of the breach complaint instituting the litigation; and (iii) refrain from requesting any extensions or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracycontinuances.