Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (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.

Limitations on Indemnification. Notwithstanding anything to the foregoing provisions of Section 12.1, contrary in this Agreement: (a) the aggregate liability of Seller for Losses pursuant to Sections 8.2(a), (d) and (g) shall not exceed 20% of the Purchase Price (determined for this purpose without regard to Retained Cash Balances), except that the aggregate liability of Seller for Losses pursuant to Section 8.2(a) related to the breach of any of the representations and warranties contained in the first sentence of Section 2.1 and in Sections 2.2, 2.3(a), 2.7, 2.12, 2.16 and 2.17 (together with the aggregate liability of Seller pursuant to Sections 8.2(a), (d) and (g)) shall not exceed the Purchase Price; (b) the aggregate liability of Buyer for Losses pursuant to Sections 8.3(a) shall not exceed 20% of the Purchase Price (determined for this purpose without regard to Retained Cash Balances), except that the aggregate liability of Buyer for Losses pursuant to Section 8.3(a) related to the breach of any of the representations and warranties contained in Section 3.1, 3.2(a), 3.3, 3.4 and 3.5 shall not exceed the Purchase Price; (c) no Indemnified Party will be entitled to recover indirect, special, consequential, incidental, punitive or business interruption damages or lost revenues, profits, cost savings or synergies pursuant to Sections 8.2(a) or 8.3(a); provided, however, that the parties acknowledge and agree that for purposes of this Article VIII, any damages actually paid by either of them to a third party (other than an Affiliate) shall be considered direct damages for which recovery may be sought in accordance with the terms hereof; (d) no claim for indemnification may be made by a Buyer Indemnitee pursuant to Section 8.2 or by a Seller Indemnitee pursuant to Section 8.3 unless notice of such claim (describing the basic facts or events, the existence or occurrence of which constitute or have resulted in the alleged breach of a representation or warranty made in this Agreement or which otherwise form the basis of the claim) has been given to the party from whom indemnification is sought (the “Indemnifying Party”) during the relevant survival period set forth in Section 8.1 (which, for purposes of Sections 8.2(a) and 8.3(a), will be the survival period of the representation and warranty alleged to have been breached); (e) Seller shall have no liability pursuant to Sections 8.2(a) and (d) (x) for any Losses with respect to an individual matter or series of related matters until the cumulative aggregate amount of the Losses with respect to such matter or series of related matters exceeds U.S. $25,000 (the “Threshold Amount”), in which case the amount of all such Losses (including those that are less than the Threshold Amount) shall be included for purposes of computing the Losses that are indemnifiable hereunder and/or applicable against the Basket Amount pursuant to clause (y) below; and (y) until the aggregate amount of the Losses of the Buyer Indemnitees for which indemnification would otherwise be available under Sections 8.2(a) and (d) exceeds 1% of the Purchase Price (determined for this purpose without regard to Retained Cash Balances) (the “Basket Amount”), after which Seller will be obligated to indemnify for only that portion of such Losses of the Buyer Indemnitees Company that exceed the Basket Amount; provided that the limitations set forth in sub clause (y) of this paragraph (e) shall not apply to Losses related to the breach of any of the representations or warranties contained in Sections 2.1, 2.2, 2.3(a), 2.7, 2.12, 2.16 and 2.17; and (f) Seller shall have no liability pursuant to Section 8.2 for any Loss to the extent a reserve with respect to such Loss is included in or taken into account in the calculation or determination of Closing Working Capital or reflected in the Balance Sheet or for any Loss associated with periodic groundwater monitoring at the St. Cheron and St. Fromond facilities to the extent such monitoring is in all material respects of the same nature, magnitude and frequency as that conducted as of the Closing. (g) Notwithstanding any other provision of this Agreement, (x) in the event that Buyer, the Transferred Companies or their Affiliates initiate any communication with or make any notice to any Person (including Governmental Authorities) not reasonably required by applicable Environmental Requirements that could reasonably be expected to result in or prompt Losses for which indemnification would otherwise be available pursuant to Sections 8.2(d) or (e) or Section 8.2(a) (in respect of a breach of a representation and warranty contained in Section 2.14), Seller shall not be required to responsible (and shall not indemnify Purchaser or Buyer Indemnitees) for any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by such Losses and (y) Seller shall have no liability under Section 12.1 above exceeds the Basket Limitation and, 8.2(d) and Section 8.2(a) (in such event, Seller shall be responsible respect of a breach of a representation and warranty contained in Section 2.14) for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect Losses to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred extent occurring as a result of breaches or triggered by (A) the closure or demolition after the Closing of any covenant part of any facility of a Transferred Company, or agreement of Seller set forth in Section 5.3(B) environmental testing conducted on the Real Property following the Closing, Section 5.4 or Section 10.1 of this Agreementexcept for such testing required to be undertaken by applicable Environmental Requirements.

Limitations on Indemnification. Notwithstanding anything to the foregoing provisions of Section 12.1, contrary in this ARTICLE XI, (a) Seller (i) no claim for indemnification shall not be required to indemnify Purchaser or made by any Purchaser-Related Entities under this Agreement Indemnified Party unless the aggregate amount of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds Losses of the Basket Limitation and, in Indemnified Parties exceed one million two hundred thousand dollars ($1,200,000) (the “Deductible Amount”) and then only to the extent such event, Seller shall be responsible for Losses exceed the entire amount including all amounts representing the Basket Limitation, Deductible Amount; and (bii) in no event shall the liability aggregate obligation of Seller the Indemnifying Parties under this Article XI exceed twelve million dollars ($12,000,000) (the “Cap”); provided, that the Deductible Amount and the Cap shall not apply to: (1) Losses pursuant to Section 11.1(b); and (2) Losses arising under Section 11.1(a) solely with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty the representations or covenant of Seller contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (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 warranties set forth in Section 5.3Sections 3.1 (Corporate Existence and Power), Section 5.4 3.2 (Corporate Authorization), Section 3.4 (Subsidiaries), Section 3.5 (Capitalization and Ownership), Section 4.1 (Ownership of Stock; Authority), Section 0 (Due Incorporation), Section 5.2 (Corporate Authorization), Section 5.9 (Capitalization and Ownership of Parent), and Section 5.14 (Issuance and Ownership of Parent Common Stock (such representations and warranties shall be collectively referred to as the “Fundamental Representations”); and (b) no party hereto shall have any liability under any provision of this Agreement or Section 10.1 otherwise for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any of the agreements contemplated hereby or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller An Indemnifying Party shall have no liability to indemnify for Damages pursuant to Section 9.1(a)(i) or 9.1(b)(i), as applicable, unless and until the aggregate amount of all Damages for all claims asserted by the Indemnified Party exceeds Eight Hundred Thousand Dollars ($800,000) (the “Deductible”); provided, however, that after the amount of such Damages exceeds the Deductible, all such Damages in excess of the Deductible shall, subject to the other limitations set forth in this Article IX, be recoverable by the Indemnified Parties; provided, further, that the foregoing limitations shall not be required apply to indemnify Purchaser (i) the representations and warranties set forth in Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes) or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and(ii) claims based on fraud or Willful Breach, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to which, in each case, all Damages in connection therewith shall be recoverable from the indemnification provided for first dollar and shall be counted in determining whether the thresholds in this Section 12.1 above exceed in 9.4(a) have been exceeded. For purposes of determining the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge amount of any inaccuracy or Damages with respect to (but not for purposes of determining the existence of) any breach of any representation, warranty or covenant for purposes of Seller contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 forIX, any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, shall be disregarded. (b) The indemnification obligations of the Indemnifying Party pursuant to Section 9.1(a)(i) or 9.1(b)(i), as applicable, shall be limited to an amount equal to 15% of the Base Company Value (the “Cap”); provided (i) that to the extent that any Damages indemnifiable under Section 9.1(b)(i) with respect to the breach of Section 3.14 (Government Contracts and Bids) are otherwise precluded by the Cap, such Damages, up to an aggregate amount equal to 50% of the Base Company Value (which for avoidance of doubt shall include and not be in addition to the amount of the Cap that would otherwise be applicable), shall not be so limited by this sentence, and (ii) that the foregoing limitation shall not apply to the representations and warranties set forth in Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes), which shall be limited to an amount equal to the Base Company Value, or (iii) claims based on fraud or Willful Breach, which shall not be limited in amount. (c) Except with respect to claims based on fraud or willful misconduct or actions seeking specific performance, the indemnification obligations of the Parties pursuant to this Article IX shall be the Parties’, any other Seller Indemnified Parties’ and any other Buyer Indemnified Parties’ sole and exclusive remedy with respect to any claim related to or cause of action under arising from this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, the negotiation and (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 execution of this Agreement, the performance by the Parties of their respective obligations hereunder, and the transactions contemplated by this Agreement.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless liable only for those Damages that in the aggregate are in excess of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds 1.0% of the Basket Limitation andConsideration (the “Deductible Amount”), in and then only to the extent of any such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in excess. In no event shall the Contributing Parties’ aggregate liability of Seller with respect to the indemnification provided for Partnership Indemnified Parties under Section 9.1(i) exceed 15% of the Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 12.1 above 3.1, Section 3.2, Section 3.4, Section 3.14 and Section 3.16 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4, and Section 3.16, provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.16 shall not exceed the amount of the Consideration. (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of any such excess. In no event shall the Partnership Parties’ aggregate liability to the Cap LimitationContributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Consideration. Table of Contents (c) if prior Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, 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. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the Closingextent relating to an inaccuracy, Purchaser obtains knowledge of any inaccuracy violation or breach of any representationa representation or warranty in Section 3.1(b), warranty or covenant of Seller contained in this Agreement Section 3.4(c) (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 foras applicable), or any other claim Sections 3.5 through 3.15, or cause of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and (dSections 3.18 through 3.20) notwithstanding anything herein relating to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses Damages suffered or incurred as a result by the Partnership Indemnified Parties, attributable to any SNG Entity, any CIG Entity or their assets, businesses or operations shall be limited to the Partnership Parties’ proportionate share of breaches the total (100%) Damages attributable to any such inaccuracy, violation or breach, which proportionate share shall be equal to 15% and 28%, respectively. The Parties agree that the Contributing Parties are jointly and severally liable for any indemnification or payment obligation pursuant to this Article 9 of any covenant the Contributing Parties relating to Damages suffered or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreementincurred by the Partnership Indemnified Parties.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless liable only for those Damages that in the aggregate are in excess of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds 1.0% of the Basket Limitation andAggregate Consideration (the “Deductible Amount”), in and then only to the extent of any such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in excess. In no event shall the Contributing Parties’ aggregate liability of Seller with respect to the indemnification provided for Partnership Indemnified Parties under Section 9.1(i) exceed 15% of the Aggregate Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 12.1 above 3.1, Section 3.2, Section 3.4, Section 3.14, Section 3.16 and Section 3.21 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4, and Section 3.16, provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.16 shall not exceed the amount of the Aggregate Consideration. (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of any such excess. In no event shall the Partnership Parties’ aggregate liability to the Cap LimitationContributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Aggregate Consideration. (c) if prior Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, 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. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the Closingextent relating to an inaccuracy, Purchaser obtains knowledge of any inaccuracy violation or breach of any representationa representation or warranty in Section 3.1(b)-(c), warranty or covenant of Seller contained in this Agreement Section 3.4(c) (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 foras applicable), or any other claim Sections 3.5 through 3.15, or cause of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and (dSections 3.18 through 3.21) notwithstanding anything herein relating to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses Damages suffered or incurred as a result by the Partnership Indemnified Parties, attributable to any Cheyenne Entity, any CIG Entity or their assets, businesses or operations shall be limited to the Partnership Parties’ proportionate share of breaches the total (100%) Damages attributable to any such inaccuracy, violation or breach, which proportionate share shall be equal to 100% and 14%, respectively. The Parties agree that the Contributing Parties are jointly and severally liable for any indemnification or payment obligation pursuant to this Article 9 of any covenant the Contributing Parties relating to Damages suffered or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreementincurred by the Partnership Indemnified Parties.

Limitations on Indemnification. Notwithstanding the foregoing 7.3.1 The provisions of for indemnity under Section 12.1, 7.1.1(a) or Section 7.1.2(a) shall be effective only (a) Seller shall not be required to indemnify Purchaser for any individual claim or any Purchaser-Related Entities under this Agreement unless series of related claims arising from the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above same facts and circumstances where the Loss exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, $[***] and (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed except in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge case of any inaccuracy fraud or claims for breach of any representationFundamental Representation, warranty when the aggregate amount of all Losses for claims or covenant series of Seller contained related claims arising from the same facts and circumstances in this Agreement excess of $[***] for which indemnification is sought from any Indemnifying Party exceeds $[***] (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing“Deductible”), then Purchaser and any Purchaser-Related Entities in which case the Indemnified Party shall be deemed entitled to have waived and forever renounced any 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 the Indemnified Party’s Losses in equity on account excess of any such Purchaser-Waived Breach, and (d) notwithstanding the Deductible. Notwithstanding anything herein to the contrary, no Party shall be liable for any Loss to the Basket Limitation and extent arising from (i) a change in accounting or Tax Law, policy or practice made after the Cap Limitation shall Closing, other than a change required to comply with any Law, policy or practice in effect on the date hereof, (ii) any Law not apply in force on the date hereof or any change in Law which takes effect retroactively or (iii) any increase in the rates of taxation in force on the date hereof. 7.3.2 Except for with respect to claims for breach of fraud or any Fundamental Representation, in no event shall any Indemnifying Party have liability for indemnification under (i) Section 7.1.1(a) (other than for claims arising under Section 3.1.10 or Section 3.1.11) or Section 7.1.2(a), as applicable, for any amount exceeding, in the aggregate, $[***] and (ii) Section 7.1.1(a) (for claims arising under Section 3.1.10 or Section 3.1.11) for any amount exceeding, in the aggregate, $[***]. 7.3.3 In no event shall Seller’s aggregate liability under this Article 7 exceed [***]. 7.3.4 The Indemnified Party shall take all commercially reasonable steps to mitigate any Losses suffered or incurred as a result of breaches by such party upon and after becoming aware of any covenant event or agreement condition that would reasonably be expected to give rise to any indemnification rights hereunder. The amount of Losses recovered by an Indemnified Party under Section 7.1.1 or Section 7.1.2, as applicable, shall be reduced by (a) any amounts actually recovered by the Indemnified Party from a Third Party in connection with such claim, (b) the amount of any insurance proceeds paid to the Indemnified Party relating to such claim and (c) any Tax benefit actually realized by the Indemnified Party arising from such Losses in the Tax year of such Loss or the next succeeding Tax year, determined on a “with and without” basis. If any amounts referenced in the preceding clauses (a) and (b) are received after payment by the Indemnifying Party of the full amount otherwise required to be paid to an Indemnified Party pursuant to this Article 7, the Indemnified Party shall repay to the Indemnifying Party, promptly after such receipt, any amount that the Indemnifying Party would not have had to pay pursuant to this Article 7 had such amounts been received prior to such payment. 7.3.5 The representations and warranties of Seller and Buyer contained in this Agreement and the covenants and agreements of the Parties set forth in Article 4 shall survive the Closing and continue in full force and effect thereafter through and including the date that is [***] months after the Closing Date; provided, that the Fundamental Representations shall remain in full force and effect and shall survive until 60 days following the expiration of the applicable statute of limitations (excluding any extension under Section 5.3, Section 5.4 or Section 10.1 8106(c) of Title 10 of the Delaware Code). Except as otherwise provided in this Agreement, the covenants and agreements contained in this Agreement (other than in Article 4) shall survive the Closing and continue in full force and effect thereafter until fully performed in accordance with this Agreement; provided, however, that Seller’s obligations under Section 7.1.1 with respect to any Seller Product Liability Claim shall expire on the fifth anniversary of the Closing Date. If a Claim Notice or Indemnification Certificate relating to any matter for which indemnification is provided under this Article 7 is given to the Indemnifying Party on or prior to the date on which the applicable survival period described in this Section 7.3.5 expires, then, notwithstanding anything to the contrary contained in this Section 7.3.5, such Claim Notice or Indemnification Certificate, as applicable, shall not expire at the applicable expiration date, but rather shall remain in full force and effect until such time as the Claim Notice or the Indemnification Certificate has been fully and finally resolved.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller Except as provided below, the Sellers shall not be required obligated to indemnify Purchaser or make any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller indemnification payments with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, a representation or warranty or covenant of Seller contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 forVII unless and until the amount of such Losses described therein collectively exceeds Two Hundred Thousand Dollars ($200,000), (the “Basket Amount”), provided that once such Losses exceed such amount, the Sellers shall be obligated to make payments in respect of the full amount of such Losses (from the first dollar of such Losses and not only such Losses in excess of the Basket Amount). Notwithstanding the first sentence of this Section 7.06(a), the Basket Amount will not apply to indemnified Losses resulting from or any other claim related to (i) breaches of the representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.05, 3.09(a), 3.13, 3.17, 4.01, 4.02, 4.03, 4.04, 4.06 and 4.07 (the “Fundamental Representations”), (ii) obligations of the Sellers to the extent a breach results from fraud or cause of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breachintentional misrepresentation by Sellers, and (diii) notwithstanding anything herein any failure to perform, nonfulfillment, nonobservance or other breach or violation of, or default in the contraryperformance of, 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 the Sellers or the Sellers’ Representative set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreement. (b) Except as provided below, the Sellers’ maximum aggregate indemnification liability for all indemnified Losses under Section 7.02 relating to or arising out of the breach of any representation or warranty made by the Company or Subsidiary in Article III, or any failure to perform or breach or violation of, any covenant or agreement of the Sellers or the Sellers’ Representative set forth in this Agreement other than Sellers’ indemnity obligations in excess of Four Million Dollars ($4,000,000) under this Article VII and in Sections 6.05(f) and (g), shall not exceed Four Million Dollars ($4,000,000) (the “Cap No. 1”), provided that Cap No. 1 shall not apply to indemnified Losses resulting from or related to (i) breaches of the Sellers’ representations and warranties set forth in Sections 3.02, 3.05 and 3.17, and the Sellers’ agreement in Section 2.02 to sell, assign and transfer the Shares to the Purchaser free and clear of all Liens, (ii) the Sellers’ indemnification obligations under Section 7.03 that arise out of breaches of the representations and warranties made in Article IV, (iii) the obligations (including the indemnity obligations) of Sellers under Sections 6.05(f) and (g) herein, and (iv) obligations of the Sellers to the extent a breach results from fraud or intentional misrepresentation by Sellers, Company or Subsidiary. Further, Sellers’ maximum aggregate indemnification liability for indemnified Losses under Section 7.02 relating to or arising out of any breach of the representations and warranties in Sections 3.02 and 3.05, shall not exceed Twenty Five Million Four Hundred Fifty Two Thousand Dollars ($25,452,000), which amount was calculated by multiplying $28,000,000 by .909 and represents the approximate consideration to be received by the Controlling Shareholders (“Cap No. 2”), provided that Cap No. 2 shall not apply to indemnified Losses resulting from obligations of the Sellers to the extent a breach of the representations and warranties in Section 3.02 or 3.05 results from fraud or intentional misrepresentation by Sellers, Company or Subsidiary. (c) The amount of any Loss for which indemnification is provided pursuant to this Article VII shall be net of (i) any amounts actually recovered by the indemnified party under its insurance policies or otherwise; (ii) any related reserve in respect thereof resulting in a purchase price adjustment pursuant to Section 2.03(d); and (iii) the reduction in current Tax liability of the indemnified party attributable to such Loss. (d) The Sellers shall not have any claim for contribution from or against the Company or Subsidiary as a result of any indemnification or other payments made by any of the Sellers to any of the Purchaser Indemnified Parties pursuant to this Agreement. (e) An indemnifying person shall not be responsible or liable for Losses or other amounts under this Article VII that are consequential, special, exemplary, punitive, in the nature of lost profits or diminution in value or otherwise not actual damages, except for claims for indemnification which involve third party claims and claims for indemnification (whether or not involving third party claims) resulting from or relating to (i) breaches of the representations and warranties set forth in Sections 3.02, 3.05 and 3.17; and (ii) the obligations (including the indemnity obligations) of Sellers under Section 6.05(f) herein. (f) Notwithstanding anything else in this Article VII to the contrary, no party shall be limited, at any time, from recovering any and all Losses incurred or suffered by it relating to or arising out of or in connection with fraud or intentional misrepresentation. (g) The Sellers and the Purchaser agree and acknowledge that the rights to indemnification provided for in Sections 6.05(f) and (g) and this Article VII shall be the sole and exclusive remedy (regardless of the theory or cause of action pled) for monetary damages of the Sellers on the one hand, or the Purchaser, on the other hand, as the case may be, after the Closing for and with respect to any breach of or inaccuracy in any representation or warranty of the other party and for any failure by the other party to perform and comply with any covenants and agreements contained in this Agreement, and each party to this Agreement hereby waives to the fullest extent permitted by law, any other rights or remedies that may arise under any applicable law in connection therewith, provided, however, that nothing herein will limit in any way any party’s rights hereunder, or otherwise, to specific performance or injunctive relief.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless liable only for those Damages that in the aggregate are in excess of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds 1.0% of the Basket Limitation andAggregate Consideration (the “Deductible Amount”), in and then only to the extent of any such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in excess. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 9.1(i) exceed 15% of Seller the Aggregate Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.1, Section 3.2, Section 3.4, Section 3.15, Section 3.17 and Section 3.18 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4 and Section 3.17 provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.17 shall not exceed the amount of the Aggregate Consideration. (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of any such excess. In no event shall the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Aggregate Consideration. (c) Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, 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. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the extent relating to an inaccuracy, violation or breach of a representation or warranty in Section 3.1(b) or in Sections 3.5 through 3.17) relating to Damages suffered or incurred by the Partnership Indemnified Parties, attributable to any Xxxx Express Entity or SLNG or their assets, businesses or operations shall be limited to a proportionate share of such Damages equal to 51%. (e) The Parties agree that the Contributing Parties are solely responsible and liable on a joint and several basis with respect to the any indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior or payment obligation pursuant 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein 9 relating to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses Damages suffered or incurred as a result by the Partnership Indemnified Parties associated with any of breaches the Xxxx Express Entities’ or SLNG’s assets, businesses or operations. The Parties agree that the Contributing Parties are jointly and severally liable for any indemnification or payment obligation pursuant to this Article 9 of the Contributing Parties relating to any covenant remaining Damages suffered or agreement of Seller set forth in Section 5.3incurred by the Partnership Indemnified Parties that are not directly attributable to any Xxxx Express Entity or SLNG or their respective assets, Section 5.4 businesses or Section 10.1 of this Agreementoperations.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless liable only for those Damages that in the aggregate are in excess of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds 1.0% of the Basket Limitation andConsideration (the “Deductible Amount”), in and then only to the extent of any such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in excess. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 9.1(i) exceed 15% of Seller the Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.1, Section 3.2, Section 3.4, Section 3.15, and Section 3.17 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4 and Section 3.17 provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.17 shall not exceed the amount of the Consideration. (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of any such excess. In no event shall the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Consideration. (c) Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, 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. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the extent relating to an inaccuracy, violation or breach of a representation or warranty in Section 3.1(b) or in Sections 3.5 through 3.17) relating to Damages suffered or incurred by the Partnership Indemnified Parties, attributable to any SNG Entity or their assets, businesses or operations shall be limited to a proportionate share of such Damages equal to the Subject Interest Percentage. (e) The Parties agree that the Contributing Parties are solely responsible and liable on a joint and several basis with respect to the any indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior or payment obligation pursuant 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein 9 relating to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses Damages suffered or incurred as a result by the Partnership Indemnified Parties associated with any of breaches the SNG Entities’ assets, businesses or operations. The Parties agree that the Contributing Parties are jointly and severally liable for any indemnification or payment obligation pursuant to this Article 9 of the Contributing Parties relating to any covenant remaining Damages suffered or agreement of Seller set forth in Section 5.3incurred by the Partnership Indemnified Parties that are not directly attributable to any SNG Entity or their respective assets, Section 5.4 businesses or Section 10.1 of this Agreementoperations.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary: (a) Subject to Section 8.5(c), neither Parent nor Seller shall be required to indemnify any Buyer Indemnified Parties under Section 8.2(b) with respect to any Losses until all Losses, when aggregated with all other Losses of all Buyer Indemnified Parties, exceed one percent (1%) of the Basket Limitation Base Purchase Price (the "Minimum Aggregate Liability Amount"), in which event the Buyer Indemnified Parties shall be entitled to indemnification for all Losses in excess of the Minimum Aggregate Liability Amount. (b) The maximum aggregate liability of Parent and Seller for indemnification obligations under Section 8.2(b) (other than for any Loss which arises from or in connection with a breach of the Cap Limitation representations and warranties in Sections 4.1, 4.2, 4.3, 4.7, 4.15 or 4.18 (or any certificates delivered by Seller or Parent in connection with such representations and warranties)) shall be ten percent (10%) of the Base Purchase Price. The maximum aggregate liability of Parent and Seller for indemnification obligations under Section 8.2(b) for any Loss arising from or in connection with a breach of the representations and warranties in Sections 4.1, 4.2, 4.3, 4.7, 4.15 or 4.18 (or any certificates delivered by Seller or Parent in connection with such representations and warranties) shall be an amount equal to the Base Purchase Price. (c) The Minimum Aggregate Liability Amount shall not apply to any Loss which arises from or in connection with respect to Losses suffered a breach of the representations and warranties in Sections 4.1, 4.2, 4.3, 4.7, 4.15 or incurred as a result 4.18 (or any certificates delivered by Seller or Parent in connection with such representations and warranties). (d) For the avoidance of breaches doubt, none of any covenant or agreement of Seller the limitations set forth in Section 5.3, Section 5.4 or Section 10.1 the foregoing clauses of this AgreementSection 8.5 shall apply to (i) any indemnification obligation of Seller or Parent under Sections 8.2(a), 8.2(c) or 8.2(d); (ii) any Losses arising from or in connection with any willful misrepresentation or fraud; or (iii) any Losses arising from an Excluded Liability. (e) Any payment of an indemnification amount under this Article VIII shall be accounted for as an adjustment to the Purchase Price.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller The AT&T Entities will have no liability under Section 11.1(a) unless the amount of Losses otherwise subject to their indemnification obligations thereunder exceeds $17,500,000 (the "AT&T Minimum Damage Requirement"), in which case the AT&T Entities shall be liable only for such excess provided that the AT&T Minimum Damage Requirement will not apply to any Losses resulting from or arising out of breaches of the representations and warranties in Sections 6.1, 6.2, 6.3(a), 6.3(b) or 6.17. The maximum liability of the AT&T Entities under Section 11.1(a) shall not be required exceed $150,000,000 (the "AT&T Cap"); provided that the AT&T Cap shall not apply to indemnify Purchaser breaches of the representations and warranties in Sections 6.1, 6.2, 6.3(a), 6.3(b) or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, 6.17. (b) The Comcast Entities will have no liability under Section 11.2(a) unless the amount of Losses otherwise subject to their indemnification obligations thereunder exceeds $17,500,000 (the "Comcast Minimum Damage Requirement"), in no event which case the Comcast Entities shall be liable only for such excess; provided that the Comcast Minimum Damage Requirement will not apply to any Losses resulting from or arising out of breaches of the representations and warranties in Sections 5.1, 5.2, 5.3(a), 5.3(b) or 5.17. The maximum liability of the Comcast Entities under Section 11.2(a) shall not exceed $150,000,000 (the "Comcast Cap"); provided that the Comcast Cap shall not apply to breaches of the representations and warranties in Sections 5.1, 5.2, 5.3(a), 5.3(b) or 5.17. (c) The representations and warranties of any Comcast Entity and any AT&T Entity in this Agreement and any Transaction Document, and the corresponding indemnification obligations under Sections 11.1(a) and 11.2(a) will survive Closing for a period of nine months. Notwithstanding the foregoing, the liability of Seller the parties will extend beyond the nine-month period following Closing with respect to any claim which has been asserted in a bona fide written notice before the expiration of such nine-month period specifying in reasonable detail the facts and circumstances giving rise to such right. The indemnification provided for obligations under Sections 11.1(b) and 11.2(b) (in Section 12.1 above exceed in each case, other than the aggregate the Cap Limitationcovenants, (c) if prior agreements and obligations which by their terms are to be performed after 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 under Sections 11.1(c) and 11.2(c) will survive Closing for a period of 12 months. Notwithstanding the foregoing, the liability of the parties will extend beyond the 12-month period following Closing with respect to any claim which has been asserted in a bona fide written notice before the expiration of such 12-month period specifying in reasonable detail the facts and consummates the Closingcircumstances giving rise to such right. For this purpose, then Purchaser proper and any Purchaser-Related Entities timely notice shall be deemed to have waived and forever renounced any 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 given by all indemnified persons on account of any such Purchaser-Waived Breachthe date hereof, and (d) notwithstanding anything herein to the contraryno further notice shall be required, 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 all items set forth on the disclosure schedules provided by the Parties in connection with this Agreement and with respect to pre-Closing accounts payable and franchise fees for which a Transferor is responsible under Section 5.3, Section 5.4 or Section 10.1 of this Agreement7.23.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) The Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in will have no event shall the liability of Seller with respect to the indemnification provided for matters described in Section 12.1 above exceed 10.1(a) and/or Section 10.1(d) unless the total of all Losses with respect to such matters (other than Losses excluded pursuant to this Section 10.4) exceeds $1,000,000 (the “Basket”), in which case the Seller shall be liable only for the portion of such Losses in excess of $1,000,000. The Seller’s maximum aggregate the Cap Limitation, (c) if prior liability with respect to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained matters described in this Agreement Section 10.1(a) and/or Section 10.1(d) will be limited to an amount equal to $15,000,000 (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding “Cap”). Notwithstanding anything herein to the contrarycontrary set forth herein, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered (or otherwise limit recovery for) any Loss arising from or related to (i) a breach of any of the representations and warranties of the Seller set forth in Section 3.1 (Organization, Qualification and Corporate Power), 3.2 (Authority), 3.4 (Capitalization), 3.9 (Taxes) or 3.20 (Brokers; Finders), (ii) a breach of any representation or warranty by the Seller that constitutes fraud, (iii) any matter described in Section 10.1(b), 10.1(c) or 10.1(e) or (iv) any claim under Section 10.1(d) for Liabilities Known by the Seller at Closing. Notwithstanding anything to the contrary set forth herein, the Cap shall not apply with respect to (or otherwise limit recovery for) any Loss arising from or related to (i) a breach of any of the representations and warranties of the Seller set forth in Section 3.1 (Organization, Qualification and Corporate Power), 3.2 (Authority), 3.4 (Capitalization), 3.9 (Taxes) or 3.20 (Brokers; Finders), (ii) a breach of any representation or warranty by the Seller that constitutes fraud, (iii) any matters described in Section 10.1(b), 10.1(c) or 10.1(e) or (iv) any claim under Section 10.1(d) for Third-Party Claims Known by the Seller at Closing; provided, that if the Cap has been met and the Buyer has timely made claims under Section 10.1(d) for Third-Party Claims or claims for environmental Liabilities of the Companies, in each case, not Known by the Seller at Closing or under Section 10.1(a) relating to a breach of the representations and warranties in Section 3.17, Seller’s maximum aggregate liability with respect to such Third-Party Claims and environmental matters and claims will be limited to an amount equal to an additional $15,000,000 above the Cap. Notwithstanding anything to the contrary in this Agreement, an Indemnifying Party will have no Liability for any Loss to the extent such Loss: (i) is recovered by the Indemnified Party or any of its Affiliates (including, in the case of Buyer, the Companies after the Closing) under any policy of insurance, any third party warranty or from a third party generally, in each case, net of expenses of collection; (ii) results in any Tax benefit to the Indemnified Party or any of its Affiliates (including, in the case of Buyer, the Companies after the Closing) net of any Tax detriment, if any, incurred by the Indemnified Party or any of its Affiliates (including, in the case of Buyer, the Companies after the Closing), including any tax detriment incurred as a result of breaches receipt of any covenant indemnification payment; (iii) constitutes punitive, exemplary or agreement non-proximate damages or damages for lost profits, except to the extent payable to a third party; or (iv) exists or arises because the Indemnified Party or any of its Affiliates (including, in the case of the Buyer, the Companies after the Closing) failed to comply with its common law duty of mitigation. In addition, Seller set forth will have no Liability for any Loss to the extent such Loss: (i) constitutes a Liability that is included in the definition of Working Capital, Cash or Funded Debt and, in each case, such Liability is included in the calculation of the Purchase Price; or (ii) if such Loss is covered by Section 5.310.1(d), Section 5.4 (A) arises from labor organizing activities not Known by the Seller as of the Closing or (B) notwithstanding anything to the contrary in Article VIII, arises in connection with workers’ compensation obligations for employees severed by the Companies after the Closing (except to the extent such obligations arise from contemporaneously documented incidents occurring prior to the Closing). In the event that an Indemnified Party receives an amount under any policy of insurance, any third party warranty or from a third party generally in respect of any particular Loss at any time subsequent to an indemnification payment made by the Indemnifying Party in accordance with this Agreement in respect of the Loss for which such indemnification payment is made, then the Indemnified Party shall pay to the Indemnifying Party the lesser of (A) the indemnification payment made by the Indemnifying Party in respect of the Loss for which such indemnification payment was made and (B) the amount of the insurance proceeds or amount received from any third party that was received in respect of such Loss. After the Closing, the Buyer hereby covenants and agrees to, and to cause the Companies (after the Closing) to, obtain and maintain commercially reasonable levels of insurance coverage for the Business after the Closing and use commercially reasonable efforts to pursue recovery for any Losses indemnifiable under Section 10.1 of this Agreementfrom available insurance policies and third parties (including under third party warranties) (it being understood that the foregoing shall not in any event restrict Buyer from recovering against Seller in the first instance).

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities liable for Losses under Section 9.2(a) of this Agreement Article IX, and Buyer shall not be liable for Losses under Section 9.2(b) of this Article IX, unless the aggregate amount of all amounts Losses for which the Seller or Buyer, as the case may be, would, but for the provisions of this Section 9.5, be liable exceeds, on an indemnity would otherwise aggregate basis, $500,000 and then only to the extent of any such excess; provided that (a) Losses relating to or in connection with the Moloxxx Xxxt, (b) Losses relating to or in connection with the Ramsxx Xxxt or the Settlement Agreement, (c) any Divestiture Bonus Payments not listed on Schedule 3.22 or included in the Bonus Escrow Amount ("Late Divestiture Bonus Payments"), (d) recoveries from Seller pursuant to Section 2.11, and (e) individual claims for indemnification resulting from Losses not exceeding $5,000 ("Ineligible Claims") shall not be payable by Seller included in the aggregate amount of Losses for purposes of computing the $500,000 threshold for Seller's liability for Losses under Section 12.1 above exceeds 9.2(a) hereof. Notwithstanding the Basket Limitation and, limitation in such eventthe immediately preceding sentence, Seller shall be responsible liable for (i) all Losses resulting to, imposed upon or incurred or suffered by the entire amount including all amounts representing Buyer Group in connection with the Basket LimitationMoloxxx Xxxt, the Ramsxx Xxxt and the Settlement Agreement, (bii) in no event shall the liability payment obligations, if any, of Seller with respect pursuant to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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, 2.11 and (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.iii)

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller Notwithstanding the provisions of Sections 9.2 and 9.3, the Stockholders shall not be required to indemnify Purchaser or hold harmless any Purchaser-Related Entities under this Agreement unless of the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 Buyer Indemnified Parties on account of any such Purchaser-Waived BreachBuyer Losses under: (i) Section 9.2(a)(i); or (ii) resulting from breaches of the covenants set forth in Section 5.1(a) and 5.1(f) through (j) which breaches do not involve a payment, and distribution or conferring of a benefit to any Stockholder, Principal or Affiliate of the Company; or (diii) notwithstanding anything Section 9.3(i) unless the aggregate liability of the Stockholders in respect of all Buyer Losses exceeds $425,000 (the "Threshold Amount"). Once the Threshold Amount has been exceeded, Buyer Losses shall be calculated based on the full amount of the Buyer Losses, including the Threshold Amount. (b) Notwithstanding the provisions of Section 9.4, Buyer shall not be required to indemnify or hold harmless any of the Stockholders on account of any Stockholder Losses under Section 9.4(a) unless the aggregate liability of Buyer in respect of all Stockholder Losses exceeds the Threshold Amount. Once the Threshold Amount has been exceeded, Losses shall be calculated based on the full amount of the Losses, including the Threshold Amount. (c) Notwithstanding any provision herein to the contrary, the Basket Limitation limitations set forth in clauses (a) and the Cap Limitation (b) of this Section 9.6 shall not apply to (i) breaches or inaccuracies of the representations and warranties contained in Sections 2.2, 2.3, 2.4, 3.1, 3.2, 4.1, 4.2 and 4.5 (ii) Losses by reason of any claims brought on the basis of fraud by a party hereto in connection with this Agreement, and (iii) any indemnity obligations set forth in Sections 9.2(a)(ii) (except as described in Section 9.6(a)(ii)), 9.3(ii) and/or 9.4(b). (d) The aggregate liability of the Stockholders on the one hand, and the Buyer on the other hand, for the matters described in this Article IX shall not exceed 10% of the Purchase Price except with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller the matters described in 9.6(c)(i), 9.6(c)(ii) and 9.3(ii). (e) After the Closing, the rights and remedies set forth in Section 5.3, Section 5.4 this Article IX and in the Escrow Agreement shall be the exclusive rights or Section 10.1 remedies of any party hereto for misrepresentations or breaches of warranties and/or covenants contained in this Agreement, other than (i) claims brought on the basis of fraud by a party hereto in connection with this Agreement, or (ii) Buyer's right to seek injunctive relief or any other remedies for any breaches of Article VII.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller An indemnifying party shall not be required to indemnify Purchaser have any liability under Section 8.2(a)(i), Section 8.2(a)(ii) or any Purchaser-Related Entities under this Agreement Section 8.2(b)(i) hereof unless the aggregate amount of all amounts for which an indemnity would otherwise Losses incurred by the indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be payable by Seller under Section 12.1 above true and correct exceeds $150,000 (the Basket Limitation “Basket”) and, in such event, Seller the indemnifying party shall be responsible for required to pay only such Losses that exceed the entire amount including all amounts representing Basket; provided that the Basket Limitationlimitation shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 3.1 (Authorization of Agreement), 3.3 (Ownership and Transfer of Shares), 3.5 (Financial Advisors), the first sentence of 4.1 (Organization and Good Standing), 4.2 (Authorization of Agreement), 4.4 (Capitalization), 4.5 (Subsidiaries), 4.10 (Taxes), 4.26 (Financial Advisors), the first sentence of 5.1 (Organization and Good Standing), 5.2 (Authorization of Agreement) and 5.6 (Financial Advisors) hereof. (b) The Selling Stockholders shall not have any liability to any Person under Section 8.2(a)(i) or Section 8.2(a)(ii) for an aggregate amount of Losses exceeding the then remaining portion of the Indemnity Escrow Amount in no event connection with Losses based upon, arising out of or resulting from the failure to be true and correct of any of the representations or warranties of the Selling Stockholders or the Company set forth in Articles III and IV or those matters set forth on Schedule 8.2(a), or in any certificate delivered pursuant hereto, Selling Stockholder Document or Company Document, and the Purchaser Indemnified Parties’ sole source for satisfaction of indemnification claims relating to such Losses shall be the liability then remaining portion of Seller the Indemnity Escrow Amount held by the Escrow Agent pursuant to the Escrow Agreement; provided that the foregoing limitations shall not apply with respect to Losses related to the indemnification provided for failure to be true and correct of any of the representations or warranties contained in Section 12.1 above exceed in Sections 3.1 (Authorization of Agreement), 3.3 (Ownership and Transfer of Shares), 3.5 (Financial Advisors), the aggregate first sentence of 4.1 (Organization and Good Standing), 4.2 (Authorization of Agreement), 4.4 (Capitalization), 4.5 (Subsidiaries), 4.10 (Taxes), and 4.26 (Financial Advisors), or to claims of, or causes of action arising from, fraud or claims or causes of action to the Cap Limitation, extent seeking equitable relief. (c) Notwithstanding anything herein to the contrary, the maximum aggregate amount recoverable by the Purchaser Indemnified Parties from the Selling Stockholders in accordance with this Article VIII shall be an amount equal to the Purchase Price. (d) For purposes of calculating Losses hereunder, but not for determining whether a breach has occurred, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (e) Except with respect to damages awarded in a Third Party Claim, no indemnifying party shall be liable to any indemnified party for any special, indirect, consequential, contingent, speculative, punitive or exemplary damages. (f) The amount of any Losses indemnifiable by any indemnifying party to any indemnified party pursuant to this Article VIII will be reduced to reflect any amount actually recovered by the indemnified party under insurance policies or otherwise with respect to such Losses (including amounts recovered under this Article VIII). The amount of any Losses for which an indemnification payment is due under this Agreement shall be reduced if prior and to the extent such Losses were included in the calculation of the Closing Working Capital. (g) From and after the Closing, notwithstanding anything to the contrary set forth herein or in any document contemplated hereby, the indemnification provisions of this Article VIII shall be the sole and exclusive remedies of the Purchaser obtains knowledge Indemnified Parties and Selling Stockholder Indemnified Parties for monetary damages arising or resulting from any breach of the representations or warranties or nonperformance of or default under the covenants and agreements contained in this Agreement or any document contemplated hereby, or any other claims for damages or liabilities arising in connection with the transactions contemplated hereby and thereby (other than claims or causes of action to the extent seeking equitable relief); provided, however, that nothing contained in this Agreement shall relieve or limit the Liability of any inaccuracy party from any Losses arising out of or resulting from such party’s fraud in connection with the transactions contemplated by this Agreement. In furtherance of the foregoing, except as expressly contemplated by this Article VIII, each party hereby waives, on behalf of itself and each other Purchaser Indemnified Party and Selling Stockholder Indemnified Party, as applicable, to the fullest extent permitted under applicable Law, except in the case of fraud, any and all rights, claims and causes of action it may have for monetary damages arising under or based upon any Law, or any Educational Law, under this Agreement or any document contemplated hereby, or otherwise relating to the subject matter of this Agreement or any document contemplated hereby. (h) Notwithstanding any provision in this Agreement to the contrary, each of the Selling Stockholders hereby irrevocably waives any and all claims and right to recourse against the Company with respect to any misrepresentation or breach of any representation, warranty or covenant of Seller contained indemnity, or noncompliance with any conditions, covenants or agreements, given or made by the Company in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates Agreement, the ClosingSelling Stockholder Documents, then Company Documents, Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, Documents or any other claim agreements and documents executed or cause of action under to be executed in order to consummate the transactions contemplated by this Agreement, at law or in equity on account of any such Purchaser-Waived Breacheach case, and (d) notwithstanding anything herein except to the contrary, extent to be performed after the Basket Limitation and the Cap Limitation Closing. The Selling Stockholders shall not apply be entitled to contribution from, subrogation to or recovery against the Company with respect to any Losses suffered of the Selling Stockholders that may arise under 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 pursuant to this Agreement, the Selling Stockholder Documents, Purchaser Documents, Company Documents or any other agreements and documents executed or to be executed by the parties in connection herewith, in each case, except to the extent to be performed after the Closing.

Limitations on Indemnification. Notwithstanding anything to the foregoing provisions contrary contained in this Agreement: (i) No Securityholder shall have any obligation to provide indemnification for Losses of the type identified in Section 12.111.2 (excluding any Losses arising out of a breach of the representations and warranties contained in Sections 4.1(e) and 4.2(e), (a) Seller 5.2, 5.5 and 5.18 which shall not be required subject to indemnify Purchaser or any Purchaserlimitation set forth in this Section 11.5(a)) (“Securityholder Covered Losses”), except to the extent that (i) the Securityholder Covered Losses arising from any specific breach exceed $150,000 (the “Per-Related Entities Occurrence Basket”), in which case each Securityholder shall (subject to the other limitations contained in Section 11.2 and elsewhere in this Section 11.5, including the limitation provided for in clause (ii) below) be liable under this Agreement unless Article XI for all Securityholder Covered Losses arising from the applicable breach (including the portion that is less than the Per-Occurrence Basket) and (ii) the aggregate amount of all amounts Securityholder Covered Losses exceeds $7,250,000 (the “Aggregate Basket”), in which case each Securityholder shall be liable (subject to the limitations contained in Section 11.2) under this Article XI only for Securityholder Covered Losses which an indemnity would otherwise exceed the Aggregate Basket. (ii) The Purchaser shall not have any obligation to provide indemnification for Losses of the type identified in Section 11.3 (excluding any Losses arising out of a breach of the representations and warranties contained in Sections 6.2, 6.5 and 6.12, which shall not be payable by Seller subject to any limitation set forth in this Section 11.5(a)) (“Purchaser Covered Losses”, and together with the Securityholder Covered Losses, the “Covered Losses”), except to the extent that (i) the Purchaser Covered Losses arising from any specific breach exceed the Per-Occurrence Basket, in which the Purchaser (subject to the other limitations contained in Section 11.3 and elsewhere in this Section 11.5, including the limitation provided for in clause (ii) below) be liable under Section 12.1 above this Article XI for all Purchaser Covered Losses arising from the applicable breach (including the portion that is less than the Per-Occurrence Basket) and (ii) the aggregate amount of all Purchaser Covered Losses exceeds the Basket Limitation andAggregate Basket, in such event, Seller which case Purchaser shall be responsible liable (subject to the limitations contained in Section 11.3) under this Article XI only for Purchaser Covered Losses which exceed the entire amount including all amounts representing the Basket Limitation, Aggregate Basket. (b) The maximum obligation of any Securityholder on one hand, and the Purchaser on the other, to provide indemnification for all Covered Losses incurred by any Purchaser Indemnified Parties or Securityholder Indemnified Parties, as the case may be, shall be limited to (i) in no event the case of Securityholder Covered Losses, an aggregate amount equal to such Securityholder’s Pro Rata Share of $54,375,000 (except in the case of any Losses arising out of a breach of the representations and warranties contained in Sections 4.1(e), 4.2(e), 5.2 and 5.5, where the maximum obligation of any Securityholder shall be limited to such Securityholder’s Pro Rata Share of the liability Closing Purchase Price), and (ii) in the case of Seller with respect Purchaser Covered Losses, $54,375,000 (except in the case of any Losses arising out of a breach of the representations and warranties contained in Sections 6.2 and 6.5, where the maximum obligation of the Purchaser shall be limited to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, Closing Purchase Price). (c) if prior For purposes of calculating the amount of Losses attributable to Covered Losses hereunder, any materiality or Material Adverse Effect qualifications in the Closingrepresentations, Purchaser obtains knowledge of any inaccuracy or breach of any representationwarranties, warranty or covenant of Seller contained in this Agreement (a "Purchaser-Waived Breach") covenants and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities agreements shall be deemed to have waived and forever renounced any 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 (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 Agreementdisregarded.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or In the case of any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts matter for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for party may seek indemnification under this Article 12 forV: (1) no Losses shall be indemnifiable under Section 5.1(i) or Section 5.2(i) unless and until the Purchaser Related Parties or the Company Related Parties, as the case may be, have suffered, incurred, sustained or any other claim become subject to Losses referred to in Section 5.1(i) or cause Section 5.2(i), respectively, in excess of action under one percent (1%) of the Purchase Price (the “Deductible”), in which case the Indemnified Parties shall be entitled to recover the amount of such Losses in excess of the Deductible; provided, however, that this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and (dSection 5.6(a)(1) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to the failure of any of the representations and warranties of the Company contained in Section 2.1(a), 2.2, 2.3(a), Section 2.4, or Section 2.8 or the failure of any of the representations and warranties of the Purchaser contained in Section 3.1, Section 3.2(a) or Section 3.5 to be true and correct; and (2) no Losses suffered shall be indemnifiable pursuant to Section 5.1(i) or incurred Section 5.2(i) as a result of breaches or arising out of the failure of any covenant of the representations and warranties of the Company or agreement the Purchaser, as applicable, to be true and correct (other than the representations and warranties of Seller set forth the Company contained in Section 5.32.1(a), 2.2, 2.3(a), Section 5.4 2.4, or Section 10.1 2.8 and the representations and warranties of the Purchaser contained in Section 3.1, Section 3.2(a) or Section 3.5) if the amount of Losses with respect to such indemnity claim is less than $100,000 (each such claim referred to in this AgreementSection 5.6(a)(2) being referred to as a “De Minimis Claim”), and no such De Minimis Claim shall be counted towards the Deductible. (b) In calculating amounts payable to an Indemnified Party, the amount of any indemnified Losses shall be determined without duplication of any other Loss for which an indemnification payment has been made, shall be increased by any net Tax detriment (determined on a with and without basis) actually incurred by an Indemnified Party or its Affiliates or its direct and indirect partners, as a result of the receipt or accrual of the indemnification payment required to be made hereunder in respect of such Losses and shall be computed net of (i) payments actually recovered by the Indemnified Party under any insurance policy with respect to such Losses or pursuant to any contribution rights, (ii) any amounts actually recovered by the Indemnified Party from any Person with respect to such Losses (including pursuant to any indemnification agreement or arrangement with any third party) and (iii) any net Tax Benefit (determined on a with and without basis) actually realized by the Indemnified Party or its Affiliates or its direct and indirect partners, in each of clauses (i), (ii) and (iii), calculated net of any out-of-pocket documented reasonable expenses related to the receipt of such recovery, including any incremental insurance premium costs (it being understood that with respect to (i) and (ii), each Indemnified Party shall use its reasonable best efforts to pursue all available insurance recoveries and indemnification). For the purposes hereof, “Tax Benefit” shall mean any refund of Taxes paid or credit of or reduction in the amount of Taxes which otherwise would have been paid in the year such Losses were incurred or in the following year.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained Notwithstanding anything in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, if the Basket Limitation and the Cap Limitation shall Closing occurs, (i) Seller will not apply have any Liability under Section 8.02(c) (other than with respect to a breach of Sections 2.01 (Organization), 2.02 (Authorization), 2.12 (Brokers) and 2.13 (Title) (collectively, the “Seller Specified Representations”) and 2.04 (Intellectual Property)) unless the aggregate Liability for Losses suffered or incurred as by the Acquiror Indemnitees thereunder exceeds $2,000,000 (the “Deductible”) and then only to the extent of such excess, (ii) Seller’s aggregate Liability under Section 8.02(c) (other than with respect to a result of breaches breach of any covenant of the Seller Specified Representations) will not exceed $20,000,000 (the “Cap”), (iii) (A) Acquiror will not have any Liability under Section 8.01(c) (other than with respect to a breach of Sections 3.01 (Organization), 3.02 (Authorization) and 3.04 (Brokers) (collectively, the “Acquiror Specified Representations”)) unless the aggregate Liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (B) Acquiror’s aggregate Liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) will not exceed the Cap, and (iv) no Party will have any Liability under Section 8.01(c) or agreement 8.02(c), as applicable, for any Loss arising out of Seller any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (iv)), unless such Loss exceeds $25,000, and any Losses that are disregarded pursuant to this clause (iv) will not be aggregated for purposes of the preceding clauses (i) through (iii). This Section 8.07 will not apply to indemnification for Taxes, which will be governed exclusively by Article IX. Notwithstanding anything to the contrary herein, neither the Deductible, nor the Cap will apply to any Losses arising from any acts of Fraud. (b) Notwithstanding anything contained herein or elsewhere to the contrary, all “material” or similar materiality type qualifications contained in the representations and warranties set forth in this Agreement will be taken into account for purposes of determining whether any representation or warranty has been breached, but in the event that such representation and warranty has been determined to have been breached, such qualification as to materiality will thereafter be ignored and not given any effect for purposes of determining the amount of Losses arising from such breach and determining whether the thresholds in this Section 5.3, Section 5.4 or Section 10.1 of this Agreement8.07 have been surpassed.

Limitations on Indemnification. Notwithstanding any other provision to the foregoing provisions of Section 12.1, contrary: (a) Seller Subject to the last sentence of this paragraph, the Company shall not have no Liability for Losses under Section 10.01(a)(i) or (ii), and no claim for indemnification of such Losses shall be required to indemnify Purchaser or any Purchaser-Related Entities made under this Agreement Article X, unless (i) the Losses associated with each such claim exceed $20,000 and (ii) until the aggregate of all amounts such claims for which an indemnity would otherwise be payable by Seller Losses that the Company would, but for this Section 10.03(a), have under Section 12.1 above 10.01(a)(i) and (ii) exceeds the Basket Limitation andan amount equal to $2,000,000, in such event, Seller which case the Indemnified Party (as defined below) shall be responsible entitled to be indemnified for all such Losses, and not merely the entire amount including all amounts representing excess; provided, however, that any Losses in connection with the Basket Limitationbreach by the Company or any Company Entity, as applicable, of its representations, warranties or covenants in Section 4.01, Section 4.04, Section 4.12(b)(i) or (ii), Section 4.17, Section 4.18, Section 6.01(a) or (b), Exhibit D, the Employee Loan Agreement or the Subcontract Agreement shall not be subject to the limitation described above. Notwithstanding the foregoing, any claims for indemnification of Losses brought by any Nortel Indemnified Party under the Parent Agreement shall be used in order to determine whether any claims for Losses brought under Section 10.01(a)(i) or (ii) exceed the $2,000,000 threshold referred to before the proviso in the immediately preceding sentence. (b) Nortel Networks shall have no Liability for Losses under Section 10.02(a) or (b), and no claim for indemnification of such Losses shall be made under this Article X, unless (i) the Losses associated with each such claim exceed $20,000 and (ii) until the aggregate of all such claims for Losses that Nortel Networks would, but for this Section 10.03(b), have under Section 10.02(a) and (b) exceeds an amount equal to $2,000,000, in no event which case the Indemnified Party shall be entitled to be indemnified for all such Losses, and not merely the liability excess; provided, however, that any Losses in connection with the breach by Nortel Networks or any Nortel Contributing Entity, as applicable, of Seller with respect its representations, warranties or covenants in Section 3.01, Section 3.09(b), Section 6.01(a) or (b), Exhibit D, the Employee Loan Agreement or the Subcontract Agreement shall not be subject to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, limitation described above. (c) if prior For purposes of determining whether any Indemnified Party shall be entitled to the Closingindemnification under Section 10.01 or 10.02, Purchaser obtains knowledge of any inaccuracy or as applicable, for breach of any a representation, warranty or covenant covenant, the use of Seller contained the terms "material," "material adverse effect" or "in this Agreement all material respects" (a "Purchaser-Waived Breach"or words of similar effect) and nonetheless proceeds with and consummates the Closing, then Purchaser shall be disregarded and any Purchaser-Related Entities and all claims for such indemnification shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 fordetermined as if no such terms were present in such representation, warranty 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 (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 Agreementcovenant.

Limitations on Indemnification. Notwithstanding any provision contained in this Article 11 to the foregoing provisions of Section 12.1contrary, (a) Seller no Indemnitee shall not be required entitled to indemnify Purchaser or assert any Purchaser-Related Entities under this Agreement unless the aggregate claim for indemnification in respect of all amounts for which an indemnity would otherwise be payable by Seller breach(es) of representations and warranties under Section 12.1 above exceeds the Basket Limitation and, in 11.2(a) or Section 11.3(a) until such event, Seller shall be responsible for the entire amount including time as all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim claims for indemnification under this Article 12 for11 by such Indemnitee (and all related Indemnitees) hereunder shall exceed $50,000 in the aggregate (the “Basket”), or any other claim or cause of action under this Agreement, at law or in equity on account of any but then all such Purchaser-Waived Breach, amounts shall be recoverable and (db) notwithstanding anything herein to any indemnification obligations of an Indemnifying Party for breaches of representations and warranties shall not exceed $3.8 million (the contrary“Claims Limitation”); provided, however, that the Basket Limitation and the Cap Claims Limitation shall not apply with respect (i) if the Indemnifying Party shall have provided information to Losses suffered Buyer or incurred to the Company and Sellers, as a result the case may be, in connection herewith or made any representation or warranty contained herein that, in either case, was fraudulent or was known to be inaccurate when made or (ii) to any breach(es) of breaches of any covenant or agreement of Seller set forth the representations and warranties contained in Section 5.34.1 (Organization and Power); Section 4.2 (Capitalization; Options and Stockholder Rights), Section 5.4 4.3 (No Subsidiaries), Section 4.4 (Authority; Validity), Section 4.10 (Title to Purchased Assets), Section 4.24 ( Employee Arrangements; ERISA), Section 4.25 ( Tax Matters) or Section 10.1 of 4.28 ( Brokers). Buyer shall have the right to offset against any amounts to be paid by Buyer to Sellers pursuant to Section 2.2(b)(ii) or otherwise to satisfy an indemnification claim brought by Buyer in accordance with this AgreementArticle 11.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Subject to Section 8.4(b), (i) Seller shall not be required have no obligation to indemnify Purchaser or any Purchaser-Related Entities under this Agreement Buyer Indemnified Persons pursuant to Section 8.2(a), unless and until their aggregate amount of Losses exceeds $250,000, after which the aggregate obligation of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for to indemnify the entire Buyer Indemnified Persons to the full extent of such Losses and (ii) Buyer shall have no obligation to indemnify Seller Indemnified Persons pursuant to Section 8.3(a) unless and until their aggregate amount including all amounts representing of Losses exceeds $250,000, after which the Basket Limitation, obligation of Buyer shall be to indemnify the Seller Indemnified Persons to the full extent of such Losses. (b) The limitations in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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"Sections 8.4(a) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d8.4(c) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as (i) any Loss arising from a result of breaches breach of any covenant representation or agreement warranty made in Sections 3.1, 3.2(a), 3.3, 4.1 or 4.2(a), (ii) indemnification sought pursuant to Section 8.2(d) and (e), (iii) indemnification sought pursuant to Section 8.2(c), (iv) any Loss arising from a breach of Seller set forth any representation or warranty made in Section 5.33.10(a), (v) any breach of Section 5.4 5.6 (except to the extent such Loss arose from any action taken after the Closing Date by the Company or its Affiliates, (vi) any Loss arising from any breach of Sections 2.2(a) or 5.2(f), or (vii) any fraudulent or intentional misrepresentation or breach. The limitation in Section 10.1 8.4(a) shall not apply with respect to indemnification sought pursuant to Section 8.2(g). (c) No party shall be responsible to indemnify the other hereunder to the extent that claims against the Indemnifying Party exceed $15,000,000. (d) Each Party will only be liable for actual Losses, and in no event shall an Indemnifying Party have any liability for speculative, punitive, consequential or multiple-based damages or for lost profits or lost business opportunities, with regard to indemnification or other claims hereunder, except to the extent that the Loss is to a third party that has become entitled to such damages. (e) Seller shall have no obligation to indemnify Buyer Indemnified Persons for a breach of this AgreementSection 3.16(b)(iii) except to the extent any party to the Contracts referred to therein recovers Losses from the Company and the Company Subsidiaries for any breach of such Contracts that occurred prior to the Closing Date.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect Notwithstanding anything to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contrary contained in this Agreement Agreement, (a "Purchaser-Waived Breach"i) no party hereto (nor, in each case, such party’s officers, directors, employees, agents, representatives and nonetheless proceeds with and consummates the Closingaffiliates), then Purchaser and any Purchaser-Related Entities shall be deemed liable to have waived another party in respect of any indemnification hereunder pursuant to Sections 6.12 (other than Section 6.12(e)(viii)(a)), 9.2(a)(i), 9.2(b)(i) or 9.2(c)(i) unless and forever renounced until and only to the extent that the aggregate amount (without duplication) of all such individual Losses of the party seeking indemnification are entitled exceeds $1,000,000 (the “Deductible”), (ii) the maximum liability of any right party for indemnification pursuant to assert a Sections 6.12, 9.2(a), 9.2(b) or 9.2(c) shall be an amount equal to the Purchase Price (after taking into account any increases or decreases in the Purchase Price pursuant to Section 2.8); provided, however, that no 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply by an Indemnified Party hereunder with respect to Losses suffered resulting from (i) a breach of Sections 3.1 (Organization and Qualification Subsidiaries), 3.2 (Charter Documents and Bylaws), 3.3 (Capitalization), 3.4 (Authority Relative to Agreement), 4.1 (Authority Relative to Agreement), 4.3 (Title to Securities), 5.1 (Organization and Qualification; Subsidiaries), 5.2 (Charter Documents and Bylaws) and 5.3 (Authority Relative to Agreement) or incurred as (ii) resulting from fraud or intentional misrepresentation shall be subject to the limitations contained in this Section 9.4. (b) Notwithstanding the other provisions of this Section 9.4 or Section 6.12, no Losses shall be taken into account (including for purposes of determining whether or not the Deductible has been satisfied), and none of the Company, the Securityholders or the Parent shall have any indemnification obligations, unless the Losses resulting from a result single event, occurrence or omission, or series of breaches events, occurrences or omissions arising out of related facts, circumstances or conditions, exceed $25,000. (c) For purposes of determining the extent of and limitations on indemnification under Section 6.12 (Tax Covenants) and Article IX, the amount of any covenant Losses that may be subject to indemnification under this Agreement will be determined net of any current Tax benefits, including, without limitation, current deductions, actually realized by the Indemnified Party (or agreement any consolidated, combined or unitary group of Seller set forth which the Indemnified Party is also a member) attributable to the incurrence or payment of such Loss and which are actually realized within two years of incurring the relevant Loss. In the event that any Indemnified Party (or any consolidated, combined or unitary group of which the Indemnified Party is also a member) realizes any Tax benefits consistent with the preceding sentence attributable to a Loss after being indemnified for such Loss by an Indemnifying Party, the 60 Indemnified Party will notify the Indemnifying Party that it has realized such Tax benefit and will promptly reimburse the Indemnifying Party in Section 5.3the amount of the Tax benefit so realized. Other than in respect of a Third Party Claim, Section 5.4 an Indemnifying Party shall not be liable under this Article IX in respect of any claim for incidental, special, punitive or Section 10.1 consequential damages, including consequential damages resulting from lost profits. (d) The amount that any Indemnifying Party is required to pay to, for or on behalf of any Indemnified Party pursuant to this AgreementArticle IX shall be adjusted by any insurance proceeds actually received by any Indemnified Party in reduction of the related indemnifiable Loss after reduction for any costs or expenses incurred in connection with collecting such proceeds or payments (which the Indemnified Party will use commercially reasonable efforts to collect).

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless liable only for those Damages that in the aggregate are in excess of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds 1.0% of the Basket Limitation andConsideration (the “Deductible Amount”), in and then only to the extent of any such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in excess. In no event shall the Contributing Parties’ aggregate liability of Seller with respect to the indemnification provided for Partnership Indemnified Parties under Section 9.1(i) exceed 15% of the Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 12.1 above 3.1, Section 3.2, Section 3.4, Section 3.14 and Section 3.16 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4, and Section 3.16, provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.16 shall not exceed the amount of the Consideration. Table of Contents (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of any such excess. In no event shall the Partnership Parties’ aggregate liability to the Cap LimitationContributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Consideration. (c) if prior Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, 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. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the Closingextent relating to an inaccuracy, Purchaser obtains knowledge of any inaccuracy violation or breach of any representationa representation or warranty in Section 3.1(b), warranty or covenant of Seller contained in this Agreement Section 3.4(b) (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 foras applicable), or any other claim Sections 3.5 through 3.15, or cause of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and (dSections 3.18 through 3.20) notwithstanding anything herein relating to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses Damages suffered or incurred as a result by the Partnership Indemnified Parties, attributable to any SNG Entity or its assets, businesses or operations shall be limited to the Partnership Parties’ proportionate share of breaches the total (100%) Damages attributable to any such inaccuracy, violation or breach, which proportionate share shall be equal to the Subject Interest Percentage. The Parties agree that the Contributing Parties are jointly and severally liable for any indemnification or payment obligation pursuant to this Article 9 of any covenant the Contributing Parties relating to Damages suffered or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreementincurred by the Partnership Indemnified Parties.

Limitations on Indemnification. Notwithstanding No Party, including for this purpose, the foregoing provisions of Section 12.1Seller, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless have the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 forindemnity with respect to Damages, unless the aggregate amount of Damages for all Claims shall exceed US$40,000 (the “Basket Amount”), and then the indemnifying Party shall be responsible for the full amount of such Damages (including the Basket Amount) up to the maximum aggregate amount specified in Section 9.3.1 below. 9.3.1 Seller’s maximum aggregate Liability for Damages with respect to all of the matters described in Sections 9.1.1(a) and (c) will be limited to: (a) for the first two (2) years after the Closing, twenty percent (20%) of Qualified Purchase Price for all representations and warranties other than Section 4.21 (Intellectual Property); (b) for the first two (2) years after the Closing, an aggregate, when combined with the maximum liability in clause (a), of thirty percent (30%) of the Qualified Purchase Price for the representations and warranties in Section 4.2.1 (Intellectual Property); and (c) for the first three (3) years after the Closing, one hundred percent (100%) of the Qualified Purchase Price for the Fundamental Representations (collectively, the “Seller’s Cap”); provided, however, that any claim relating to fraud, willful misconduct, or any other claim or cause of action under this Agreement, at law or in equity on account fraudulent breach of any representation or warranty by the Seller will not be subject to Seller’s Cap. For the avoidance of doubt, the Seller’s Cap with respect to the matters described in clause (a) above shall continue to apply to claims initiated during the two-year period. At the end of the second year after the Closing, if no payments have been made and/or no legal proceedings have been initiated (unless such Purchaser-Waived Breachproceedings have been denied or withdrawn) in respect of claims under clause (a) or (b) above, the Seller’s Cap with respect to the representations and warranties in Section 4.21 (Intellectual Property) shall be reduced to twenty percent (20%) for years 3 and 4 after the Closing; provided, however, that if any payments have been made and/or legal proceedings have been initiated (unless such proceedings have been denied or withdrawn) in respect of claims under clause (a) or (b) above in an amount less than twenty percent (20%) of the Qualified Purchase Price, the reduction in the Seller’s Cap for clause (b) shall be proportionately adjusted to give a cap as close to 20% as possible; provided further, that if 10% or less of the Seller’s Cap is left, no reduction by virtue of this Section 9.3.1 shall be made to the Seller’s Cap with respect to the representations and warranties in Section 4.21 (Intellectual Property). For the avoidance of doubt, the reductions by virtue of this Section 9.3.1 are in addition to all reductions that shall be made to the Seller’s Cap in order to take into account the amount of any Damages actually paid for claims under Sections 9.1.1(a) and (dc). At the end of the third year after the Closing, if no payments have been made and/or no legal proceedings have been initiated (unless such proceedings have been denied or withdrawn) notwithstanding in respect of claims under clause (c), the Seller’s Cap with respect to the Fundamental Representations shall be reduced to fifty percent (50%) for years 4, 5, 6 and 7 after the Closing; provided, however, that if any payments have been made and/or no legal proceedings have been initiated (unless such proceedings have been denied or withdrawn) in respect of claims under clause (c), no reduction of such Seller’s Cap shall occur. 9.3.2 Notwithstanding anything herein to the contrary, it is hereby agreed as follows: (a) The maximum aggregate Damages under clauses (a), (b) and (c) of Section 9.3.1 above (as may be reduced pursuant to Section 9.3.1 above, if applicable) are not cumulative, and hence the Basket Limitation maximum aggregate Liability for Damages under each such clause shall be reduced by the amount of any and all Damages paid in respect of any and all matters described in Sections 9.1.1(a) and/or (c) and shall be determined, in each case, after taking into account all previous Damages paid in respect of any and all matters described in Sections 9.1.1(a) and/or (c), the Seller’s Cap and the Cap Limitation survivability limitations. (b) The maximum aggregate Liability of the Seller for Damages in respect of any and all matters described in Sections 9.1.1(a) and/or (c) shall not apply with exceed 100% (or 50%, as applicable) of the Qualified Purchase Price, except that any claim resulting from fraud by the Seller shall not be subject to such maximum aggregate Liability. 9.3.3 If the Parent and/or Buyers received insurance proceeds, indemnification, contribution payments or other reimbursements from any third party in respect to Losses suffered or incurred as a result of breaches of any covenant or agreement Damage incurred by them hereunder (collectively, the “Third Parties Proceeds”), then the net amount of Seller set forth such Third Parties Proceeds shall be taken into account in Section 5.3, Section 5.4 or Section 10.1 the calculation of this Agreementsuch Damages.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller Except with respect to breaches of (i) Indemnifiable Taxes, (ii) the Company Fundamental Representations and (iii) the representations and warranties in Section 4.15 (Environmental Matters) and in Section 4.16 (Employee Benefit Matters), the Stockholders shall not be required to indemnify Purchaser or any Purchaser-Related Entities hold harmless the Parent Indemnified Parties for Losses under this Agreement unless Section 9.2(a)(i) until the aggregate amount of all amounts such Losses with respect to which a Claim Notice was delivered in accordance with Section 9.3 exceeds $250,000 (the “Deductible Amount”), in which event the Stockholders shall only be obligated to indemnify the Parent Indemnified Parties for any Losses in excess of the Deductible Amount; provided, however, that except with respect to breaches of (i) Indemnifiable Taxes, (ii) the Company Fundamental Representations and (iii) the representations and warranties in Section 4.15 (Environmental Matters) and in Section 4.16 (Employee Benefit Matters), the aggregate Losses for which an indemnity would otherwise the Parent Indemnified Parties will be payable by Seller under entitled to recover pursuant to Section 12.1 above exceeds 9.2(a)(i) shall not exceed $2,600,000 (the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, “Cap”). (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained Notwithstanding anything in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply except with respect to Losses suffered resulting or incurred arising from (i) Indemnifiable Taxes, (ii) breaches of the representations and warranties in Section 4.17 (Taxes) or (iii) fraud or intentional misrepresentation, the aggregate liability of the Stockholders for Losses under Section 9.2(a) shall not in any event exceed $14,500,000. (c) For purposes of this ARTICLE IX, the terms “material,” “in all material respects,” “Business Material Adverse Effect,” and words of similar import that are used in any representation or warranty set forth in this Agreement or in the certificates with respect thereto delivered hereunder shall be disregarded and given no effect for purposes of determining a breach hereof and calculations of the amount of any Losses. (d) No Parent Indemnified Party shall be entitled to indemnification pursuant to this ARTICLE IX for Losses to the extent that any Parent Indemnified Party has actually recovered for such item as a result of breaches of any covenant or agreement of Seller set forth in a post-closing adjustment pursuant to Section 5.3, Section 5.4 or Section 10.1 2.7(d) of this Agreement.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify have any liability under Section 9.2(a)(i) and Purchaser or shall not have any Purchaser-Related Entities liability under this Agreement Section 9.2(b)(i) unless and until the aggregate amount of all amounts for which an indemnity would otherwise Losses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties (other than the representations and warranties set forth in Sections 4.1 (Organization; Qualification), 4.2 (Authorization; Validity of Agreement), 4.3 (Consents and Approvals; No Violations), 4.5 (Title to Properties; Liens), 4.12 (Tax Matters), 5.1 (Organization), 5.2 (Authorization; Validity of Agreement) and 5.3 (Consents and Approvals; No Violations)) to be payable by Seller under Section 12.1 above true and correct exceeds $100,000 (the Basket Limitation “Deductible”) and, in such event, Seller the indemnifying party shall be responsible required to pay only the amount of such Losses that exceeds the Deductible. No claim for Losses may be made for indemnification or aggregated with any other claim for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) if the entire amount including of such claim does not exceed $10,000 (the “Per Item Deductible”); provided, that the Per Item Deductible shall not apply to (i) any claims for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) based upon, attributable to or resulting from the failure of any of the representations and warranties set forth in Sections 4.1 (Organization; Qualification), 4.2 (Authorization; Validity of Agreement), 4.3 (Consents and Approvals; No Violations), 4.5 (Title to Properties; Liens), 4.12 (Tax Matters), 5.1 (Organization), 5.2 (Authorization; Validity of Agreement) and 5.3 (Consents and Approvals; No Violations) to be true and correct in all amounts representing respects at the Basket Limitation, date hereof and at the Closing Date or (ii) claims for indemnification due to Losses related to the Pipeline Loans or repurchases of Pipeline Loans pursuant to Section 9.3(e). (b) No claim for Losses may be made for indemnification or aggregated with any other claim for indemnification by Purchaser under Section 9.2(a)(ii) or Seller under Section 9.2(b)(ii) if the amount of such claim does not exceed the Per Item Deductible (other than the covenants, agreements and obligations set forth in no event shall Sections 6.5 (Further Action), 6.6 (No Solicitation of Competing Transaction), and 6.7 (Non-Solicitation and Confidentiality)); provided, however, once the liability aggregate amount of Seller with respect claims subject to the indemnification provided for in Section 12.1 above exceed in Per Item Deductible and all other claims exceeds the aggregate Deductible, each claim thereafter shall no longer be subject to the Cap Limitation, Per Item Deductible. (c) if prior Neither Seller nor Purchaser shall be required to indemnify, any Person under Section 9.2(a)(i) or 9.2(b)(i) for an aggregate amount of Losses exceeding the Purchase Price (the “Cap”) in connection with Losses related to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of the representations and warranties of Seller contained or Purchaser in this Agreement (a "Purchaser-Waived Breach") Articles IV and nonetheless proceeds with and consummates the ClosingV, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 forrespectively; provided, 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation and that the Cap Limitation limitation shall not apply with respect to (i) Losses related to the breach of any representation or warranty contained in Sections 4.2 (Authorization; Validity of Agreement), 4.5 (Title to Properties; Liens) and 5.2 (Authorization; Validity of Agreement) or (ii) claims for indemnification due to Losses suffered related to the Pipeline Loans or incurred as a result repurchases of Pipeline Loans pursuant to Section 9.3(e). Neither Seller nor Purchaser shall be required to indemnify, any Person under Sections 9.2(a)(ii) or 9.2(b)(ii) for breaches of any covenant the covenants, agreements or agreement of Seller obligations set forth in Section 5.36.4 (Government Approvals) (but only to the extent that any such breach occurred after the Closing), and Section 5.4 6.8 (use of name) for an aggregate amount of Losses exceeding 25% of the Purchase Price. (d) For purposes of (i) determining whether any representation or Section 10.1 warranty was true and correct on the date hereof or as of the Closing Date, (ii) determining whether any covenant, agreement or obligation under this AgreementAgreement was breached, or (iii) calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded.

Limitations on Indemnification. Notwithstanding A Party’s indemnity obligations under this ARTICLE IX shall be subject to the foregoing provisions of Section 12.1, following limitations: (a) Seller Except with respect to Damages arising out of a breach of the representations under Sections 4.1(a), (b), (g), (i), (j), (n), (o), (q) or (s) which shall not be required subject to indemnify Purchaser or the Cap (as hereinafter defined), the maximum aggregate liability of the Sellers for Damages for any Purchaser-Related Entities matter described under Section 9.1(a) shall not exceed in the aggregate an amount that is equal to ten percent (10%) of the Purchase Price, as adjusted in accordance with the terms of this Agreement unless (the aggregate “Cap”). (b) Except with respect to Damages arising out of all amounts for which an indemnity would otherwise be payable by Seller a breach of the representations under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation4.2(a), (b) in no event shall and (e), the maximum aggregate liability of Seller with respect the Buyer for Damages for any matter described under Section 9.2(a) shall not exceed, in the aggregate, an amount equal to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, Cap. (c) if prior Neither the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover more than once for any Damages that may have resulted from the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any a representation, warranty warranty, covenant or covenant of Seller agreement contained in this Agreement (from the occurrence of a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 single event. (d) notwithstanding Notwithstanding anything contained herein to the contrary, the Basket Limitation and the Cap Limitation foregoing limitations shall not apply with respect in the case of a determination of fraud by a final and non-appealable order of judgment of a court of competent jurisdiction. (e) No knowledge of, or investigation by or on behalf of, any Party hereto shall constitute a waiver of such Party’s right to Losses suffered enforce any agreement, covenant, representation or incurred as warranty contained herein by any of the other Parties or affect the right of 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 AgreementParty to indemnification.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller The provisions for indemnity under Sections 12.2(a), 12.2(b), 12.2(g), 12.3(a) and 12.3(b), as the case may be, shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless effective only when the aggregate amount of all amounts Losses for which an indemnity would otherwise be payable by Seller indemnification is sought from Bayer or Purchaser under Section 12.1 above Sections 12.2(a), 12.2(b), 12.2(g), 12.3(a) and 12.3(b), as the case may be, exceeds one and one-half percent (1 1/2%) of the Basket Limitation andPurchase Price, in such event, Seller which case the Indemnified Party shall be responsible for entitled to indemnification of its Losses in an amount in excess of three quarters of one percent (.75%) of the entire Purchase Price. The indemnification obligations of Indemnified Party's Losses pursuant to Sections 12.2(a), 12.2(b), 12.2(g), 12.3(a) and 12.3(b), as the case may be, shall be effective only until the dollar amount including all amounts representing paid by the Basket LimitationIndemnifying Party in respect of the Losses indemnified against under such Sections aggregates to twenty-five percent (25%) of the Purchase Price ("Indemnity Cap"); provided, (b) however, that in no event shall more than $2,000,000 of such Indemnity Cap be available for indemnification of Losses related to any breach of the liability representations and warranties contained in Section 3.28. The limitations set forth in Section 12.5 shall not apply to a breach of Seller the covenants in Sections 2.5(e) or (f). (b) An Indemnifying Party shall not be liable for any individual claim under Sections 12.2(a), 12.2(b), 12.2(g), 12.3(a) and 12.3(b) that does not exceed Ten Thousand Dollars ($10,000). (c) Each of the parties hereto acknowledges and agrees that, from and after the Closing, its sole and exclusive remedy with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior any and all claims relating to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representationrepresentations, warranty or covenant of Seller warranties and covenants contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with in any Ancillary Document shall be pursuant to the indemnification provisions set forth in this Article XII, in Section 13.6, Section 10.5 and consummates Section 2.2(c). In furtherance of the foregoing, each of the parties hereto hereby waives, to the fullest extent permitted under applicable law, any and all other rights, claims and causes of action it may have, from and after the Closing, then Purchaser against the other party or their respective officers, directors, employees, agents, representatives and Affiliates arising from the breach of representations, warranties and covenants contained in this Agreement and in any Purchaser-Related Entities shall be deemed to have waived Ancillary Document. Each of the parties hereto further acknowledges and forever renounced any right to assert a claim for indemnification agrees that the rights accorded it under this Article 12 forAgreement are its sole and exclusive remedy with respect to any Environmental Matters relating to the Business, or and hereby waives and releases any other claim claim, demand or cause of action under this Agreement, at law it may now or in equity on account of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply future have with respect to Losses suffered any such Environmental Matters, including without limitation any such claim, demand or incurred cause of action pursuant to any Environmental Laws (as a result of breaches of any covenant they have been or agreement of Seller set forth may in Section 5.3, Section 5.4 or Section 10.1 of this Agreementthe future be in effect).

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) An Indemnifying Party shall have no liability to indemnify for Damages pursuant to Section 9.1(a)(i) or 9.1(b)(i), as applicable, unless and until the aggregate amount of all Damages for all claims asserted by the Seller Indemnified Parties, collectively, or the Parent Indemnified Parties, collectively, as applicable, exceeds Five Hundred Thousand Dollars ($500,000) (the “Deductible”); provided, however, that after the amount of such Damages exceeds the Deductible, all such Damages in excess of the Deductible shall, subject to the other limitations set forth in this Article IX, be recoverable by the applicable Indemnified Parties; provided, further, that the foregoing limitations shall not be required apply to indemnify Purchaser (i) the representations and warranties set forth in Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes) or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and(ii) claims based on fraud or Willful Breach, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to which, in each case, all Damages in connection therewith shall be recoverable from the indemnification provided for first dollar and shall be counted in determining whether the thresholds in this Section 12.1 above exceed in 9.4(a) have been exceeded. For purposes of determining the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge amount of any inaccuracy or Damages with respect to (but not for purposes of determining the existence of) any breach of any representation, warranty or covenant for purposes of Seller contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 forIX, any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, shall be disregarded. (b) The indemnification obligations of the Indemnifying Party pursuant to Section 9.1(a)(i) or 9.1(b)(i), as applicable, shall be limited to an amount equal to 15% of the Base Company Value (the “Cap”); provided (i) that to the extent that any Damages indemnifiable under Section 9.1(b)(i) with respect to the breach of Section 3.14 (Government Contracts and Bids) are otherwise precluded by the Cap, such Damages, up to an aggregate amount equal to 50% of the Base Company Value (which for avoidance of doubt shall include and not be in addition to the amount of the Cap that would otherwise be applicable), shall not be so limited by this sentence, and (ii) that the foregoing limitation shall not apply to the representations and warranties set forth in Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes), which shall be limited to an amount equal to the Base Company Value, or (iii) claims based on fraud or Willful Breach, which shall not be limited in amount. (c) Except with respect to claims based on fraud or willful misconduct or actions seeking specific performance, the indemnification obligations of the Parties pursuant to this Article IX shall be the Parties’, any other Seller Indemnified Parties’ and any other Parent Indemnified Parties’ sole and exclusive remedy with respect to any claim related to or cause of action under arising from this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, the negotiation and (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 execution of this Agreement, the performance by the Parties of their respective obligations hereunder, and the transactions contemplated by this Agreement.

Limitations on Indemnification. Notwithstanding the foregoing provisions or any other provision of Section 12.1, this Agreement to the contrary: (a) Seller Sellers will have no Liability in respect of any matter to the extent that it is (i) subject to Section 12.12, disclosed in the Disclosure Schedule (provided that any such disclosure will not preclude or otherwise limit an Indemnitee’s ability to recover for Losses under Section 7.20(k) (provided that the foregoing shall not limit the Liability of Sellers to the extent such disclosure (i) is made for the purposes of informing a representation or warranty set forth in this Agreement and (ii) is not setting forth an exception to a representation or warranty herein), Section 10.2(d), Section 10.2(e) or Section 10.2(f) on the terms set forth in this Article X); and/or (ii) included in any adjustment of the Closing Cash Consideration, as finally determined pursuant to Section 2.5. (b) Sellers will have no Liability under Section 10.2(a) and Section 10.2(d)(2) of the Disclosure Schedule, and no Indemnitee will be required entitled to indemnify Purchaser recover for Losses under Section 10.2(a) and Section 10.2(d)(2) of the Disclosure Schedule that individually are in an amount of $100,000 or less (which matters will not be aggregated unless such claims are part of a substantially similar class of, or related, claims), provided that the foregoing shall not apply in respect of Section 4.10(a)(i) (Litigation), Section 4.13 (Tax Representations), Section 5.11(a)(i) (Litigation), and Section 5.24 (Tax Representations), or (ii) unless and until, and then only to the extent that, Losses arising out of an individual claim or series of unrelated claims, aggregate to an amount in excess of 1% of the Purchase Price (the “Deductible”), in which case Sellers will only be liable for the amount of Losses sought by an Indemnitee in excess of the Deductible. (c) The maximum aggregate Liability of Sellers, and an Indemnitee’s sole recourse (other than the RWI Policy, if any) for indemnification, under Section 10.2(a), Section 10.2(c) (solely with respect to the pre-Closing covenants covered under Section 10.1(b)(i)), and Section 10.2(d)(2) of the Disclosure Schedule, is limited to an amount equal to 10% of the Purchase Price. (d) Except as otherwise provided in Section 10.2(c), the maximum Liability of Sellers, and an Indemnitee’s sole recourse (other than the RWI Policy, if any) for indemnification by Sellers, under or in connection with this Agreement and/or the transactions contemplated by this Agreement (except in the case of Fraud) is limited to the Final Closing Cash Consideration, as finally determined pursuant to Section 2.5, actually received by Sellers. (e) The indemnification obligations of Buyer will be capped at the amount of the Final Closing Cash Consideration, as finally determined pursuant to Section 2.5, actually received by Sellers. (f) The amount of any Losses for which indemnification is provided under this Article X shall be reduced to take account of any net Tax benefit actually realized (in the form of a reduction in a Tax payable to a Tax Authority or receipt of a Tax refund, including any interest with respect thereto) by the Indemnitee or any Purchaserof its Affiliates (including as a result of an allocation of such Tax benefit to the Indemnitee or any of its Affiliates by a “pass-Related Entities through entity”) arising in or prior to the Tax period in which the applicable indemnity payment is made, but only to the extent such Tax benefit is not reasonably expected to be offset by a Tax Liability that will be incurred by the Indemnitee or any of its Affiliates in future periods by reason of the incurrence of such Losses or receipt of the applicable indemnification payment under this Article X for such Losses (it being understood the amount of such future Tax Liability shall be determined taking into account any anticipated additional Tax benefits of the Indemnitee or its Affiliates to be realized in future periods as a result of such Losses). (g) Notwithstanding anything in this Agreement to the contrary, for the purposes of this Article X (including for purposes of the definition of “Excluded Taxes”), each representation and warranty in this Agreement shall be read without regard and without giving effect to the terms “material,” “in all material respects,” “Material Adverse Effect” or similar phrases or qualifiers contained in such representation or warranty (as if such words or phrases were deleted from such representation and warranty); provided that the foregoing shall not apply in respect of Section 5.6(a) (Financial Statements), Section 5.7 (Absence of Undisclosed Liabilities), Section 5.8 (Absence of Certain Changes or Events) and Section 5.18 (Material Contracts) solely for purposes of the definition of “Material Contract” and to the extent related to the “material,” “in all material respects,” “Material Adverse Effect” or similar phrases or qualifiers contained in such representation or warranty. (h) Any amounts payable pursuant to the indemnification obligations under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) paid without duplication and in no event shall the liability of Seller (i) any Indemnitor be obligated to indemnify any Indemnitee with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior any Losses with respect to any matter to the Closingextent such matter was taken into account in any adjustment pursuant to Section 2.6; or (ii) any Indemnitee be indemnified under different provisions of this Agreement for the same Losses. (i) All Losses will be determined, Purchaser obtains knowledge and any indemnification in respect of Losses will be made, net of any inaccuracy insurance (including under the RWI Policy, if applicable) or other third party proceeds or benefits actually recovered or actually received by Indemnitee in connection with the fact(s) or matter(s) giving rise to such Losses. If Buyer procures a RWI Policy, each Indemnitee will use commercially reasonable efforts to pursue any such proceeds or benefits, both before and after payment of any indemnification hereunder; and any such proceeds or benefits are recovered in connection with the fact(s) or matter(s) giving rise to Losses after any indemnification payment has been made in respect of such Losses without taking into account such proceeds or benefits, Indemnitee upon recovering the same will promptly pay them over to Indemnitor. (j) No claim for indemnification in respect of any breach of any representation, a representation or warranty or covenant of Seller contained set forth in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates may be made after the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim applicable expiration date for indemnification under this Article 12 for, such representation or any other claim warranty or cause of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and (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 5.310.1 above. (k) Each Party will make commercially reasonable efforts to mitigate the Losses for which any other Party is required to indemnify it, Section 5.4 or Section 10.1 and no Party will be entitled to indemnification in respect of this Agreementany Losses that could have been avoided by such commercially reasonable efforts.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Except as provided below, the Seller Parties shall not be required obligated to indemnify Purchaser make any indemnification payments with respect to any breach of a representation or warranty under Article III or Article IV unless and until the amount of such Losses collectively exceeds One Hundred Fifty Thousand Dollars ($150,000), (the “Basket Amount”), provided that once such Losses exceed such amount, the Seller Parties shall only be obligated to pay the amount of such Losses in excess of the Basket Amount. Notwithstanding the first sentence of this Section 7.06(a), the Basket Amount will not apply to indemnified Losses resulting from (i) breaches of the Fundamental Representations and the representations and warranties set forth in Sections 3.13, 3.17, 4.04, 4.05 and 4.08 (ii) obligations of the Seller Parties to the extent a breach results from fraud by a Seller Party, and (iii) any Purchaser-failure to perform, nonfulfillment, nonobservance or other breach or violation of, or default in the performance of, any covenant or agreement of any Seller Party or the Seller Representative set forth in this Agreement. (b) Except as provided below, and subject to Section 7.03, the Seller Parties’ maximum aggregate indemnification liability for indemnified Losses under Section 7.02 relating to or arising out of the breach or violation of any representation or warranty under Article III or Article IV shall not exceed Five Million Five Hundred Thousand Dollars ($5,500,000) (the “Cap”), provided that the Cap will not apply to indemnified Losses resulting from (i) breaches of the Fundamental Representations and the representations and warranties set forth in Sections 3.13, 3.17, 4.04, 4.05 and 4.08, (ii) obligations of the Seller Parties to the extent a breach results from fraud by a Seller Party, and (iii) any failure to perform, nonfulfillment, nonobservance or other breach or violation of, or default in the performance of, any covenant or agreement of the Seller Parties or the Seller Representative set forth in this Agreement. Further, notwithstanding anything to the contrary in this Agreement, Section 7.03 shall apply to the Seller Related Entities Parties and the Seller’s maximum aggregate indemnification liability for indemnified Losses under this Agreement unless Section 7.02 relating to or arising out of the aggregate breach of all amounts for which an indemnity would otherwise be payable any representation or warranty in Article III and Article IV herein shall not exceed the amount of the Aggregate Consideration received by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, this Agreement. (c) if prior The amount of any Loss for which indemnification is provided pursuant to this Article VII shall be net of (i) any amounts actually recovered by the indemnified party under its insurance policies or otherwise (and in the event that any Losses related to a claim by a Purchaser Indemnified Party is covered by insurance, Purchaser agrees to use commercially reasonable efforts to seek recovery under such insurance); (ii) any related reserve in respect thereof resulting in a purchase price adjustment pursuant to Section 2.03(d); and (iii) the reduction in current Tax liability of the indemnified party attributable to such Loss. (d) From and after the Closing, Purchaser obtains knowledge the Seller and Seller Related Parties shall not have any claim for contribution from or against the Company as a result of any inaccuracy indemnification or breach other payments made by Seller or any of the Seller Related Parties to any representation, warranty or covenant of Seller contained in the Purchaser Indemnified Parties pursuant to this Agreement Agreement. (a "Purchaser-Waived Breach"e) and nonetheless proceeds with and consummates To the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim extent claims for indemnification pursuant to this Article VII do not involve a Claim, an indemnifying person shall not be responsible or liable for Losses or other amounts under this Article 12 forVII that are consequential, special, exemplary, punitive, in the nature of lost profits or any other claim diminution in value or cause of action under otherwise not actual damages. (f) Notwithstanding anything else in this AgreementArticle VII to the contrary, no party shall be limited, at law any time, from recovering any and all Losses incurred or suffered by it relating to or arising out of or in equity on account of any such Purchaser-Waived Breach, and connection with fraud . (dg) notwithstanding Notwithstanding anything herein to the contrary, no Party is entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the Basket Limitation extent such Party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement, or any other Transaction Document executed in connection with this Agreement or otherwise. (h) The Seller Parties and the Cap Limitation Purchaser agree and acknowledge that, except for payments due by any Party under Section 2.03(d) (which are expressly excluded from the terms and limitations set forth in this Section 7.06(h)), the rights to indemnification provided for in Section 6.05(g) and this Article VII shall not apply be the sole and exclusive remedy (regardless of the theory or cause of action pled) for monetary damages of the Seller and Seller Related Parties on the one hand, or the Purchaser, on the other hand, as the case may be, after the Closing for and with respect to Losses suffered any breach of or incurred as inaccuracy in any representation or warranty of a result of breaches of Party and for any covenant failure by the other party to perform and comply with any covenants and agreements contained in this Agreement or agreement of Seller set forth a Closing Document, and each Party to this Agreement hereby waives to the fullest extent permitted by law, any other rights or remedies that may arise under any applicable law in Section 5.3connection therewith, Section 5.4 provided, however, that nothing herein will limit in any way any Party’s rights hereunder or Section 10.1 of this Agreementotherwise, to specific performance, injunctive relief or other non-monetary equitable relief.

Limitations on Indemnification. (a) The obligations of Seller under Section 14.2(a), in the aggregate, will not exceed an amount equal to $1,000,000 (the "Seller’s Cap"), subject to the other terms of this Article 14. (b) Buyer’s obligations under Section 14.3(a), in the aggregate, will not exceed an amount equal to $1,000,000 (“Buyer’s Cap”), subject to the other terms of this Article 14. (c) Notwithstanding the foregoing provisions terms of Section 12.1this Section, the Indemnified Parties (aas such term is defined in the Asset Purchase Agreement) Seller shall will be entitled to recover for, and the Sellers’ Cap, and the Buyer’s Cap will not be required to indemnify Purchaser or apply to, any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation andLosses arising out of, in such eventconnection with or related to: (A) fraud or willful misconduct; (B) fraudulent misrepresentation; or (C) any breach of the representations and warranties in Section 11.1(a) (Authority of Seller), Seller Section 11.3 (Use and Operation), Section 11.6 (Other Contracts to Convey), Section 11.9 (Agreements Affecting the Property), Section 11.4 (Land Use Regulation), Section 11.5 (Litigation), Section 11.10 (Use Permits and Other Approvals), Section 11.11 (Access), Section 11.12 (Zoning) and Section 11.13 (Encroachments). (d) Payments by an Indemnifying Party pursuant to Section 14.2 and Section 14.3 shall be responsible for limited to the entire amount including all amounts representing of any Losses that remain after deducting from such Losses any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Basket Limitation, (b) in no event shall the liability of Seller Indemnified Parties from any third party with respect to such claim. Notwithstanding the indemnification provided for in Section 12.1 above exceed in foregoing, no Indemnifying Party is required to pursue or attempt to recover any insurance and the aggregate the Cap Limitation, (c) if prior Indemnifying Party shall not defer payment of Losses to the Closing, Purchaser obtains knowledge Indemnified Party pending the resolution 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (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 Agreementinsurance claims.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller The Buyer Indemnitees shall not be required entitled to indemnify Purchaser recover under Section 12.01 unless a claim has been asserted by written notice, specifying the details of the matter giving rise to the indemnity claim to HGHC on or prior to the two (2) year anniversary of the Closing Date; provided, however that there shall be no limitation on the time for submitting a claim for or arising out of or related to (i) the Merger Lawsuits, or (ii) an allegation of breach of the representations in the first two sentences of Section 2.02, clause (a) of the fourth sentence in Section 2.02 and Section 2.03; provided, further, that the indemnity claim made pursuant to Section 2.09 must be asserted within sixty (60) days of the end of the applicable statute of limitations period, after giving effect to any Purchaser-Related Entities extensions thereof (and including any applicable statute of limitations for a taxable year of the Surviving Corporation for which a breach of Section 2.09(a) could result in an increased liability for Taxes of the Surviving Corporation). (b) The Buyer Indemnitees shall not be entitled to recover under this Agreement unless Section 12.01: (i) to the extent the aggregate claims for Indemnity Losses of the Buyer Indemnitees are less then $1,000,000 (the "Basket") or exceed $13,950,000 (whether such amounts have been paid directly by HGHC or out of the Indemnification Escrow, collectively, the "Cap"), except as otherwise provided in Section 12.08; provided that if the aggregate of all amounts claims for which an indemnity would otherwise be payable by Seller under Section 12.1 above Indemnity Losses equals or exceeds the Basket Limitation andBasket, in such event, Seller then Buyers shall be responsible entitled to recover for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect such Indemnity Losses subject to the indemnification provided for limitations in this Section 12.1 above exceed in the aggregate the Cap Limitation, 12.06(b) or (cii) if prior to the Closing, Purchaser obtains knowledge extent the subject matter of any inaccuracy or breach of any representation, warranty or covenant of Seller contained in this Agreement the claim is covered by insurance (a "Purchaser-Waived Breach"including title insurance) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (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.insurance is collected by

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) The Seller shall will have no Liability with respect to the matters described in Section 7.1(a): (i) in respect of any Loss incurred or suffered by the Buyer Indemnitee that is not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless a Qualifying Loss and (ii) until such time as the aggregate of all amounts for which an indemnity would otherwise be payable by Seller Qualifying Losses that Buyer Indemnitees may have under Section 12.1 above 7.1(a) exceeds CDN$37,500 (the Basket Limitation andamount referred to in this clause (ii), in such eventthe “Seller Indemnity Threshold”), Seller shall be responsible and then only for the entire aggregate amount including of all amounts representing Qualifying Losses in excess of the Basket LimitationSeller Indemnity Threshold; provided, however, that any claim relating to Section 3.3 (bauthority), 3.4 (conflicts), 3.7 (title to assets), 3.13 (taxes), 3.17 (environmental) in no event shall or 3.20 (brokers) or the liability of certificate delivered pursuant to Section 5.1(b)(vi) will not be subject to or counted towards the Seller Indemnity Threshold. The Seller’s maximum aggregate Liability with respect to the indemnification provided for matters described in Section 12.1 above exceed in 7.1(a) will be limited to an amount equal to CDN$1,000,000 (the aggregate the Cap Limitation“Seller Cap”); provided, however, that any claim relating to Section 3.3 (cauthority), 3.4 (conflicts), 3.7 (title to assets), 3.13 (taxes), 3.17 (environmental) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained in this Agreement 3.20 (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrarybrokers), the Basket Limitation and the Cap Limitation shall not apply with respect certificate delivered pursuant to Losses suffered Section 5.1(b)(vi) or incurred as a result of breaches of any covenant or agreement of will not be subject to or counted towards the Seller set forth Cap, but will be limited to an amount equal to the Purchase Price. (b) The Buyer will have no Liability with respect to the matters described in Section 5.37.2(a): (i) in respect of any Loss incurred or suffered by the Seller Indemnitee that is not a Qualifying Loss and (ii) until such time as the aggregate of all Qualifying Losses that Buyer Indemnitees may have under Section 7.2(a) exceeds CDN$37,500 (the amount referred to in this clause (ii), the “Buyer Indemnity Threshold”), and then only for the aggregate amount of all Qualifying Losses in excess of the Buyer Indemnity Threshold; provided, however, that any claim relating to Section 5.4 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.8 (taxes) or 4.13 (brokers) will not be subject to or counted towards the Buyer Indemnity Threshold. The Buyer’s maximum aggregate Liability with respect to the matters described in Section 10.1 7.2(a) will be limited to an amount equal to CDN$1,000,000 (the “Buyer Cap”); provided, however, that any claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.8 (taxes) or 4.13 (brokers) or any covenant or agreement will not be subject to or counted towards the Buyer Cap, but will be limited to an amount equal to the Purchase Price. (c) This Section 7.4 will not apply to fraud, including any fraudulent or intentional breach of this Agreementany representation or warranty.

Limitations on Indemnification. Notwithstanding any other provision of this Section 11, no Claims shall be brought for indemnification after the foregoing provisions of survival period set forth in Section 12.110 hereof, (a) and Seller shall not be required obligated to indemnify Purchaser make any payment or payments pursuant to this Section 11 in an aggregate amount in excess of the Holdback Amount (the “Cap”), and the indemnification obligation of Seller hereunder shall be further limited as follows: Seller shall not be obligated to make any Purchaser-Related Entities under this Agreement unless payment for indemnification pursuant to Section 11.1 until the aggregate amount of all amounts for which an indemnity would otherwise be payable by Seller indemnification payments under such Section 12.1 above exceeds $50,000 (the Basket Limitation and“Threshold Amount”), in such event, whereupon Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) obligated to pay in no event shall the liability of Seller with respect full up to the indemnification provided Cap all such amounts for indemnification; provided, however, that the sole recourse of the Buyer Indemnified Parties under this Section 11 shall be the Holdback Amount which will be held by Buyer in accordance with Section 12.1 above exceed 2.5 hereof; provided, further, that for purposes of a breach of the representations and warranties contained in the aggregate Sections 3.1, 3.3, 3.4, 3.13, 3.16, 3.17, 3.18, 4.2 and 4.4 only, the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived the Purchase Price and forever renounced the Threshold Amount shall be $0. The provisions of this Section 11.5 shall not limit, in any right to assert a claim for indemnification under this Article 12 formanner, or any other claim or cause of action under this Agreement, remedy at law or in equity on account of to which any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation Party shall not apply with respect to Losses suffered or incurred be entitled against any other Party as a result of breaches (i) willful fraud or intentional misrepresentation by such other Party or any of their respective representatives or (ii) the breach by a Party of any covenant or agreement of Seller set forth such Party which by its terms contemplates performance after the Closing Date and which shall survive in Section 5.3, Section 5.4 or Section 10.1 of this Agreementaccordance with its respective terms.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller An indemnifying party shall not be required to indemnify Purchaser have any liability under Section 10.2(a)(i) or any Purchaser-Related Entities under this Agreement Section 10.2(b)(i) hereof unless the aggregate amount of all amounts for which an indemnity would otherwise Losses incurred by the indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be payable by Seller under Section 12.1 above true and correct exceeds $175,000 (the Basket Limitation “Basket”) and, in such event, Seller the indemnifying party shall be responsible for required to pay the entire amount including of all amounts representing such Losses; provided that the Basket Limitationlimitation shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 5.1 (organization and good standing), 5.2 (authorization of agreement), 5.6 (title to purchased assets; possession), 6.1 (organization), and 6.2 (authorization of agreement) of this Agreement or in Sections 5.1 (organization and good standing), 5.2 (authorization of agreement), 5.4 (title to property), 5.6 (taxes), and 6.1 (organization), and 6.2 (authorization of agreement) of the Real Estate Purchase Agreement (collectively hereinafter referred to as the “Special Provisions”). (b) in Neither Seller, on the one hand, nor Parent and Purchaser, on the other hand, shall be required to indemnify any Person under Section 10.2(a), 10.2(b) and/or 10.3 for an aggregate amount of Losses exceeding $7,000,000 (the “Cap”, which amount shall be inclusive of any Losses funded by the Indemnity Escrow Account and the Guaranty); provided, that there shall be no event shall the liability of Seller Cap with respect to Losses related to claims under Section 10.2(a)(vii) or the indemnification provided for failure to be true and correct of any of the representations or warranties contained in Section 12.1 above exceed in any of the aggregate the Cap Limitation, Special Provisions. (c) For purposes of determining the calculation of Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded, even if such materiality or Material Adverse Effect qualifications would prevent the indemnified party from otherwise declaring such representations and warranties to have been breached or to be untrue. For avoidance of doubt, an example of the application of this Section 10.4(c) is attached as Schedule 10.4(c). (d) Notwithstanding anything to the contrary contained in this Agreement, the Seller’s indemnification obligations shall not apply to any Loss arising from Purchaser’s continuation after the Closing of any business practice of the Seller prior to the Closing (e) The parties acknowledge and agree that the indemnification provisions contained in Article X shall be the sole and exclusive remedy for Losses based upon, Purchaser obtains knowledge of any attributable to or resulting from the breach or inaccuracy or breach failure to comply with any of any representationthe representations, warranty warranties, covenants or covenant agreements of Seller contained the parties in this Agreement under any theory of law or equity, except to the extent that the Seller engaged in fraud (which for this purpose only shall exclude averments of negligent misrepresentation) or a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities willful breach. No party shall be deemed entitled to have waived and forever renounced any right to assert a claim for indemnification an indemnity payment under this Article 12 for, or any other claim or cause of action under this Agreement, at law or Agreement in equity on account respect of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein Losses to the contraryextent that the amount of such Losses is reflected in the calculation of the adjustment of the Purchase Price pursuant to Sections 3.4, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered 3.5 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 Agreement3.6.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.111.1, (a) Seller shall will not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 11.1 above exceeds the Basket Limitation and, in such event, Seller shall will be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall will the liability of Seller with respect to the indemnification provided for in Section 12.1 11.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall will be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 11 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall will 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.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller Notwithstanding anything to the contrary herein, the Company shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement Parent and Purchaser and Parent shall not be obligated to indemnify Company unless and until the aggregate Losses of all amounts for which an indemnity would otherwise the Indemnitee exceeds One-Hundred-Fifty Thousand Dollars ($150,000) (the "Threshold"), and if such Losses are exceeded, only the amount of Losses above the Threshold, subject to the other limitations provided herein Agreement provided, however, that Losses arising from the items covered in Sections 1.02(a) (Assumed Liabilities), 1.02(b) (Retained Liabilities), 2.04 (Brokers), 3.17 (Brokers), 4.08 (Expenses; Proration), and 4.10 (Transfer Taxes and Recording Fees) (collectively, the "Exceptional Items") shall not be payable by Seller under subject to this Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, 7.04(a). (b) The total indemnification obligations of Company in no event this Agreement shall not exceed, in the liability of Seller with respect collective aggregate for Company, One Million Dollars ($1,000,000.00) (the "Cap"); provided, however, that (i) the Cap shall not apply to items covered in Sections 1.02(b) (Retained Liabilities), 3.08 (Title to Properties), 3.17 (Brokers), 4.08 (Expenses; Proration), and 4.10 (Transfer Taxes and Recording Fees), (the "Company Uncapped Items") and (ii) actual fraud committed by Company, shall not be subject to the indemnification provided for in Section 12.1 above exceed in Cap and such Damages shall not count towards satisfaction of the aggregate the Cap Limitation, Cap. (c) if The total indemnification obligations of Purchaser and Parent in this Agreement shall not exceed, in the collective aggregate for Purchaser and Parent, the Cap; provided, however, that (i) the Cap shall not apply to the items covered in Sections 1.02(a) (Assumed Liabilities), 2.04 (Brokers), 4.08 (Expenses; Proration), and 4.10 (Transfer Taxes and Recording Fees) (the "Purchaser Uncapped Items") and (ii) a knowing or intentional misrepresentation by Purchaser or Parent, or actual fraud committed by Purchaser or Parent, shall not be subject to the Cap and such Damages shall not count towards satisfaction of the Cap. (d) The parties hereto shall have no liability to the other parties hereto (for indemnification or otherwise) for the breach of any representation or warranty to the extent that such other party had actual knowledge at or prior to the time of Closing that such representation or warranty was not true at the time of Closing; provided, Purchaser obtains knowledge of any inaccuracy or breach of any representationhowever, warranty or covenant of Seller contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then that Purchaser and any Purchaser-Related Entities Parent shall only be deemed to have waived actual knowledge in event that Seller can establish with clear and forever renounced convincing evidence of actual knowledge by any right to assert a claim for of Anu Acharya, Subash Lingareddy or Sujata Pammi based upon written dxxxxxxxxxxxn. (x) Excxxx xxx xxxxons grounded in fraud, the parties hereto acknowledge and agree, the indemnification under provisions in this Article 12 for, or any other claim or cause VII shall be the exclusive remedy of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply Parties with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller the representations and warranties set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreement. As used in this section, fraud shall not include any claims grounded in an allegation that a representation or warranty in this Agreement was false, inaccurate or incomplete. In order to prove fraud, it shall be the burden of the party alleging fraud to establish that the acts alleged were committed intentionally and with the specific intent to defraud the other.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Party shall not have any obligation to provide indemnification under Section 9.1(a), Section 9.1(e) or Section 9.2(a) for any Losses except to the extent that the aggregate amount of all such Losses exceeds $300,000 (the “Aggregate Basket”), in which case the Sellers shall be liable under Sections 9.1(a) and 9.1(e) and Buyer shall be liable under Section 9.2(a) only for such Losses which exceed the Aggregate Basket; provided that the foregoing shall not apply to (i) the representations and warranties set forth in Sections 3.1(a) (Organization and Related Matters), 3.1(b) (Authorization), 3.1(d) (Title to Shares), 3.1(f) (No Brokers or Finders), 3.2(a) (Organization and Related Matters), 3.2(b) (Authorization), 3.2(d) (Shares), 3.2(f)(Taxes), 3.2(o)(Employee Benefits) (but only to the extent that such Losses relate directly to the Plans (expressly excluding any Plans sponsored and maintained by AdvanceMed)) and 3.2(u) (No Brokers and Finders), and (ii) claims based on actual fraud, with respect to which, in each case, all Losses in connection therewith shall be recoverable from the first dollar and shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless counted in determining whether the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Aggregate Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, has been exceeded. (b) in no event shall the liability of Seller with respect Notwithstanding anything to the contrary set forth in this Agreement, the maximum obligation of the Indemnifying Party to provide indemnification under Section 9.1(a), Section 9.1(e) or Section 9.2(a) shall be limited to an aggregate dollar amount equal to $6,200,000 (the “Aggregate Cap”); provided, however that any Losses arising out of (i) Sections 3.1(a) (Organization and Related Matters), 3.1(b) (Authorization), 3.1(d) (Title to Shares), 3.1(f) (No Brokers or Finders), 3.2(b) (Authorization), 3.2(d) (Shares), 3.2(f)(Taxes), 3.2(o)(Employee Benefits), and 3.2(u) (No Brokers and Finders) shall not be subject to the Aggregate Cap, but rather shall be limited to an aggregate dollar amount equal to the Purchase Price; (ii) Section 3.2(r) (Government Contracts), which shall not be subject to the Aggregate Cap, but instead shall, together with all Losses for which indemnification is provided pursuant to Sections 9.1(a) and 9.1(e), be limited to an aggregate dollar amount equal to $8,000,000; or (iii) claims based on actual fraud for in Section 12.1 above exceed in the aggregate the Cap Limitation, which indemnification obligations hereunder shall be unlimited. (c) if prior Notwithstanding anything to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contrary contained in this Agreement (a "Purchaser-Waived Breach"Article IX, any amount payable by the Sellers pursuant to Section 9.1(a) and nonetheless proceeds with and consummates the Closing, then Purchaser and in respect of any Purchaser-Related Entities Losses shall be deemed decreased to the extent that the amount of such Losses would equitably be considered to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred been paid as a result of breaches the existence of any covenant liability, reserve or agreement of Seller set forth other item reflected in Section 5.3, Section 5.4 or Section 10.1 of this Agreementthe Current Liabilities on the Closing Balance Sheet (it being understood that such Losses shall equitably be considered to have been paid only to the extent that they resulted in a reduction in the amounts paid by Buyer at the Closing).

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller No Indemnifying Party hereto shall not be required ------------------------------ liable to indemnify Purchaser or any Purchaser-Related Entities for Losses under this Agreement Article VI hereof unless the aggregate amount of all amounts Losses for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation andsuch Indemnifying Party would, in such event, Seller shall be responsible but for the entire amount including all amounts representing the Basket Limitationprovisions of this Section 6.5, be liable to indemnify exceeds, on an aggregate basis, One Hundred Thousand Dollars (b) in no event $100,000.00); provided, however, that such threshold shall the liability of Seller with respect not apply to matters related to title to the indemnification provided for Purchased Assets, Pre-Closing Liabilities, Post-Closing Liabilities, Taxes or any of the matters described in Section 12.1 above exceed in the aggregate the Cap Limitation5.8, (c6.1(d), Section 6.1(e), 6.1(f) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained 6.1(g) hereof. Notwithstanding anything in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation maximum indemnification liability of the Sellers and the Cap Limitation Shareholder, on the one hand; and the Buyer and the Parent on the other, shall not exceed Twelve Million Six Hundred Thirty- eight Thousand Dollars ($12,638,000.00) in the aggregate, provided that such limitations shall not apply with respect to Losses suffered matters related to title to the Purchased Assets, Pre-Closing Liabilities or incurred as a result any of breaches of any covenant or agreement of Seller set forth the matters described in Section 5.36.1(d), 6.1(e), 6.1(f) or 6.1(g) hereof, in the case of the Sellers and the Shareholder, or Post-Closing Liabilities or the obligations of the Buyer contained in Section 5.4 or Section 10.1 5.8 hereof, in the case of this Agreementthe Buyer and the Parent.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller No party shall be responsible entitled to assert any claim for indemnification pursuant to Sections 6.2(b) or 6.3(b) above unless and until the entire amount including all amounts representing of the Basket Limitation, (b) in no event shall the liability of Seller Losses sustained by such party with respect to the any individual matter exceeds $20,000. In addition, no party shall be obligated to indemnify another party with respect to any Losses pursuant to Section 6.2(b) or Section 6.3(b) as to which a party is otherwise entitled to assert any claim for indemnification provided for in Section 12.1 above exceed in unless and until the aggregate amount of the Cap Limitation, (c) if prior Losses attributable to the ClosingPurchaser Indemnitees or the Sellers Indemnitees, Purchaser obtains knowledge of any inaccuracy or breach of any representationas the case may be, warranty or covenant of Seller contained exceeds $1,360,000.00 (the “Basket Amount”); and then only to the excess of, but not including, the Basket Amount. Notwithstanding anything in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation maximum aggregate obligation of the Sellers pursuant to Section 6.2(b) shall not exceed $6,800,000.00; provided, however, that neither the limitations provided by the first two sentences of this Section 6.4(a) nor such maximum obligation shall apply to Losses caused by breaches of the representations and warranties set forth in Sections 2.1 (Organization; Corporate Power and Authorization), 3.1 (Authorization), 3.3 (Capital Stock), 4.1 (Organization; Qualification and Corporate Power), 4.3 (Capitalization; Subsidiaries) and 4.10 (Tax Matters) above, and provided, further, that the Cap Limitation limitations provided by the first and second sentences of this Section 6.4(a) shall not apply to any Loss suffered by the Purchaser Indemnitees resulting from a possible preference claim (the “Delphi Claim”) by Delco Electronics Corporation or its Affiliates or trustee representing any of them against the Company or its Subsidiaries in connection with respect to payments made under the Settlement and Release Agreement dated July 1, 2005 between the Company and Delphi Electronics Corporation or from the Lease Loss. (b) In calculating the amount of Losses suffered or incurred by a party for which indemnification is sought hereunder there shall be deducted the amount of any insurance paid to such party or otherwise actually inuring to the benefit of such party as a result of breaches any such Loss, it being agreed that each Party shall use reasonable commercial efforts to mitigate such Loss and to use reasonable commercial efforts to pursue insurance claims in connection therewith. (c) The foregoing indemnification provisions shall be the sole and exclusive remedy and procedure for all claims for breach of any covenant representation or agreement of Seller set forth warranty contained in Section 5.3, Section 5.4 or Section 10.1 of this Agreement, except in the case of fraud or intentional misrepresentation.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Notwithstanding anything to the contrary set forth in this Agreement, the Seller shall not be required liable to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller Buyer Indemnified Parties under Section 12.1 above exceeds 8.02(a) unless and until the Basket Limitation andLosses incurred by all Buyer Indemnified Parties, in such eventthe aggregate, as a result thereof exceed, in the aggregate, $585,000 (the “Deductible”), in which case the Seller shall be responsible liable for all Losses in excess of the entire amount including all amounts representing Deductible; provided that the Basket Limitation, Losses with respect to any individual breach (or series of similar breaches arising from the same underlying facts or legal basis) of a representation or warranty exceed $17,500 (the “Mini-Basket”). In no event shall the Seller be liable for any Losses under Section 8.02(a) in excess of $11,700,000 in the aggregate (the “Cap”). (b) Notwithstanding the foregoing, none of the Cap, the Mini-Basket or the Deductible shall apply to Losses in connection with the following items: (i) indemnification under Sections 8.02(b), 8.02(c) and 8.02(d), (ii) the Fundamental Representations; or (iii) claims of fraud or intentional misrepresentation; provided that in no event shall the liability Seller be liable for any Losses under this Article VIII in excess of the Purchase Price. In no event shall the Seller be liable for any Losses resulting from any intentional misrepresentations that, together with all other Losses under Section 8.02(a), exceed $58,500,000 in the aggregate. (c) No Indemnified Party shall be entitled to recover under Section 8.02 or Section 8.03, (i) for Losses that are for special, consequential, incidental, indirect, punitive or exemplary damages (other than with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitationdamages arising from any Third Party Claim), (cii) if prior to for Losses for lost profits, income or revenue or diminution in value, (iii) for Losses based upon any multiplier of the ClosingCompany’s earnings, Purchaser obtains knowledge of any inaccuracy including earnings before interest, tax, depreciation 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, amortization or any other claim valuation metric, (iv) to the extent the matter is reserved for or cause of action accrued against in the Latest Balance Sheet or the Closing Schedule and (v) for Losses for which any Indemnified Party has otherwise been compensated pursuant to any adjustments to the Purchase Price under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and Section 1.04. (d) notwithstanding The amount of any recovery by an Indemnified Party pursuant to Section 8.02 or Section 8.03 shall be net of the foreign, federal, state and/or local income Tax benefits actually realized by any Indemnified Party, as a result of the state of facts which entitled such Indemnified Party to recover from the other Party pursuant to Section 8.02 or Section 8.03. (e) The Indemnified Parties agree to use commercially reasonable efforts to pursue and collect on recovery available under, in the case of the Buyer Indemnified Parties, the post-Closing insurance policies of the Company, and, in the case of the Seller Indemnified Parties, the pre-Closing insurance policies of the Company and under claims available against any other third party based on the underlying claim asserted against the Seller or the Buyer, as the case may be. The amount of any recovery by an Indemnified Party pursuant to Section 8.02 or Section 8.03 with respect to any claim shall be reduced by the proceeds actually recovered by such Indemnified Party under such insurance policies or against such third party with respect to such claim (net of any out-of-pocket costs and expenses incurred in obtaining such insurance proceeds and any related increases in insurance costs or premiums caused as a result of such claim). If such Indemnified Party actually receives proceeds from any insurance carrier or any other third party in respect of such claim after recovering any Losses pursuant to Section 8.02 or Section 8.03, such Indemnified Party shall remit to the Seller or the Buyer, as applicable, an amount equal to the amount of such Losses up to the amount of proceeds recovered. (f) Each Indemnified Party shall use commercially reasonable actions to mitigate Losses hereunder after the date on which one or more of the Indemnified Parties becomes aware of an event, occurrence or action and that such event, occurrence or action could reasonably be expected to give rise to Losses. (g) Notwithstanding anything herein to the contrary, in no event shall any Indemnified Party be entitled to indemnification, reimbursement or other recovery for any amount to the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered extent any Indemnified Party has already been indemnified or incurred as a result of breaches of reimbursed for such amount under any covenant or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 other provision of this Agreement.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, No Indemnified Party shall assert any claim (aother than a Third Party Claim) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless for indemnification hereunder until such time as the aggregate of all amounts claims which such Indemnified Party may have against an Indemnifying Party shall exceed $17,500, at which time an Indemnified Party shall be entitled to seek indemnification for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds all claims pursuant to this Article 12, but only to the Basket Limitation andextent such claims, in such eventthe aggregate, Seller exceed $17,500. For purposes of the preceding sentence, UniCapital and the Newcos shall be responsible for considered to be a single Indemnifying and Indemnified Party and the entire amount including all amounts representing the Basket LimitationPartners shall be considered to be a single Indemnifying and Indemnified Party. Notwithstanding any other term of this Agreement, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall Partner be deemed to have waived and forever renounced any right to assert a claim for indemnification liable under this Article 12 for, or any other claim or cause for an amount which exceeds the aggregate value (determined at the Closing Date) of action the Consideration received by such Partner under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and (d) notwithstanding . Notwithstanding anything herein to the contrarycontrary contained in this Agreement, the Basket Limitation and the Cap Limitation limitations upon indemnification contained in this Section 12.5 shall not apply with respect to Losses suffered or incurred as a result arising out of breaches (i) any breach of the representations and warranties of the Partners contained in Sections 6.3, 6.5, 6.14, 6.27 and 6.33 hereof, (ii) litigation expenses net of applicable reserves reflected on the balance sheets of the Partnership at the Audited Balance Sheet Date and (iii) any covenant or agreement of Seller set forth in Material Adverse Amendments pursuant to Section 5.3, Section 5.4 or Section 10.1 of this Agreement8.14 hereof.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller Notwithstanding anything in this Agreement to the contrary, in no event shall (i) the cumulative indemnification obligations of the Securityholders under Section 10.2(a), on the one hand, or the Parent under Section 10.2(b), on the other hand, in the aggregate exceed an amount equal to the Escrow Amount (the “Total Cap”); provided, however, that the limitation contemplated by this Section 10.3(a) will not be required applicable to indemnify Purchaser or (1) breaches of the Specified Representations, (2) breaches of the covenants set forth in Section 6.1(b)(iv), Section 6.1(b)(xii), Section 6.1(b)(xiii), Section 6.1(b)(xiv) and Section 6.22 (Restrictive Covenants) and (3) any Purchaser-Related Entities under Liability Taxes (clauses (1), (2) and (3), collectively the “Unrestricted Claims ”) and (ii) the aggregate amount of Losses paid by any Securityholder pursuant to Section 10.2(a) exceed the amount of merger consideration actually received by such Securityholder pursuant to Article II of this Agreement with respect to its Company Capital Stock. (b) Notwithstanding anything in this Agreement to the contrary, no indemnification claims for Losses shall be asserted by the Securityholder Indemnitees or the Parent Indemnitees, respectively, under Article X for breaches of representations and warranties unless (i) any individual Loss or group or series of related Losses exceed $50,000 (such Loss or group or series of related Losses that does not exceed $50,000, the “DeMinimis Losses”), and (ii) the aggregate amount of all amounts for which an indemnity Losses that would otherwise be payable by Seller under Section 12.1 above exceeds 10.2(a) and Section 10.2(b), respectively (which shall not include for such purposes DeMinimis Losses), exceed an amount equal to $3,000,000 (the “Basket Amount”), whereupon the Securityholder Indemnitee or the Parent Indemnitee, as the case may be, shall be entitled to receive only amounts for Losses in excess of the Basket Limitation andAmount up to the Total Cap, except as set forth in Section 10.3(a). (c) The cumulative indemnification obligations of the Securityholders under Section 10.2(a) (other than as set forth in Section 10.3(a)) shall be recoverable solely from the Escrow Amount. The Parent agrees and acknowledges on behalf of itself and the Parent Indemnitees, that, except as set forth in Section 10.3(a), a Parent Indemnitee may only assert any claim for indemnification under Article X against the then available Escrow Amount in accordance with the terms of the Escrow Agreement. The Parent agrees and acknowledges on behalf of itself and the Parent Indemnitees, that: (i) a Parent Indemnitee must first assert any claim for indemnification under Article X against the then available Escrow Amount in accordance with the terms of the Escrow Agreement and (ii) if the amount recoverable by a Parent Indemnitee in respect of a breach of a Securityholder Representation, Securityholder Covenant, Company Representation or Company Covenant, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller each case with respect to any Unrestricted Claim, exceeds the amount of the then available Escrow Amount or if the Escrow Agreement has terminated pursuant to its terms, then (A) a Parent Indemnitee shall assert such claim solely against that Securityholder who is in breach of the Unrestricted Claim, and no other Securityholder shall have any liability with respect to such Unrestricted Claim, and (B) in the case of an Unrestricted Claim that is a Company Representation or a Company Covenant, against the Securityholders on a several basis (and not on a joint or joint and several basis), for each such Securityholders’ Escrow Pro Rata Percentage of the amount of Losses not recovered by such Parent Indemnitee from the then available Escrow Amount. (d) Notwithstanding anything to the contrary contained herein, the limitations on the indemnification provided obligations of the parties hereto shall not apply to claims based on fraud or intentional breaches of any representation, warranty, covenant or obligation. Under no circumstances shall any Indemnitee be entitled to be indemnified for special, consequential or punitive damages, including multiple of earnings or profits theory, business interruptions, or loss of business opportunity or reputation damages. The party seeking indemnification under this Article X shall use its commercially reasonable efforts to mitigate any Loss which forms the basis of an indemnification claim hereunder. (e) No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant or condition specifically waived in Section 12.1 above exceed in writing by the aggregate the Cap Limitation, (c) if other party on or prior to the Closing, Purchaser obtains and (ii) for any Losses for which a Claims Notice was not duly delivered prior to the applicable Cut-Off Date. (f) Notwithstanding anything to the contrary contained herein, the representations and warranties of the Company and the Securityholders contained herein shall not be affected by any investigation conducted for or on behalf of, or any knowledge of possessed or acquired at any inaccuracy time by, the Parent or breach its Affiliates, employees, or representatives concerning any circumstance, action, omission or event relating to the accuracy or performance of any representation, warranty warranty, covenant or covenant of Seller contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply obligation 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.thereto

Limitations on Indemnification. 12.4.1 Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, but subject to the Basket Limitation and other provisions of this Section 12.4, (a) no Seller other than the Cap Limitation Corporate Sellers shall not apply have any obligation to indemnify any other Person pursuant to this Article 12, except as provided pursuant to Section 12.1.2, (b) subject to Section 12.4.2, the obligation of any Corporate Seller to indemnify any Indemnified Party with respect to Losses suffered any Claim pursuant to Section 12.1.1, 12.1.3, 12.1.4, 12.1.5, 12.1.6 or 12.1.8 shall be limited (x) with respect to Vivendi to an amount equal to 70.33% of the aggregate amount of Damages that are the subject of such Claim incurred as by all members of the Buyer Indemnified Group and (y) with respect to Marubeni to an amount equal to 29.67% of the aggregate amount of Damages that are the subject of such Claim incurred by all members of the Buyer Indemnified Group and (c) the obligation of any Seller other than a Corporate Seller to indemnify any Indemnified Party pursuant to Section 12.1.2 shall be limited to the aggregate consideration received by such Seller under this Agreement and the Put and Call Agreement 12.4.2 Notwithstanding anything herein to the contrary, but subject to the other provisions of this Section 12.4, the Corporate Sellers shall have no liability to indemnify any member of the Buyer Indemnified Group pursuant to Section 12.1.1 and 12.1.8 for any Damages which directly or indirectly arise out of or are a result of breaches or relate to any breach of any covenant representations or agreement warranties of Seller set forth the Company contained in Section 5.3Article 3 to the extent such Damages would exceed, Section 5.4 or Section 10.1 in the aggregate for all Corporate Sellers, $682.0 million. 12.4.3 Notwithstanding anything herein to the contrary, but subject to the other provisions of this AgreementSection 12.4, no Indemnifying Party shall have any liability to indemnify any Indemnified Party for Damages pursuant to: (i) Section 12.1.1(i); (ii) Section 12.1.2 (i) insofar as it relates to the representation and warranties contained in Sections 4.1, 4.2, 4.3 and 4.5; or (iii) Section 12.1.5; unless and until, in the case of clauses (i) through (iii), the amount of all such Damages in the aggregate exceeds $15.0 million, in which case the Indemnifying Parties shall be liable in the aggregate only for the amount of such excess. 12.4.4 This Article 12 shall be effective as of the Closing. Notwithstanding anything herein to the contrary, but subject to the other provisions of this Section 12.4, after the Closing no person shall have any right to indemnification or other right to recovery with respect to this Agreement and the transactions contemplated hereby except pursuant to this Article 12. 12.4.5 Notwithstanding anything herein to the contrary, but subject to the other provisions of this Section 12.4, no party shall have any indemnification obligation to any other Person with respect to any Damages (a) to the extent that a reserve or allowance for such Damages is recorded on the Closing Balance Sheet or (b) consisting of incidental, indirect, consequential or punitive damages, or damages for lost profits, other than Damages consisting of incidental, indirect, consequential or punitive damages, or damages for lost profits, payable by an Indemnified Party to a third party that is not an Indemnified Party. Section

Limitations on Indemnification. Notwithstanding Except in the foregoing provisions case of Section 12.1fraud or an intentional misrepresentation, as to which Claims may be brought without limitation as to time or amount: (a) Seller Survival Period. No claim or action shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller brought under Section 12.1 above exceeds 11.01(a) or 11.02(a), as the Basket Limitation andcase may be, for breach of or inaccuracy in such eventa representation or warranty after the date which is equal to September 15, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller 2015 with respect to the indemnification representations and warranties provided in connection with the Initial Closing or eighteen (18) months after the Second Closing Date with respect to the representations and warranties provided in connection with the Second Closing. Notwithstanding the foregoing or any other provision of this Agreement: (i) The foregoing time limitations shall not apply to any claim or action brought for breach of or inaccuracy in any representation or warranty made in or pursuant to Section 12.1 above exceed 7.01 (Organization and Qualification), Section 7.02 (Authorization of Agreement; Validity of Agreement; Necessary Action), Section 7.03 (No Conflict; Required Consents and Filings), Section 7.11(a) (Title to Assets), Section 7.22 (Brokerage and Finders Fees), Section 8.01 (Organization, Good Standing and Qualification), Section 8.02 (Capital Structure), Section 8.04 (Corporate or Limited Liability Company Authority) and/or Section 8.13 (Brokers and Finders) (collectively, the "Fundamental Representations"), and Sellers and the Equity Owner, on the one hand, and Vertex and Buyers, on the other hand, hereby waive all applicable statutory limitation periods with respect thereto. (ii) A claim or action brought for breach of or inaccuracy in any representation or warranty made in or pursuant to Section 7.13 (Compliance with Environmental Laws) and Section 7.14 (Taxes) (collectively, the aggregate "Surviving Representations") may be brought until the Cap Limitation, date that is 30 days after the expiration of all applicable statutes of limitation under applicable Laws related thereto (cincluding extensions or waivers thereof). (iii) if Any claim or action made by an Indemnified Party by providing the Indemnifying Party with written notice of an alleged breach of or inaccuracy in a representation or warranty prior to the Closingexpiration of the survival period for such claim or action, Purchaser obtains knowledge of any inaccuracy or breach of any representationif any, warranty or covenant of Seller contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, or any other claim or cause preserved despite the subsequent expiration of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and (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 Agreementsurvival period.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller Notwithstanding any other provision of this Article IX, the Stockholders shall not be required to indemnify Purchaser liable under Section 9.2(a)(i) or any Purchaser-Related Entities under this Agreement 9.2(b)(i), unless and until the aggregate amount of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above liability thereunder exceeds $400,000, and thereafter the Basket Limitation and, in such event, Seller indemnified party shall be responsible entitled to indemnification thereunder only for the entire aggregate amount including all amounts representing of such liability in excess of such amount; provided that the Basket Limitationforegoing limitations shall not apply to liability for a -------- breach of the representations or warranties in Sections 3.1, 3.2, 3.3, 3.28, 4.1 and 4.2 and to any fraudulent breach of representations or warranties. (b) in no event Notwithstanding any other provision of this Article IX, (i) Buyer shall not be liable under Section 9.3(a)(i) unless and until the aggregate amount of liability of Seller (after taking into account any insurance proceeds actually paid with respect thereto) thereunder exceeds $400,000, and thereafter the indemnified party shall be entitled to indemnification thereunder only for the aggregate amount of such liability in excess of such amount; provided that the -------- foregoing limitations shall not apply to liability for a breach of the representations or warranties in Sections 5.1, 5.2 and 5.6 and to any fraudulent breach of representations and warranties, (ii) for a period of three years following the Closing Date, the maximum amount for which the Stockholder Indemnified Parties shall be entitled to indemnification provided for in under Section 12.1 above exceed 9.3 shall be $12,500,000 in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 Breachaggregate, and (diii) notwithstanding anything herein to beginning on the contrarythird anniversary of the Closing Date, the Basket Limitation maximum amount for which the Stockholder Indemnified Parties shall be entitled to indemnification under Section 9.3 shall be reduced from $12,500,000 to $5,000,000 in the aggregate; provided, however, that the -------- ------- maximum liability of $5,000,000 during such period shall be increased by the amount of (i) any indemnification claims by any Stockholder Indemnified Party satisfied by Buyer during the period beginning on the Closing Date and ending on the Cap Limitation shall not apply with respect to Losses suffered or incurred third anniversary of the Closing Date and (ii) any indemnification claims made by any Stockholder Indemnified Party that is pending as a result of breaches the third anniversary of any covenant or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreementthe Closing Date.

Limitations on Indemnification. Notwithstanding A party’s indemnity obligations under this ARTICLE 10 shall be subject to the foregoing provisions of Section 12.1, following limitations: (a) Seller The maximum aggregate liability of the Sellers for Buyer Damages for any matter described under Section 10.1 shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate (in each case taken together with any other matters under Section 10.1 that may have been subject to indemnification hereunder) Fifteen Million Dollars ($15,000,000); provided, however, that, with respect to Buyer Damages arising out of a breach of the Cap Limitationrepresentations and warranties under Section 4.8 or 4.20 or any matter described under Section 10.1(d) or 10.1(f), or, to the extent relating to the breach or non-performance of any of the foregoing, Section 10.1(a) or 10.1(g), the maximum aggregate liability of the Sellers for such Buyer Damages shall not exceed in the aggregate (in each case taken together with any other matters under Section 10.1(a) that may have been subject to indemnification hereunder) Thirty Million Dollars ($30,000,000); provided further, however, that, with respect to Buyer Damages arising out of a breach of the representations and warranties under Section 3.1, 3.2, 3.5, 4.1, 4.3, 4.5, or 4.27, a breach of the covenants under Section 6.5 or any matter described under Section 10.1(b), 10.1(c) or 10.1(e), or, to the extent relating to the breach or non-performance of any of the foregoing, Section 10.1(a) or 10.1(g), the maximum liability of any Seller for such Buyer Damages shall not exceed the portion of the Closing Price actually received by the applicable Seller. Except with respect to Buyer Damages arising out of fraud or a breach of the representations and warranties under Section 3.1, 3.2, 3.5, 4.1, 4.3, 4.5, 4.8, 4.20, or 4.27, which shall not be subject to the Minimum Claim Amount or the Deductible, the Sellers shall not have any liability to the Buyer Indemnified Persons with respect to Buyer Damages arising out of any of the matters referred to in Section 10.1(a) until such time as the amount of all such liability shall exceed in the aggregate One Million Dollars ($1,000,000) (the “Deductible”), in which case the Sellers shall thereafter, subject to the limits on liability provided in this Section 10.3(a), be liable for all such Buyer Damages in excess of the Deductible; provided, however, that no claim or series of related claims for Buyer Damages arising out of any of the matters referred to in Section 10.1(a) which are subject to the Deductible shall be applied against the Deductible unless the amount of liability to the Buyer Indemnified Persons arising out of any such claim or series of related claims is in excess of Twenty Five Thousand Dollars ($25,000) (the “Minimum Claim Amount”). Notwithstanding anything to the contrary in this Agreement, the maximum liability of any Seller for Buyer Damages for any matter described under Section 10.1 shall not exceed the lesser of (i) the respective amounts set forth herein and (ii) the portion of the Closing Price actually received by such Seller. (b) The maximum liability of the Buyer for Seller Damages for any matter described under Section 10.2 shall not exceed in the aggregate (in each case taken together with any other matters under Section 10.2 that may have been subject to indemnification hereunder) Fifteen Million Dollars ($15,000,000); provided, however, that, with respect to Seller Damages arising out of a breach of the representations and warranties under Section 5.1, 5.2, 5.5 or 5.8, or any matter described under Section 10.2(b), 10.2(c), 10.2(d), 10.2(e) or 10.2(f) or, to the extent relating to the breach or non-performance of any of the foregoing, Section 10.2(a) or 10.2(g), the maximum liability of Buyer for such Seller Damages shall not exceed the Closing Price. Except with respect to Seller Damages arising out of out of fraud or a breach of the representations under Section 5.1, 5.2, 5.5 or 5.8, which shall not be subject to the Minimum Claim Amount or the Deductible, the Buyer shall have no liability to the Seller Indemnified Persons with respect to Seller Damages arising out of any of the matters referred to in Section 10.2(a) until such time as the amount of all such liability of the Buyer shall collectively exceed the Deductible, in which case the Buyer shall thereafter, subject to the limits on liability provided in this Section 10.3(b), be liable for all such Seller Damages in excess of the Deductible; provided, however, that no claim or series of related claims for Seller Damages arising out of any of the matters referred to in Section 10.2(a) which are subject to the Deductible shall be applied against the Deductible unless the amount of liability to the Seller Indemnified Persons arising out of any such claim or series of related claims is in excess of the Minimum Claim Amount. (c) if prior Notwithstanding anything to the Closingcontrary in this Agreement, Purchaser obtains knowledge of neither any inaccuracy Seller or the Buyer or MFRM shall be liable for any breach of the representations and warranties contained in Section 4.30 or 5.9, respectively, except in connection with a claim alleging a violation of federal or state securities Laws. (d) All materiality qualifications (including Seller Material Adverse Effect and Buyer Material Adverse Effect qualifications) in the representations and warranties will be disregarded for purposes of determining a Person’s right to indemnification or calculating Damages under this ARTICLE 10. (e) Neither the Buyer Indemnified Persons nor the Seller Indemnified Persons shall be entitled to recover more than once for any Damages that may have resulted from the breach of a representation, warranty warranty, covenant or covenant of Seller agreement contained in this Agreement from the occurrence of a single event. (a "Purchaser-Waived Breach"f) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding Notwithstanding anything contained herein to the contrary, the Basket Limitation and the Cap Limitation foregoing limitations shall not apply with respect to Losses suffered in the case of a determination of fraud by a final and non-appealable order or incurred as judgment of a result court of breaches competent jurisdiction. (g) Damages in each case shall be net of the amount of any covenant or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreementinsurance proceeds actually recovered by a party.

Limitations on Indemnification. (i) For purposes of this Agreement, the term “Core Representations” means the representations made in the following Sections of this Agreement: 3.1 (Capitalization; Status and Qualification), 3.2 (Authorization; Approval), 3.15 (Taxes), 3.16 (Employees; Benefits), 3.20 (Broker’s or Finder’s Fees), 3.21 (Representations Regarding Parent Common Stock), 4.1 (Structure; Status), 4.2 (Authority; No Conflict), 4.3 (Broker’s or Finder’s Fees), and 4.5 (Authorized Parent Common Stock). (ii) Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under anything contained in this Agreement unless to the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, contrary: (bX) in no event shall the liability Stockholder or Principals be liable for Parent Losses pursuant to clause (i) of Seller with respect to the indemnification provided for in Section 12.1 above exceed in 5.2(a) hereof until the aggregate amount of such Parent Losses exceeds $25,000, in which case Stockholder and Principals shall be liable for all of such Parent Losses; and (Y) in no event shall Parent be liable for Stockholder Losses pursuant to clause (i) of Section 5.2(b) hereof until the Cap Limitationaggregate amount of such Stockholder Losses exceeds $25,000, (c) if prior in which case Parent shall be liable for all of such Stockholder Losses; provided, however, that the limitation contained in this Section shall not apply to Parent Losses or Stockholder Losses, as the Closingcase may be, Purchaser obtains knowledge arising out of or resulting from fraud or any inaccuracy or breach of any representation, warranty or covenant of Seller a Core Representation. (iii) Notwithstanding anything contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary: (X) in no event shall Stockholder or Principals be liable for Parent Losses pursuant to clause (i) of Section 5.2(a) hereof in an aggregate amount in excess of $500,000 ; and (Y) in no event shall Parent be liable for Stockholder Losses pursuant to clause (i) of Section 5.2(b) hereof in an aggregate amount in excess of $500,000; provided, however, that the Basket Limitation and the Cap Limitation limitation contained in this Section shall not apply to Parent Losses or Stockholder Losses, as the case may be, arising out of or resulting from fraud or any breach of a Core Representation. (iv) Notwithstanding anything contained in this Agreement to the contrary: (X) in no event shall Parent be liable for Stockholder Losses pursuant to clause (v) of Section 5.2(b) hereof in an aggregate amount in excess of $100,000; and (Y) in no event shall Parent be liable pursuant to Section 5.2(b) hereof for any out-of-pocket costs or attorneys’ fees incurred by any member of the Stockholder Group in connection 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 AgreementTransaction Tax Costs.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller The right of Buyer Indemnified Parties to indemnification under Section 8.1(a) shall be subject to the following provisions: (i) Indemnification with respect to all Buyer Indemnifiable Claims shall expire twelve (12) months after the Closing; provided, however, that the limitations of this clause 8.3(a) (i) shall not apply to: (A) Buyer Indemnifiable Claims (1) involving or arising from fraud or intentional misrepresentation, (2) arising under Sections 8.1(b) (including, -55- 57 without limitation, where the underlying claim results from a breach of the covenants in Sections 5.14, except as otherwise provided in clause (4) below, or Section 8.1(c)), or (3) arising under Section 8.1(a) if the underlying claim results from a breach of the representations and warranties in Sections 2.1(h), 2.1(v), or 2.1(w), for which the period for making such claims shall expire on the date which is three (3) months after the termination of the applicable statute of limitations, including any extension thereof, relating thereto or (4) from a breach of the representations and warranties in Section 2.1(h)(ii)(M) for which the period for making such claims shall expire in accordance with Section 5.14(a); or (B) Buyer Indemnifiable Claims arising under Section 8.1(a), if the underlying claim results from a breach of the representations and warranties made in Sections 2.1(b), 2.1(c), 2.1(d), 2.2(b), 2.2(c), 2.3(b), 2.3(c) or 2.3(e) for which the period for making such claims shall be indefinite. (ii) If prior to the relevant date of expiration a specific state of facts shall have become known which may constitute or give rise to any Buyer Indemnifiable Claim as to which indemnity may be payable and a Buyer Indemnified Party shall have given notice of such facts to BIB or any such Stockholder, as the case may be, then the right to indemnification with respect thereto shall remain in effect without regard to when such matter shall have been finally determined and disposed of, according to the date on which notice of the applicable claim is given. (iii) No indemnification shall be payable to Buyer Indemnified Parties with respect to Buyer Indemnifiable Claims not involving fraud or intentional misrepresentation if such Buyer Indemnifiable Claims arise solely under Section 8.1(a) unless the total of all Buyer Indemnifiable Claims shall exceed $500,000 (the "Basket") in the aggregate, whereupon the amount of such claims in excess of $500,000 shall be recoverable in accordance with the terms hereof. The Basket shall not be required applicable to Buyer Indemnifiable Claims resulting from fraud or intentional misrepresentation or arising under Sections 8.1(b), 5.14 or 8.1(c). The Basket also shall not be applicable to amounts recoverable under Section 8.1(a) if the underlying claim arises as a result of a breach of the representations and warranties in Sections 2.1(b), 2.1(c), 2.1(d), 2.2(b), 2.2(c), 2.3(b), 2.3(c), 2.3(e), 2.1(h), 2.1(v) or 2.1(w). (iv) None of BIB or Parent shall be obligated to indemnify Purchaser Buyer Indemnified Parties in respect of Buyer Indemnifiable Claims not involving fraud or any Purchaser-Related Entities intentional misrepresentation if such Buyer Indemnifiable Claims arise solely under this Agreement unless Sections 8.1(a) or 5.14(a) after the aggregate cumulative amount of all amounts for which an indemnity would otherwise Buyer Indemnifiable Claims exceeds $20,000,000 ("Maximum Liability Amount"). The limitations on liability of the Maximum Liability Amount shall not be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller applicable to and shall be responsible for calculated exclusive of any recovery under (A) Buyer Indemnifiable Claims arising under Sections 8.1(b) (including, without limitation, where the entire amount including all amounts representing underlying claim results from a breach of the Basket Limitationcovenants in Sections 5.14(b), (bc), (d), (e), (f) or (g), but not including Section 5.14(a)) or 8.1(c) or (B) amounts recoverable under Section (a) if the underlying claim arises as a result of a breach of the representations and warranties in no event Sections 2.1(b), 2.1(c), 2.2(b), 2.2(c), 2.3(b), 2.3(c), 2.3(e). (v) Any indemnification payable with respect to a Buyer Indemnifiable Claim shall be (A) net of any insurance proceeds actually received by Buyer, SMI or the liability Company with respect to such Loss and (B) net of Seller any tax benefits actually realized (through receipt of a refund or actual reduction of tax liability) as a result of (i.e. which would not have been received or credited but for) the Loss to which such indemnification payment relates. Notwithstanding the foregoing, the provisions of this Section 8.3(a)(v) shall not apply to claims arising with respect to the indemnification provided for breach of the representation in Section 12.1 above exceed 2.1(h)(ii)(M) or a decrease in tax basis of any category of assets addressed in that representation, in each case which shall be governed by Section 5.14(a). (b) Notwithstanding anything to the contrary in the aggregate foregoing section, except for a claim of infringement of proprietary rights with respect to any Intellectual Property, none of BIB, or Parent shall in any event be liable to any Buyer Indemnified Party for any consequential, special or indirect damages suffered by any Buyer Indemnified Party under any provision of this Agreement, even if advised of the Cap Limitation, possibility of such. (c) if Except to the extent any Losses are incurred by the Buyer Indemnified Party resulting from any fraudulent or intentional misrepresentation by any of the Sellers, SMI or the Company (prior to the ClosingClosing Date in the case of SMI or the Company), Purchaser obtains knowledge the sole and exclusive monetary remedy 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply Buyer Indemnified Party with respect to Losses suffered or incurred as a result any and all claims relating to the subject matter of breaches of any covenant or agreement of Seller this Agreement shall be pursuant to the indemnification provisions set forth in Section 5.35.14 and in this Article 8. In furtherance of the foregoing, Section 5.4 each Buyer Indemnified Party hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against BIB, each Seller, or Section 10.1 Parent arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). Notwithstanding the foregoing, nothing in this AgreementAgreement shall operate as a waiver of any right or remedy that any Buyer Indemnified Party may have under Environmental Laws with respect to real property currently or formerly owned, operated or leased by The Kaplxx Xxxst.

Limitations on Indemnification. Notwithstanding anything to ------------------------------ the foregoing provisions of contrary in this Section 12.1, 11.1: ------- (ai) Seller An Indemnifying Party shall not be required to indemnify Purchaser or any Purchaser-Related Entities have no indemnity obligations under this Section 11.1 with respect to any Claims for breaches of ------- representations or warranties in this Agreement unless until the aggregate amount of all amounts for Claims against such Indemnifying Party exceeds Five Million (5,000,000) SEK, at which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds time the Basket Limitation and, in full amount of all Claims against such event, Seller Indemnifying Party shall be responsible for the entire amount including all amounts representing the Basket Limitation, due without regard to such threshold amount; (bii) in In no event shall the liability of Seller either Party's indemnity obligations under this Section 11.1 with respect to the indemnification provided any Claims for breaches of ------- representations or warranties in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to except for 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 representations set forth in Section 5.34.3, exceed Twenty Million (20,000,000) SEK plus the amount ------- received by Seller pursuant to Sections 2.2(b) and (c) hereof; -------- (iii) In no event shall either Party's indemnity obligations under this Section 5.4 11.1 with respect to any Claims for breaches of ------- representations or warranties in this Agreement apply to any Claim first asserted after the applicable survival period set forth for such Claim in Section 10.1 11.3; ------- (iv) In no event shall Seller's indemnity obligations under this Section 11.1 with respect to any Claims for breaches of the ------- representations or warranties in Section 4.3 of this AgreementAgreement exceed the Total ------- Consideration agreed to be paid to Seller. (v) The Seller's indemnity obligations under this Section ------- 11.1 with respect to any Claims (x) for breaches of the representations and warranties of the Seller in

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Purchaser Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, (in such event, Seller which event Seller’s indemnity shall be responsible for the entire amount including all amounts representing the Basket Limitationsuch amounts), (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above (1) for breach of any Real Property Representation or for breach of any Partnership Representation not listed in the following clause (b)(2) exceed in the aggregate the Real Property Cap Limitation, and (2) for breach of any Partnership Representation set forth in Section 5.1(b)(i), (ii), (iii), (viii), (xii), (xiii), (xv)(1) or (xvi) exceed the Partnership Cap Limitation, (c) if 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-“Purchaser Waived Breach"”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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-Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation, the Real Property Cap Limitation and the Partnership 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 5.35.3(g), Section 5.4 6.3, Section 6.4, or Section 10.1 11.1 of this Agreement.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller An Indemnifying Party shall not have any liability under Section 10.2(ii), Section 10.2(iii), Section 10.3(ii) or Section 10.3(iii) (except with regard to Buyer’s obligations to pay the Purchase Price) unless the aggregate amount of Losses incurred by the Indemnified Party and indemnifiable thereunder arising out of, resulting from, related to or associated with the breach of the representations, warranties, covenants or agreements exceeds $650,000 (Six Hundred and Fifty Thousand Dollars) (the “Basket”) and, in any event, only the aggregate amount of such Losses in excess of the Basket shall be indemnifiable hereunder. (b) Neither Seller nor Buyer shall be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller person under Section 12.1 above exceeds 10.2(ii), Section 10.2(iii), Section 10.3(ii) or Section 10.3(iii) (except with regard to Buyer’s obligations to pay the Basket Limitation andPurchase Price) for an aggregate amount of Losses exceeding $6,500,000 (Six Million Five Hundred Thousand Dollars) (the “Cap”) in connection with Losses related to the breach of any of the representations, in such eventwarranties, covenants or agreements of Seller or Buyer, respectively; provided, that there shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller Cap with respect to Losses related to the indemnification provided for breach of any of the representations and warranties set forth in Section 12.1 above exceed in the aggregate the Cap LimitationSections 4.2(a), 4.2(b), 4.4, 4.5(a), 5.2(a), 5.2(b), 5.4 and 5.6. (c) if An Indemnifying Party shall not have any liability under Section 10.2(ii), Section 10.2(iii), Section 10.3(ii) or Section 10.3(iii) (except with regard to Buyer’s obligations to pay the Purchase Price) for any Losses unless an Indemnified Party shall have delivered to the Indemnifying Party a claim in accordance with Section 10.4 identifying such Losses (and stating in reasonable detail the basis of the claim for indemnification and the Section or Sections of this Agreement providing for such indemnification with regard to such Losses) prior to the Closingtermination of the Survival Period, Purchaser obtains knowledge provided, that the provisions of any inaccuracy or this Section 10.7(c) shall not apply to Losses related to the breach of any representationof the representations and warranties set forth in Sections 4.2(a), warranty 4.2(b), 4.4, 4.5(a), 5.2(a), 5.2(b), 5.4 and 5.6. (d) For purposes of indemnification under Section 10.2(ii), Section 10.2(iii), Section 10.3(ii) or covenant of Seller Section 10.3(iii), except for indemnification for matters addressed by Sections 4.2(a), 4.2(b), 4.4, 4.5(a), 5.2(a), 5.2(b), 5.4 and 5.6, qualifications in the representations, warranties, covenants and agreements contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities as to “materiality” or “Business Material Adverse Effect” shall be deemed to have waived and forever renounced any 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 given no effect in equity on account determining the amount of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or Loss incurred as a result of breaches breach of any a representation, warranty, covenant or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreement. For the avoidance of doubt, such qualifications shall be given effect in determining whether or not a breach of any such provisions has occurred.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless liable only for those Damages that in the aggregate are in excess of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds 1.0% of the Basket Limitation andAggregate Consideration (the “Deductible Amount”), in and then only to the extent of any such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in excess. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 9.1(i) exceed 15% of Seller the Aggregate Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.1, Section 3.2, Section 3.4, Section 3.14, Section 3.16 and Section 3.17 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4 and Section 3.16 provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.16 shall not exceed the amount of the Aggregate Consideration. (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of any such excess. In no event shall the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Aggregate Consideration. (c) Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, 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. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the extent relating to an inaccuracy, violation or breach of a representation or warranty in Section 3.1(b) or in Sections 3.5 through 3.16) relating to Damages suffered or incurred by the Partnership Indemnified Parties, attributable to any CIG Entity or SNG Entity or its assets, businesses or operations shall be limited to a proportionate share of such Damages equal to 30% and 15%, respectively. (e) The Parties agree that the CIG Contributing Parties are solely responsible and liable on a joint and several basis with respect to the any indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior or payment obligation pursuant 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for9 relating to Damages suffered or incurred by the Partnership Indemnified Parties associated with any of the CIG Entities’ assets, businesses or any other claim or cause of action under this Agreement, at law or in equity operations and that the SNG Contributing Parties are solely responsible and liable on account of any such Purchaser-Waived Breach, a joint and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply several basis with respect to Losses any indemnification or payment obligation pursuant to this Article 9 of the Contributing Parties relating to Damages suffered or incurred as a result by the Partnership Indemnified Parties associated with any of breaches the SNG Entities’ assets, businesses or operations. The Parties agree that the Contributing Parties are jointly and severally liable for any indemnification or payment obligation pursuant to this Article 9 of the Contributing Parties relating to any covenant remaining Damages suffered or agreement of Seller set forth in Section 5.3incurred by the Partnership Indemnified Parties that are not directly attributable to any CIG Entity, Section 5.4 SNG Entity or Section 10.1 of this Agreementtheir respective assets, businesses or operations.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Notwithstanding anything in Section 9.2 to the contrary: (i) the Seller Indemnifying Party shall not be required obligated to indemnify Purchaser provide indemnification for Losses in respect of claims made by Buyer or any Purchaser-Related Entities an Affiliate under this Agreement unless Section 9.2 above except to the extent (A) the total of all Losses in respect of claims made by Buyer or its Affiliates for indemnification, other than as relates to Section 3.11, Section 6.4(a) and Section 6.4(b), shall exceed US$1,500,000 in the aggregate (the “General Deductible”), and (B) with respect to Section 3.11, Section 6.4(a) and Section 6.4(b), the total of all amounts Losses in respect of claims made by Buyer or its Affiliates for which an indemnity would otherwise indemnification relating to such Section 3.11, Section 6.4(a) and Section 6.4(b), shall exceed US$1,500,000 in the aggregate (the “Tax Deductible”), in each case (A) and (B) whereupon the total amount of such Losses in excess of the General Deductible or Tax Deductible, as applicable, shall be recoverable by Buyer and its Affiliates in accordance with the terms hereof, and (ii) the maximum aggregate amount payable by the Seller Indemnifying Party to Buyer and its Affiliates for Losses in respect of claims made by Buyer and its Affiliates for indemnification under Section 12.1 above exceeds 9.2 shall not exceed the Basket Limitation andamount which equals (in U.S. dollars) 5% (five percent) of the Base Purchase Price (the “Cap”); provided, in however, that Buyer shall not be subject to such eventlimitations for Losses actually incurred as a result of fraud by a Seller, Seller or pursuant to Sections 3.2, Section 3.11, Section 4.5, Section 6.4(a), Section 6.4(b), this Section 9.4(a), and Section 5 of Exhibit H, and the General Deductible and Tax Deductible shall be responsible for not apply again to the entire amount including all amounts representing the Basket Limitation, first sentence of Section 3.7 (to avoid double counting). (b) All representations and warranties of Sellers in no event shall the liability of Seller with respect to the indemnification provided for this Agreement, other than those included in Section 12.1 above exceed 3.10 shall be construed as if the terms “material” and “in all material respects”, “Material Adverse Effect”, (and in each case variations thereof) and any reference were omitted from such representations and warranties solely for the aggregate the Cap Limitation, purposes of calculating amounts set out in this Article IX. (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding Notwithstanding anything herein to the contrary, the Basket Limitation Parties agree that Buyer and/or Affiliate will not be entitled to present any claim for indemnification from the Seller Indemnifying Party for any Loss resulting from the disallowance of Tax Losses available for carry-forward at the level of the Companies and Company Subsidiaries, as shown in 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 AgreementCompanies’ and Companies Subsidiaries’ Tax Returns.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) The aggregate liability of the Seller shall in respect of Section 8.2(a)(i) and (iv) will not exceed fifteen percent (15%) of the sum of (x) the Purchase Price and (y) if earned, the Earn Out Payment (the “Seller R&W Cap”). Notwithstanding the foregoing, the Seller R&W Cap will not be required applicable to indemnify any 43 breach or inaccuracy arising under any of the following, and no Damages arising under any of the following will be subject to or count against the Seller R&W Cap: Section 3.1(a), (c), (e), (f), (g) and (h) (Due Organization; Subsidiaries), Section 3.3 (Capitalization), Section 3.4 (Seller Authority; Binding Nature of Agreements), Section 3.18 (Tax Matters), or Section 3.24 (Certain Fees) (collectively, the “Seller Fundamental Representations”). (b) The maximum liability of the Seller in respect of Section 8.2(a) in the aggregate will not exceed the Purchase Price (the “Seller Aggregate Cap”). (c) The aggregate liability of the Purchaser in respect of Section 8.4(a)(i) will not exceed fifteen percent (15%) of the Purchase Price (the “Purchaser R&W Cap”). Notwithstanding the foregoing, the Purchaser R&W Cap will not be applicable to any breach or inaccuracy arising under any of the following, and no Damages arising under any of the following will be subject to or count against the Purchaser R&W Cap: Section 4.1 (Organization), Section 4.3 (Authority; Binding Nature of Agreements) or Section 4.5 (Certain Fees) (collectively, the “Purchaser Fundamental Representations”). (d) The maximum liability of the Purchaser in respect of Section 8.4(a) in the aggregate will not exceed the Purchase Price (the “Purchaser Aggregate Cap”). (e) The Seller will not have any liability under Section 8 with respect to any Damages to a Purchaser Indemnified Party if and to the extent that any such Damages are reduced by (i) any tax benefit actually realized by such Purchaser Indemnified Party with respect to such Damages or (ii) insurance or other third party payments received by such Purchaser Indemnified Party. (f) Except as otherwise provided in this Agreement, neither the Seller, on the one hand, nor Purchaser-Related Entities under this Agreement , on the other hand, shall have any liability for indemnification pursuant to Section 8 unless the aggregate of all amounts total Damages for which an indemnity the indemnifying party would otherwise be payable by Seller under Section 12.1 above liable exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed US$300,000.00 in the aggregate (the Cap Limitation“Deductible”), (c) if prior in which case the Seller or the Purchaser, as applicable, will be responsible only for Damages exceeding the Deductible; provided, however, that the Deductible will not apply to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty contract or covenant or fraud by any of Seller contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the ClosingParties, then Purchaser and any Purchaser-Related Entities shall be deemed will apply only to have waived and forever renounced any 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 Breachmisrepresentations by the Parties, and will not apply to any of the Seller Fundamental Representations or the Purchaser Fundamental Representations. (dg) notwithstanding Notwithstanding anything herein to the contrary, the Basket Limitation Seller R&W Cap, Seller Aggregate Cap, Purchaser R&W Cap, and the Purchaser Aggregate Cap Limitation shall will not apply with respect to Losses suffered or incurred as any claims involving fraud. (h) The Purchaser Indemnified Parties will not be entitled to indemnification for a result breach of breaches of any covenant or agreement of Seller set forth in Section 5.3, Section 5.4 3.11(g) or Section 10.1 of this Agreement3.20(b) for any amounts that are actually deducted from the Final Purchase Price paid by the Purchaser in accordance with Section 1.7 above.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller No Indemnified Party shall not be required to indemnify Purchaser or assert any Purchaser-Related Entities under this Agreement unless claim (other than a Third Party Claim) for indemnification hereunder until such time as the aggregate of all amounts for claims which such Indemnified Party may have against an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation andIndemnifying Party shall exceed $62,400, in such event, Seller at which time an Indemnified Party shall be responsible entitled to seek indemnification for the entire amount all claims, including all amounts representing the Basket Limitationsuch claims not previously asserted; provided, (b) in no event shall the liability of Seller however, that with respect to the indemnification provided for in item listed Schedule 6.25 under Section 12.1 above exceed in 6.25(b), if UniCapital or the aggregate Surviving Corporation is the Cap Limitation, (c) if prior to Indemnified Party then 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 Indemnified Party shall have the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim against the Indemnifying Party for indemnification the first dollar of claim. (b) Notwithstanding any other term of this Agreement, in no event shall any Stockholder be liable under this Article 12 for, or any other claim or cause for an amount which exceeds the aggregate value (determined at the Closing Date) of action the Merger Consideration received by such Stockholder under this Agreement; provided, at law or however, that the limitations upon indemnification contained in equity on account this Section 12.4(b) shall not apply to (i) Losses arising out of any such Purchaser-Waived Breachbreach of the representations and warranties of the Stockholders contained in Sections 6.3 (authority; ownership), 6.5 (capital stock), 6.14 (accounts and notes receivable), 6.27 (taxes) and 6.33 (environmental matters) hereof and (ii) Losses described in Sections 12.1(b), 12.2(c) and 12.2 (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 Agreementhereof.

Limitations on Indemnification. Notwithstanding A party’s indemnity obligations under this ARTICLE 9 shall be subject to the foregoing provisions of Section 12.1, following limitations: (a) Seller shall not be required Except with respect to indemnify Purchaser Buyer Damages arising out of a breach of the representations contained in Section 3.1, 3.2, 3.4, 3.26 or any Purchaser-Related Entities under this Agreement unless 3.31 or arising out of the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller Sellers’ fraud with respect to the indemnification provided representations contained in ARTICLE 3 or the certificate delivered pursuant to Section 2.6(k) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the General Cap or the Special Cap, the maximum aggregate liability of the Sellers for in Buyer Damages for any matter described under Section 12.1 above 9.1(a) shall not exceed in the aggregate (i) with respect to Buyer Damages arising out of a breach of the representations contained in Section 3.7 or 3.20, Sixteen Million Two Hundred Fifty Thousand and No/100 Dollars ($16,250,000) (such amount, inclusive of the General Cap, the “Special Cap”), and (ii) with respect to Buyer Damages arising out of a breach of the representations under any other section of the Agreement, Four Million Eight Hundred Seventy Five Thousand and No/100 Dollars ($4,875,000) (the “General Cap”). Any amounts applied toward the Special Cap Limitationshall apply toward the General Cap, and vice versa. Except with respect to Buyer Damages arising out of a breach of the representations contained in Section 3.1, 3.2, 3.4, 3.7, 3.20, 3.26 or 3.31 or arising out of the Sellers’ fraud with respect to the representations contained in ARTICLE 3 or the certificate delivered pursuant to Section 2.6(k) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the Deductible, the Sellers shall not have any liability to the Buyer Indemnified Persons with respect to Buyer Damages arising out of any of the matters referred to in Section 9.1(a) until such time as the amount of all such liability shall exceed in the aggregate Two Hundred Fifty Thousand and No/100 Dollars ($250,000) (the “Deductible”), in which case the Sellers shall thereafter, subject to the General Cap, be liable for all such Buyer Damages in excess of the Deductible; provided, however, that no claim or series of related claims for Buyer Damages shall be applied against the Deductible unless the amount of Buyer Damages arising out of any such claim or series of related claims is in excess of Ten Thousand and No/100 Dollars ($10,000). (b) Except with respect to Seller Damages arising out of a breach of the representations contained in Sections 4.1, 4.2 or 4.5 or arising out of the Buyer’s fraud with respect to the representations contained in ARTICLE 4 or the certificate delivered pursuant to Section 2.7(h) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the General Cap, the maximum aggregate liability of the Buyer to the Seller Indemnified Parties for Seller Damages for any matter described under Section 9.2(a) shall not exceed the General Cap. Except with respect to Seller Damages arising out of a breach of the representations contained in Sections 4.1, 4.2 or 4.5 or arising out of the Buyer’s fraud with respect to the representations contained in ARTICLE 4 or the certificate delivered pursuant to Section 2.7(h) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the Deductible, the Buyer shall have no liability to the Seller Indemnified Persons with respect to Seller Damages arising out of any of the matters referred to in Section 9.2(a) until such time as the amount of all such liability of the Buyer shall collectively exceed the Deductible, in which case the Buyer shall thereafter, subject to the General Cap, be liable for all such Seller Damages in excess of the Deductible; provided, however, that no claim or series of related claims for Seller Damages shall be applied against the Deductible unless the amount of Seller Damages arising out of any such claim or series of related claims is in excess of Ten Thousand and No/100 Dollars ($10,000). (c) if prior Neither the Buyer Indemnified Persons nor the Seller Indemnified Persons shall be entitled to recover more than once for any Damages that may have resulted from the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any a representation, warranty warranty, covenant or covenant of Seller agreement contained in this Agreement from the occurrence of a single event. (a "Purchaser-Waived Breach"d) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, or any other claim or cause For all purposes of action under this Agreement, at law or in equity on account “Damages” shall be net of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein insurance paid to the contrary, Indemnified Person from insurance policies in connection with the Basket Limitation and facts giving rise to the Cap Limitation right of indemnification. The Indemnified Person shall not apply use commercially reasonable efforts to collect any amounts available under any such applicable insurance policies. If an Indemnified Person receives an amount under insurance coverage with respect to Losses suffered Damages at any time subsequent to any indemnification provided by an Indemnifying Person, then such Indemnified Person shall promptly reimburse the Indemnifying Person for any payment made or expense incurred as a result of breaches of any covenant or agreement of Seller set forth by such party in Section 5.3, Section 5.4 or Section 10.1 of this Agreementconnection with providing such indemnification up to such amount received by the Indemnified Person.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not None of the Company, the Significant Shareholders or the Shareholders (pursuant to Section 9.8(a)) will be required to indemnify the Purchaser Indemnified Parties pursuant to Section 9.2(a) or any Purchaser-Related Entities Section 9.3(a) unless the aggregate amount of Damages for which they would otherwise be required to indemnify the Purchaser Indemnified Parties under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and$350,000, and in such eventcase, Seller shall they each will be responsible required, jointly and severally, to indemnify the Purchaser Indemnified Parties for the entire amount including all amounts representing the Basket Limitationsuch Damages in excess of $350,000; provided, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained in that this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall limitation will not apply with respect to Losses suffered inaccuracies in or incurred as a result of breaches of any covenant or agreement of Seller the representations and warranties set forth in Section 4.1, Section 4.2, Section 5.1, Section 5.2, Section 5.3, Section 5.4 5.8, Section 5.9, Section 5.20, Section 5.22 (relating solely to the Company Leased Property located at 000 Xxxxxxxx Xxxxx, Huntsville, Alabama 35805) and Section 5.29, and will not apply to the indemnification obligations under Section 9.2(b) and Sections 9.3(b) through (j). (b) Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount of Damages for which the Company, the Significant Shareholders and the Shareholders (pursuant to Section 9.8(a)) will be obligated to indemnify the Purchaser Indemnified Parties pursuant to Section 9.2(a) or Section 10.1 9.3(a) will be $6,500,000; provided, that this limitation will not apply to inaccuracies in or breaches of the representations and warranties set forth in Section 4.1, Section 4.2, Section 5.1, Section 5.2, Section 5.3, Section 5.9, Section 5.20, Section 5.22 and Section 5.29, and will not apply to the indemnification obligations under Section 9.2(b) and Sections 9.3(b) through (j); provided, further, that the maximum amount of Damages for which the Company and the Significant Shareholders (in the aggregate) will be obligated to indemnify the Purchaser Indemnified Parties pursuant to Section 9.2 and Section 9.3 will be equal to the aggregate Merger Consideration received collectively by the Significant Shareholders. (c) The amount of Damages for which a Purchaser Indemnified Party may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party actually received by Purchaser or the Company or tax benefits enjoyed with respect to such matter for which indemnification is sought under this Agreement. (d) All of the provisions of this Agreement shall be interpreted to avoid requiring the Shareholders (whether out of the Escrow Fund or directly) to pay (or incur a reduction in the Merger Consideration) more than once for the same item or loss. For the avoidance of doubt, if, for example, the Estimated Closing Adjustment is greater than the Closing Adjustment reflected on the Final Statement and the Escrow Agent pays the amount of such excess to Purchaser pursuant to Section 2.4, then the Purchaser Indemnified Parties shall not be entitled to be indemnified under this ARTICLE IX to the extent of such excess.

Limitations on Indemnification. Notwithstanding For the avoidance of doubt, each of the provisions in this Section ‎7.2.2 is subject to the last sentence of Section ‎7.5. 7.3.1 The provisions for indemnity under Section ‎7.1.1(a) or Section ‎7.1.2(a) shall be effective only (a) for any individual claim where the Loss exceeds $[***] and (b) when the aggregate amount of all Losses for claims in excess of $[***] for which indemnification is sought from any Indemnifying Party exceeds $[***], in which case the Indemnified Party shall be entitled to indemnification of the Indemnified Party’s Losses in excess of $$[***]; provided, however, that the foregoing provisions limitation shall not be applicable for breaches of any Fundamental Rep or in the case of claims based on fraud, intentional breach or willful breach. 7.3.2 In no event shall any Indemnifying Party have liability for indemnification under Section 12.1‎7.1.1(a) or Section ‎7.1.2(a), as applicable, for any amount exceeding, in the aggregate, (a) Seller shall not be required the sum of (i) $[***] and (ii) [***], with respect to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate breach of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation andany Specified Rep, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, and (b) the sum of (i) $[***] and (ii) [***], with respect any breach of any other representation or warranty; provided, however, that in no event shall Seller have liability for indemnification under Section ‎7.1.1(a) for any amount exceeding, in the liability aggregate, the sum of (x) $[***] and (y) [***]; and provided, further, that the foregoing limitations on indemnification described in this Section 7.3.2 shall not apply to breaches of any Fundamental Rep. 7.3.3 The Indemnified Party shall take all commercially reasonable steps to mitigate any Losses incurred by such party upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any indemnification rights hereunder. The amount of Losses recovered by an Indemnified Party under Section ‎7.1.1 or Section ‎7.1.2, as applicable, shall be reduced by [***]. If any amounts referenced in the preceding clauses (a) and (b) are received after payment by the Indemnifying Party of the full amount otherwise required to be paid to an Indemnified Party pursuant to this Article 7, the Indemnified Party shall repay to the Indemnifying Party, promptly after such receipt, any amount that the Indemnifying Party would not have had to pay pursuant to this Article 7 had such amounts been received prior to such payment. 7.3.4 If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 7.1.1 or Section 7.1.2 and the Indemnified Party could have recovered all or a part of such Losses from a Third Party based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from the Third Party the amount of such payment. 7.3.5 The representations and warranties of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller and Buyer contained in this Agreement shall survive the Closing and continue in full force and effect thereafter through and including the date that is [***] following the Closing Date; provided, that (a) the Fundamental Reps shall remain in full force and effect and shall survive indefinitely or, if applicable (and in the case of Section3.1.10 (Taxes)), until [***]; and (b) the Specified Reps shall remain in full force and effect and shall survive through and including the [***], and provided further, that if a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates Claim Notice or Indemnification Certificate relating to the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 breach of any such Purchaser-Waived Breachrepresentation or warranty is given to the Indemnifying Party on or prior to the date on which the applicable survival period described in this Section ‎7.3.4 expires, and (d) then, notwithstanding anything herein to the contrarycontrary contained in this Section ‎7.3.4, the Basket Limitation and the Cap Limitation such Claim Notice or Indemnification Certificate, as applicable, shall not apply with respect to Losses suffered expire at the applicable expiration date, but rather shall remain in full force and effect until such time as the Claim Notice or incurred as a result of breaches of any covenant or agreement of Seller set forth in Section 5.3the Indemnification Certificate has been fully and finally resolved. 7.3.6 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS A RESULT OF THIRD PARTY INDEMNIFICATION CLAIMS OR FRAUD, Section 5.4 or Section 10.1 of this AgreementINTENTIONAL MISREPRESENTATION OR WILLFUL MISCONDUCT, NEITHER BUYER NOR SELLER SHALL BE LIABLE TO THE OTHER, OR THEIR AFFILIATES, FOR ANY CLAIMS, DEMANDS OR SUITS FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR MULTIPLE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR INCOME, DIMINUTION IN VALUE OR LOSS OF BUSINESS OPPORTUNITY (WHETHER OR NOT FORESEEABLE AT THE EXECUTION DATE) CONNECTED WITH OR RESULTING FROM ANY BREACH AFTER THE CLOSING DATE, OR ANY ACTIONS UNDERTAKEN IN CONNECTION WITH, OR RELATED HERETO, INCLUDING ANY SUCH DAMAGES THAT ARE BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND MISREPRESENTATION), BREACH OF WARRANTY, STRICT LIABILITY, STATUTE, OPERATION OF LAW OR ANY OTHER THEORY OF RECOVERY.

Limitations on Indemnification. Notwithstanding Neither the foregoing provisions of Section 12.1Seller, (a) Seller on one hand, nor the Buyer, on the other, shall not be required have any liability with respect to, or obligation to indemnify Purchaser or any Purchaser-Related Entities under this Agreement for, claims for Losses pursuant to Sections 9.1(a) and 9.2(a), respectively, unless and to the extent that the aggregate amount of Losses for which such Party would be liable under such sections exceeds, on an aggregate basis, $250,000.00 and then only to the extent that the aggregate amount of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above such Losses relating thereto exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained amount. Notwithstanding anything in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation maximum indemnification liability of the Seller, on the one hand, and the Cap Limitation Buyer, on the other, shall not exceed $26,000,000.00 in the aggregate. Notwithstanding the foregoing, the limitations contained in this Section 9.4 shall not apply to any indemnification obligation: (a) arising under Section 9.1(a) with respect to a breach of the representations or warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5(a), 3.6(b) and 3.12; (b) arising under Section 9.2(a) with respect to a breach of the representations or warranties contained in Sections 4.1, 4.2 and 4.3; (c) arising under Sections 9.1(b), 9.1(c), 9.2(b) (which includes indemnification obligations for breach of the covenants contained in Section 3.5(c)) or 9.2(c); (d) arising under Section 5.4(c). The Seller shall have no liability with respect to, or obligation to indemnify for, Losses suffered or incurred as a result of breaches by the Buyer for the breach of any warranty, representation or covenant with respect to the condition or agreement maintenance of the Vessels in the event that the Seller set forth in is not obligated to repair any damaged Vessel pursuant to Section 5.32.4(a)(i), the Seller is obligated to repair a damaged Vessel pursuant to Section 5.4 2.4(a)(ii) or Section 10.1 of this Agreement2.4(a)(iii) or the Purchase Price is adjusted pursuant to Section 2.4(a)(iii).

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller Sellers' and Shareholders' indemnification obligations in Section 7.2(a)(i) and (ii) shall not be required exceed an aggregate amount equal to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless $9,000,000 (the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, "Cap Amount"). (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, or Notwithstanding any other claim or cause provision of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein Section 7 to the contrary, the Basket Limitation and any Damages incurred by any Purchaser Indemnitee shall not be subject to the Cap Limitation Amount to the extent they arise from (i) a breach of any of the representations and warranties contained in Section 3.1 (Capitalization), warranties contained in Section 3.1 (Capitalization), Section 3.4 (Execution and Delivery), 3.9 (Property, Encumbrances), 3.21 (Employee Benefit Matters), or 3.30 (Hazardous Materials), (ii) a breach of any representation or warranty which was given fraudulently, or (iii) a breach of Section 8 hereof. (c) Notwithstanding the terms of Section 7.2 (a), Sellers and Shareholders shall not be liable for the first $350,000 (the "Threshold Amount") in aggregate Damages sustained by Purchaser Indemnitees pursuant to Section 7.2(a)(i) or (ii); provided Purchaser Indemnitees shall be entitled to indemnification for such Threshold Amount of Damages, as well as any amounts in excess thereof, in the event Damages to Purchaser Indemnitees exceed such Threshold Amount; provided further that the Threshold Amount shall not apply with respect to Losses suffered amounts owed under Section 7.2(a)(iii), (iv) or incurred as a result of (v) to breaches of any covenant or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreement8 hereof.

Limitations on Indemnification. Notwithstanding (i) Neither the foregoing provisions Company Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover under Sections 12(b) or 12(c) unless: (A) a Claim for Damages has been delivered to the Indemnifying Party on or prior to the second anniversary of Section 12.1, the Closing; and (aB) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate amount of indemnifiable Damages incurred by the Company Indemnified Parties on the one hand and the Seller Indemnified Parties on the other hand exceeds $250,000 (the "INDEMNIFICATION BASKET"), at which time such claim for indemnification may be made for the aggregate amount of all amounts for which an indemnity would otherwise be payable by Seller under indemnifiable Damages exceeding the Indemnification Basket. (ii) Except as provided in Section 12.1 above exceeds the Basket Limitation and12(d)(iii), in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller Company Indemnified Parties be entitled to recover an amount hereunder with respect to all Damages in excess of $3,000,000 (the indemnification provided for "INDEMNIFICATION CAP"). (iii) Notwithstanding anything to the contrary herein contained, the limitations contained in Section 12.1 above exceed in the aggregate the Cap Limitation, 12(d)(i) and (ii) shall not apply to indemnification obligations under Sections 12(b) and (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or for: (A) breach of any representationcovenant, warranty agreement or covenant other obligation of Seller any Indemnifying Party contained herein or related hereto, including, without limitation, the Note, the Security Agreement, the Consulting Agreement, the Lease Agreements, the assumption by the Company of the Assumed Liabilities, and the covenants contained in Section 14 hereof (other than representations and warranties); or (B) fraud by an Indemnifying Party in connection with this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, or any other claim or cause of action under transactions contemplated by this Agreement, at law . Any recovery under or in equity on account of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to connection with the contrary, circumstances described in the Basket Limitation and the Cap Limitation immediately preceding sentence shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller be taken into account in determining whether the Indemnification Cap limitation set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreement12(d)(ii) has been reached.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, No Indemnified Party shall assert ------------------------------ any claim (aother than a Third-Party Claim) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless for indemnification hereunder until such time as the aggregate of all amounts claims which such Indemnified Party may have against an Indemnifying Party shall equal One Hundred Twenty-Five Thousand Dollars ($125,000), at which time an Indemnified Party shall be entitled to indemnification for the total amount for which an indemnity would otherwise indemnification may be payable by Seller under Section 12.1 above exceeds owing, excluding the Basket Limitation andfirst One Hundred Twenty-Five Thousand Dollars ($125,000). For purposes of the preceding sentence, in such eventthe Parent, Seller Newco and the Surviving Corporation shall be responsible for considered to be a single Indemnifying and Indemnified Party and the entire amount including all amounts representing Company and the Basket LimitationShareholders shall be considered to be a single Indemnifying and Indemnified Party. Notwithstanding any other term of this Agreement, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall Shareholder be deemed to have waived and forever renounced any right to assert a claim for indemnification liable under this Article 12 for, or any other claim or cause 10 for an amount which exceeds the aggregate value (determined at the Effective Time) of action the Merger Consideration received by such Shareholder under this Agreement, at law or and in equity on account no event (other than as provided in the following sentence) shall the indemnification obligations of any such Purchaser-Waived Breach, the Company and (d) notwithstanding the Shareholders herein exceed $7,500,000 in the aggregate. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, the Basket Limitation and the Cap Limitation limitations upon indemnification contained in this Section 10.4 shall not apply with respect to Losses suffered or incurred as a result arising out of: (i) any breach of breaches the representations and warranties of any covenant or agreement of Seller set forth the Company contained in Section Sections 4.2, 4.3, 5.3, 5.5 and 5.10 hereof; and (ii) any employee benefit matters arising under Section 5.4 or Section 10.1 of this Agreement5.21, including without limitation, any Losses incurred in connection with fair wage issues.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1No Indemnifying Party hereto shall have any liability with respect to, (a) Seller shall not be required or obligation to indemnify Purchaser or any Purchaser-Related Entities for, Losses under this Agreement Article V hereof unless the aggregate amount of all amounts Losses for which such Indemnifying Party would, but for the provisions of this Section 5.5, be liable exceeds, on an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation andaggregate basis, One Million Five Hundred Thousand Dollars ($1,500,000), it being agreed that in such eventevent the Indemnifying Party’s obligations under Article V hereof will take such threshold into account as a deductible and the Indemnitee will be entitled to receive only the amount of such Losses in excess of such threshold; provided, Seller however, that such threshold shall be responsible for not apply to Losses related to any of the entire amount including all amounts representing the Basket Limitationmatters described in Sections 2.2, (b2.3, 2.8, 2.14, 3.2, 3.3, 5.1(b), 5.2(b) in no event shall the and 6.13 hereof or to Pre-Closing Liabilities and Post-Closing Liabilities. The maximum indemnification liability of the Seller and the Guarantor, on the one hand, and of the Parent and the Buyer, on the other hand, shall not exceed Ten Million Dollars ($10,000,000); provided, however, that such limitation shall not apply to any breaches asserted with respect to Sections 2.2, 2.3, 2.8, 3.2 or 3.3, in which case the maximum indemnification provided for in Section 12.1 above liability of the Seller and the Guarantor, on the one hand, and the Parent and the Buyer, on the other hand, shall not exceed in the aggregate Purchase Price. Notwithstanding the Cap Limitationforegoing, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained nothing in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and will relieve any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim Party from liability for indemnification under this Article 12 for, fraud or any other claim or cause willful breach of action under this Agreement, at law or in equity on account Agreement of any such Purchaser-Waived Breach, and (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 Agreementwillful misrepresentation herein.

Limitations on Indemnification. Notwithstanding The party making a claim under this Article VIII is referred to as the foregoing provisions “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 12.18.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.4, 3.5, 3.7, 3.8, 3.10, 4.1, 4.2, 4.4, or 4.6. (aB) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.4, 3.7, 4.1, 4.2, 4.4, or 4.6. (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities liable under this Agreement unless the aggregate of all amounts Article VIII for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge any Damages arising out of any inaccuracy in or breach of any representation, warranty of the representations or covenant warranties of Seller contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (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.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall After the Closing, (i) the Buyer Indemnified Parties may not be required to indemnify Purchaser or recover any Purchaser-Related Entities Losses under this Agreement unless Section 10.3(a) until the aggregate total of all amounts for Losses with respect to those matters collectively exceed $720,000 (the “Basket”), in which an indemnity would otherwise case, subject to any other applicable limitations contained in this Section 10.4, the Buyer Indemnified Parties will be payable by Seller entitled to recover only those Losses in excess of the Basket; and (ii) the Buyer Indemnified Parties may not recover any Losses under Section 12.1 above exceeds 10.3(a) to the extent that all Losses with respect to those matters collectively exceed $12,000,000 (the “Cap”). Notwithstanding the foregoing, neither the Basket Limitation andnor the Cap will apply with respect to any breach or inaccuracy of the representations and warranties contained in Section 4.1 (Organization, in Standing and Corporate Power), Section 4.2 (Authority; Approvals); Section 4.12 (Tax Matters); (the “Fundamental Representations”) or to any claims based on fraud or Willful Breach, and the Losses associated with any such eventbreaches, Seller shall be responsible for the entire amount including all amounts representing misstatements, or inaccuracies will not count toward the Basket Limitationor Cap for determining the recoverability of other Losses; provided that, (b) in no event shall will the liability of Seller under this Agreement in the aggregate exceed the Cash Consideration (as adjusted pursuant Section 2.3). In addition, any Losses recoverable under Section 10.3(a) that arise or result from any breach or inaccuracy of the representations and warranties contained in Section 4.21 (Sufficiency of Assets) will not be subject to the Basket (or count toward the Basket for determining the recoverability of other Losses) and the Buyer Indemnified Parties may not recover any such Losses to the extent they exceed $25,000,000. (b) Buyer shall, as soon as practicable following the making of any claim for indemnification hereunder, file a claim with any applicable third-party insurer to seek to recover any insurance proceeds available with respect to any such Loss; provided that nothing in this Section 10.4(b) (except for the indemnification provided for in last sentence of this Section 12.1 above exceed 10.4(b)) will limit Buyer’s ability to bring any indemnity claim hereunder. Losses recoverable by a Buyer Indemnified Party will be (i) reduced by the amount of any insurance proceeds actually received by Buyer with respect to those Losses less the costs to recover such proceeds; and (ii) increased by the portion of any premium increase in the aggregate next policy period of the Cap Limitation, (c) if 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 Closing, then Purchaser applicable insurance policy and any Purchaser-Related Entities retroactive premium adjustment or replacement insurance policy that results directly from the assertion of such claim, as determined by correspondence from the insurance carrier or insurance broker to Buyer, a copy which shall be deemed have been provided to have waived and forever renounced any 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 Seller. If any such Purchaseramounts are received by a Buyer Indemnified Party within twenty-Waived Breachfour months after being fully indemnified by Seller for the relevant Losses hereunder, and (d) notwithstanding such amounts will be paid to Seller. Notwithstanding anything herein to the contrary, no party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the Basket Limitation extent such party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement. (c) Upon making an indemnity payment pursuant to this Agreement, the Indemnifying Party will, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party (other than any customer, vendor, employee, agent or representative of the Indemnified Party) in respect of the Losses to which the payment related. Without limiting the generality of any other provision hereof, each such Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the Cap Limitation above described subrogation rights. (d) Neither Buyer nor Seller shall not apply have any liability or obligation under this ARTICLE 10 with respect to Losses suffered claims made pursuant to Sections 10.2 or incurred as 10.3 unless such party shall have received notice of such claim (describing the claim in reasonable detail, a result reasonable estimate of breaches of any covenant the amount thereof (or agreement of Seller if the notifying party is unable to determine the amount thereof, a statement to such effect), and the basis thereof) within the applicable survival period set forth in Section 5.310.1. (e) Seller shall have no liability or obligation to any Buyer Indemnified Party for any Loss to the extent, but only to the extent, the Liability attributable to such Loss is specifically and identifiably accrued in the calculation of the Closing Modified Net Working Capital as finally determined pursuant to Section 5.4 2.3 (and such Loss shall not be included as a Loss for purposes of the Basket or Section 10.1 of this Agreementthe Cap).

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Neither any Buyer Group Member, on the one hand, nor any Seller Group Member, on the other hand, shall not be required entitled to indemnify Purchaser be indemnified pursuant to Sections 9.2(a)(ii) or (iii), 9.2(b)(ii) or (iii), 9.3(b) or (c) or for any Purchaser-Related Entities under this Agreement breach of the penultimate sentence of Section 5.2, as the case may be, unless and until the aggregate of all Damages incurred by Buyer Group Members or Seller Group Members, as the case may be, shall exceed $900,000 (the “Basket”), and the maximum aggregate amount of indemnification pursuant to Sections 9.2(a)(ii) or (iii), 9.2(b)(ii) or (iii) or for any breach of the penultimate sentence of Section 5.2 that may be received by the Buyer Group Members shall not exceed $27,000,000, plus an amount equal to 20% of any and all Deferred Purchase Price Payments paid to the Seller and/or due and payable to the Seller through the date indemnification is sought pursuant to this Article IX (the “Cap”); provided, that upon reaching the Basket, Buyer Group Members or Seller Group Members, as the case may be, shall be indemnified from the first dollar to the full extent of all Damages, including, without limitation, amounts included in the Basket; provided, further, however, that Buyer Group Members shall be entitled to be indemnified for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds all Damages on a dollar-for-dollar basis from the first dollar of Damages, without regard to the Basket Limitation andor the Cap, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (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 any breach of the representations and warranties set forth in Sections 2.1, 2.7, 3.1, 3.3, 3.7, 3.14 or 3.26, and the Seller Group Members shall be entitled to be indemnified for all Damages on a dollar-for-dollar basis from the first dollar of Damages, without regard to the Basket, incurred as a result of any covenant breach of the representations and warranties set forth in Sections 4.2 and 4.7. (b) Without limitation to the foregoing, for purposes of Sections 9.2(b)(ii), 9.2(b)(iii), 9.3(b) and 9.3(c), in determining the amount of any Damages in connection with any inaccuracy of a representation and warranty (but not for purposes of determining whether any such inaccuracy has occurred), any materiality or agreement Material Adverse Effect qualifier in such representation or warranty will be disregarded. (c) The parties acknowledge and agree that after the Closing, the indemnification provisions contained in Sections 9.2 and 9.3 shall be the sole and exclusive remedy for Damages arising out of Seller or caused by the breach of any of the representations, warranties, covenants or agreements of the parties contained in this Agreement, except for any remedies that may be available under Section 6.3, the Related Agreements or with respect to claims arising out of fraud. (d) Any amounts for indemnification to be paid to the Buyer pursuant to this Article IX shall be paid in the following manner, subject in each instance to the limitations set forth in Section 5.39.4(a): first, pursuant to the Escrow Agreement (or any escrow agreement established pursuant to Section 5.4 1.6(f)), and second by the Seller and/or the Principal, as the case may be, to the extent that such indemnification has not been fully satisfied out of the Escrow Account. (e) The amount of any Damages for which indemnification is provided under this Article IX shall be net of any amount accrued or Section 10.1 reserved for on the Closing Date Working Capital Statement in respect of this AgreementDamages.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller The Indemnified Parties shall not be entitled to any indemnification in respect of Losses incurred by any Indemnified Party pursuant to Section 9.1(a)(i) or 9.1(b)(i): unless and until the aggregate amount of such Losses plus any unindemnified Audit Losses exceeds $600,000 (the “Deductible Amount”), and then only with respect to such excess; provided, however, that if the Losses with respect to any breach (or series of breaches arising from the same or substantially similar facts or circumstances) do not exceed $5,000, then the Indemnified Parties shall not be entitled to indemnification hereunder with respect to such Losses. Notwithstanding the foregoing, any indemnification arising out of a breach of the representations and warranties contained in Section 3.1, 3.2, 3.4, 3.5, 3.9, 3.14, 3.19, 3.20, 4.1, 4.2, 5.1, 5.2, 5.5, 5.6, 5.7 and 5.10 (collectively the “Fundamental Matters”) will not be subject to any limitations set forth in this Section 9.4(a) or otherwise set forth herein (b) The aggregate Losses jointly and severally payable by the Company Stockholder and Furano with respect to all Claims for indemnification pursuant to Section 9.1(a)(i), other than the Fundamental Matters, shall not exceed $20,000,000. (c) The aggregate Losses payable by Parent with respect to all Claims for indemnification pursuant to Section 9.1(b)(i), other than the Fundamental Matters, shall not exceed $20,000,000. (d) (i) Any Loss for which indemnification is provided to any Parent Indemnified Party under this Agreement shall be reduced to give effect to any insurance proceeds, indemnity, contribution or other payments or recoveries of a like nature actually received by the Parent Indemnified Party in connection with such Loss net of any costs of collections with respect to such policies as a result of such claims. Parent shall use its commercially reasonable efforts to cause the Parent Indemnified Parties to seek the benefits of any insurance, indemnity, contribution or other payments or recoveries of like nature applicable to such Losses; provided, that, if in the Parent’s reasonable, good faith judgment, the making of such a claim is reasonably likely to result in a significant experience based premium increase in an insurance policy it maintains with respect to such claim, then Parent shall not be required to indemnify Purchaser or seek the benefits of such policy unless Furano agrees to compensate the Parent for any Purchaser-Related Entities such significant experience based premium increase which results directly from the making of such claim. No obligation of Parent under this Agreement unless Section 9.4(c) shall limit, delay or otherwise affect the aggregate rights of all amounts for which an indemnity would otherwise be payable by Seller under Parent to recover from the Company Stockholder and/or Furano pursuant to Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (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 Agreement9.1(a).

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller Indemnity Baskets for the Designated Stockholders. From and after the ------------------------------------------------- Closing, the Purchaser Indemnified Persons shall not have the right to be required indemnified pursuant to indemnify Section 9.1(a)(i), Section 9.1(a)(iii) and/or Section 9.1(b)(i) unless and until the Purchaser Indemnified Persons (or any Purchaser-Related Entities under this Agreement unless member thereof) shall have incurred on a cumulative basis aggregate Losses in an amount exceeding $300,000, whereupon the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller Purchaser Indemnified Persons (or any member thereof) shall be responsible entitled to indemnification for all Losses incurred by the entire amount including all amounts representing the Basket LimitationPurchaser Indemnified Persons (or any member thereof) in excess of $300,000; provided, (b) however, that in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained limitations set forth in this Agreement (a "Purchaser-Waived Breach"-------- ------- Section 9.5(a) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (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 (i) any breach of breaches of any covenant or agreement of Seller those representations and warranties set forth in Article IV (excluding, however, clauses (ii), (iii) and (v) of Section 4.3(c)), Section 5.1, Section 5.2 (excluding, however, clauses (ii), (iii) and (v) of Section 5.2(b)), Section 5.3, Section 5.4 5.4(a), Section 5.4(b), Section 5.5, Section 5.9, Section 5.10, Section 5.13(d), Section 5.18 or Section 10.1 5.20 (collectively, the "Excluded Seller Representations"), or (ii) any ------------------------------- willful or knowing breach of this Agreementany representation or warranty or any fraudulent or intentional act or intentional misrepresentation of any Designated Stockholder.

Limitations on Indemnification. Notwithstanding With respect to indemnification pursuant to Section 14.1(c)(i), excepting any claim in connection with the foregoing provisions of representations and warranties in Section 12.16.6 (Taxes), Section 6.11 (Environmental Matters), Section 6.9 (Title to Assets), Section 6.21 (Accounts Receivable) and Section 6.25(a) and any claims for fraud or intentional misrepresentation, the Company, (a) Seller and Metal Links shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement liable for indemnification hereunder unless and until the aggregate amount of Losses under all amounts for which an indemnity would otherwise be payable by Seller such claims under Section 12.1 above 14.1(c)(i) exceeds Ten Thousand Dollars ($10,000) (US) (the Basket Limitation and“Basket”), in which event Buyer and such event, Seller other indemnified persons shall be responsible entitled to indemnification for the entire amount including all amounts representing the Basket Limitation, damages from dollar one and (b) Seller and Metal Links shall not be liable for aggregate Losses in no event shall excess of $250,000 (the liability “Cap”). For the avoidance of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrarydoubt, the Basket Limitation and the Cap Limitation shall not apply be applicable to (i) any claim in connection with the representations and warranties in Section 6.6 (Taxes), Section 6.9 (Title to Assets), Section 6.21 (Accounts Receivable) or Section 6.25(a) and any claims for fraud or intentional misrepresentation, (ii) any failure by Seller or Metal Links to observe or perform their covenants and agreements set forth herein or in any agreement entered into pursuant to this Agreement; or (iii) any Excluded Liabilities. With respect to indemnification pursuant to Section 14.2(i), (a) Buyer shall not be liable for indemnification hereunder unless and until the aggregate amount of Losses suffered or incurred as a result under all such claims under Section 14.2(i) exceeds Ten Thousand Dollars ($10,000) (US), in which event Seller, Metal Links and such other indemnified persons shall be entitled to indemnification for all damages from dollar one and (b) Buyer shall not be liable for aggregate Losses in excess 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$250,000.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under Notwithstanding anything in this Agreement to the contrary, (i) Seller will not have any liability under Section 7.02(d) (other than with respect to a breach of Sections 2.01, 2.02, 2.04(a)-(b), 2.14, 2.20 and 2.21 (collectively, the “Seller Specified Representations”)) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $72,000,000 (the “Deductible”), and then only to the extent of all amounts for which an indemnity would otherwise be payable by Seller such excess, (ii) Seller’s aggregate liability under Section 12.1 above 7.02(d) (other than with respect to a breach of any of the Seller Specified Representations) will not exceed 360,000,000 (the “Cap”), (iii) (A) Acquiror will not have any liability under Section 7.01(d) (other than with respect to a breach of Sections 3.01, 3.02 and 3.04(a)-(b) (collectively, the “Acquiror Specified Representations”)) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Basket Limitation andDeductible, in and then only to the extent of such eventexcess, Seller shall be responsible for and (B) Acquiror’s aggregate liability under Section 7.01(d) (other than with respect to a breach of any of the entire amount including all amounts representing Acquiror Specified Representations) will not exceed the Basket LimitationCap, (biv) no Party will have any liability under Section 7.01(d) or 7.02(d), as applicable, for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (iv)), unless such Loss exceeds $300,000, and any Losses that are disregarded pursuant to this clause (iv) will not be aggregated for purposes of the preceding clauses (i) through (iii), (v) in no event shall will Seller’s liability under Section 7.02(b) (A) exceed $50,000,000 in the liability of Seller aggregate, or (B) exceed, with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitationany Shared Customer Contract, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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$15,000,000, and (dvi) notwithstanding anything herein to in no event will Acquiror’s liability under Section 7.01(b) (A) exceed $50,000,000 in the contraryaggregate, the Basket Limitation and the Cap Limitation shall not apply or (B) exceed, with respect to Losses suffered any Shared Customer Contract, $15,000,000. (b) Neither Section 7.07(a) nor Section 9.01 shall limit any Party’s rights or incurred as a result remedies in the event of breaches of any covenant or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreementfraud.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller The Company shall be ------------------------------ obligated to indemnify any Indemnitee(s) pursuant to Section 10.1 hereof with respect to any Losses incurred by such Indemnitee(s) only if and to the extent that the aggregate amount of Losses for claims made by all Indemnitees shall exceed $200,000, in which case only the excess over $200,000 shall be subject to indemnification hereunder. The foregoing $200,000 minimum requirement shall not be required to indemnify Purchaser apply in respect of claims or any Purchaser-Related Entities under this Agreement unless the aggregate actions arising out of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation andor resulting from breach(es) of Sections 5.1, in such event5.2, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation5.3, 5.4, 5.7, 5.10 and 5.21 hereof. (b) in In no event shall the liability of Seller with respect Company or the Purchasers, as the case may be, be liable to the indemnification provided any Indemnitee(s) hereunder for in Section 12.1 above exceed in the aggregate the Cap Limitationspecial, consequential, indirect, incidental or punitive damages or penalties. (c) if prior Notwithstanding anything to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contrary contained in this Agreement Agreement, the aggregate liability of the Company for any and all Losses incurred by the Purchasers (a "Purchaser-Waived Breach"and all related Indemnitees) and nonetheless proceeds with for which the Purchasers (and consummates the Closing, then Purchaser and any Purchaser-Related Entities all related Indemnitees) would otherwise be entitled to indemnification hereunder shall be deemed to have waived and forever renounced any 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 not exceed $50,000,000. (d) notwithstanding anything herein Any indemnification payment(s) payable pursuant to this Agreement shall be decreased by and to the contraryextent of any insurance proceeds or Tax benefits obtained by an Indemnitee in respect of the Losses giving rise to such indemnification payment(s). (e) To the extent reasonably practicable, the Basket Limitation Purchasers shall seek to combine and jointly pursue any claims or actions that they may have in respect of a breach by the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches Company of any covenant of its representations, warranties or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreementagreements contained herein.

Limitations on Indemnification. (a) Except as set forth in Section 9.04(b) below, the representations and warranties of the Parties in this Agreement, and the covenants and agreements of the Parties in this Agreement that do not expressly survive the Closing, shall survive the Closing Date for a period of 18 months following the Closing Date. (b) The applicable statute of limitations shall be the survival period for any matter relating to (i) agreements and covenants that expressly survive Closing (except where such agreements or covenants are expressly limited to a specified period of time, in which case the specified period will be the survival period); (ii) fraud or willful or intentional misrepresentation of a material fact in connection with this Agreement or the Ancillary Agreements and the transactions contemplated hereby or thereby; or (iii) any alleged or actual violation of the representations and warranties made in any of the following sections of this Agreement: Section 3.01 – “Organization and Standing”; Section 3.02 - “Authority; Execution and Delivery; Enforceability”; the first sentence of Section 3.05 – “Transferred Assets Other than Intellectual Property”; Section 3.09 – “Taxes”; Section 3.20 – “Brokers or Finders”; Section 4.01 – “Organization and Standing”; Section 4.02 – “Authority; Execution and Delivery; Enforceability”; or Section 4.06 – “Brokers or Finders” (the items set forth in Section 11.01(b)(iii) are collectively referred to as the “Fundamental Representations”). (c) Notwithstanding the foregoing provisions of this Article IX, (i) neither Seller nor Purchaser will be liable, pursuant to Section 12.1, (a9.01(a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, and (b) in no event shall the liability or 9.02(a) and (b), for any Losses suffered by any Purchaser Indemnitee or Seller Indemnitee, as applicable, arising out of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or a breach of any representation, warranty or covenant of Seller or Purchaser, as applicable, herein unless a claim therefor is asserted in writing prior to the expiration of the survival period described in clauses (a) and (b) above, failing which such claim will be waived and extinguished; (ii) subject to subclause (v) below, neither Seller nor Purchaser will be liable, pursuant to Sections 9.01(a) and (b) or 9.02(a) and (b), as applicable, for any Losses suffered by any Purchaser Indemnitee or Seller Indemnitee, as applicable, unless the aggregate of all Losses suffered by the Purchaser Indemnitees or Seller Indemnitees, as applicable, exceeds on a cumulative basis, an amount equal to 2% of the Purchase Price and then Seller or Purchaser, as applicable, will only be liable to the extent of any such excess (with respect to each of Seller and Purchaser, the “Indemnity Threshold”); (iii) subject to subclause (v) below, the aggregate liability of each of Seller and Purchaser hereunder, pursuant to Section 9.01(a) and (b) or 9.02(a) and (b), as applicable, for Losses suffered by the Purchaser Indemnitees or Seller Indemnitees, as applicable, with respect a breach of any representation or warranty shall not exceed 7.5% of the Purchase Price (with respect to each of Seller and Purchaser, the “Indemnity Cap”); (iv) in no event will Seller be obligated to indemnify the Purchaser Indemnitees or any other person with respect to any matter to the extent that such matter was taken into account in the calculation of the Final Purchase Price pursuant to Section 2.04(c); and (v) neither the Indemnity Threshold nor the Indemnity Cap shall apply to any claims arising from a breach of the Fundamental Representations. (d) Purchaser acknowledges and agrees that (i) other than the representations and warranties of Seller specifically contained in Article III of this Agreement, none of Seller, any of the Seller Affiliates or any other person has made any representation or warranty either expressed or implied (A) with respect to the Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated hereby or by the Ancillary Agreements or (B) as to the accuracy or completeness of any information regarding the Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated hereby or by the Ancillary Agreements furnished or made available to Purchaser and its representatives, (ii) Purchaser has not relied on any representation or warranty from Seller, any of the Seller Affiliates or any other person in determining to enter into this Agreement, except as expressly set forth in Article III of this Agreement and (iii) no Purchaser Indemnitee will have any claim or right to indemnification pursuant to this Article IX and none of Seller, any of the Seller Affiliates or any other person will have or be subject to any Liability to any Purchaser Indemnitee or any other person with respect to any information, documents or materials furnished by Seller, any of the Seller Affiliates or any of their respective officers, directors, employees, agents or advisors to Purchaser, including any information, documents or materials made available to Purchaser and its representatives in certain “data rooms,” management presentations or any other form in expectation of the transactions contemplated hereby or by the Ancillary Agreements (it being understood that this clause (iii) does not supersede or otherwise affect the representations and warranties of Seller specifically contained in Article III of this Agreement). (e) Purchaser further acknowledges and agrees that, should the Closing occur, the sole and exclusive remedy of the Purchaser Indemnitees with respect to any and all claims relating to this Agreement, the Ancillary Agreements, the Business, the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or the transactions contemplated hereby or by the Ancillary Agreements (other than (i) a "Purchaser-Waived Breach"claim for payment due pursuant to Section 2.04(c) or (ii) claims of, or causes of action arising from, fraud or willful misconduct) will be pursuant to the indemnification provisions set forth in this Article IX. In furtherance of the foregoing, except pursuant to the indemnification provisions set forth in this Article IX, Purchaser hereby waives, from and nonetheless proceeds with and consummates after the Closing, then Purchaser any and any Purchaser-Related Entities shall be deemed to have waived all rights, claims and forever renounced any right to assert causes of action (other than (i) a claim for indemnification under this Article 12 forpayment due pursuant to Section 2.04(c) or (ii) claims of, or causes of action arising from, fraud or willful misconduct) Purchaser or any other claim Purchaser Indemnitee may have against Seller or cause any of action the Seller Affiliates or any of their respective directors, officers, employees, agents or advisors arising under or based upon this Agreement, at law any Ancillary Agreement or any certificate delivered in equity on account of connection herewith, any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered Applicable Law 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 Agreementotherwise.

Limitations on Indemnification. (a) Notwithstanding the foregoing any contrary provisions of Section 12.17.1, except as set forth in the following sentence, (ai) Seller shall the Stockholders will not be required liable for any Losses with respect to indemnify Purchaser or any Purchaser-Related Entities under this Agreement Section 7.1(a) unless the aggregate amount of all amounts Losses the Stockholders are liable for which an indemnity would otherwise be payable by Seller under Section 12.1 above thereunder exceeds [*] percent ([*]%) of the Basket Limitation andPurchase Price (the “Indemnification Threshold”), and in such event, Seller shall the Stockholders will only be responsible liable for the entire amount including all amounts representing of such Losses in excess of the Basket LimitationIndemnification Threshold, and (ii) the total aggregate Liability of the Stockholders for Losses with respect to Section 7.1(a) will not exceed [*] percent ([*]%) of the Purchase Price (the “Indemnification Cap”). Notwithstanding the foregoing, the Indemnification Threshold will not apply to any Losses arising out of Section [*]. The Indemnification Cap shall not apply to any Losses arising out of [*]. (b) in no event shall the liability Notwithstanding any contrary provisions of Seller Section 7.2, (i) Buyer will not be liable for any Losses with respect to the indemnification provided for in Section 12.1 above exceed in 7.2(a) unless the aggregate amount of Losses Buyer is liable for thereunder exceeds the Cap Limitation, Indemnification Threshold and (ii) the total aggregate liability of Buyer for Losses with respect to Section 7.2(a) will not exceed the Indemnification Cap. (c) if prior to Other than as expressly provided in any other Article of this Agreement, including, without limitation, Articles II and VIII and Sections 5.9 and 5.12, indemnification [*] Indicates confidential text omitted and filed separately with 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") Securities and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification Exchange Commission. under this Article 12 for, or any other claim or cause of action VII will constitute the sole remedy under this Agreement, at law except that the foregoing will in no way limit the rights of an Indemnified Party for equitable relief (including, without limitation, in accordance with the provisions of Section 9.10) or for any fraud or intentional misconduct by a party in equity on account of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to the contraryconnection with this Agreement, the Basket Limitation and documents executed in connection herewith or 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 Agreementtransactions contemplated hereby.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under Notwithstanding the provisions of this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation andARTICLE IX, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability aggregate indemnification to be paid by Seller or Parent under Section 9.01(a) or WHP under Section 9.02 exceed the Indemnification Cap, except in the case of Seller with respect to (i) Fraud or (ii) a Claim arising from the indemnification provided for obligations set forth in Section 12.1 above exceed 9.01(a)(i). For the avoidance doubt, Xxxxxx’s indemnification compensation or reimbursement obligations for Losses resulting or relating to any Fraud or from the obligations set forth in Section 9.01(a)(i) shall not be subject to any cap. (b) For purposes of calculating Losses hereunder, any materiality or similar qualifications limiting the aggregate the Cap Limitationscope of such representations, warranties, covenants or agreements shall be disregarded. (c) None of the WHP Indemnitees and the Seller Indemnitees shall be entitled to recover for the same Loss more than once under this Article IX or otherwise under this Agreement or any Ancillary Document even if prior to the Closing, Purchaser obtains knowledge a claim for indemnification or otherwise in respect of any inaccuracy or such Loss has been made as a result of a breach of any representationmore than one covenant, agreement or representation or warranty or covenant of Seller contained in this Agreement or any Ancillary Document. (a "Purchaser-Waived Breach"d) and nonetheless proceeds with and consummates Each Party acknowledges the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed common law duty to mitigate their respective Losses for which it would have waived and forever renounced any the right to assert a claim for seek indemnification hereunder. (e) In no event shall either Party have any liability under this Article 12 forIX for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, including loss of revenue, income or profits, damages based on any other claim multiple of revenue or cause income, diminution of action under value or loss of business reputation or opportunity relating to a breach or alleged breach of this AgreementAgreement (except, at law or in equity on account the case of any such Purchaser-Waived Breachpunitive damages, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect extent awarded 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 Agreementthird party pursuant to a Third Party Claim).

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller Except as provided below, the Sellers shall not be required obligated to indemnify Purchaser or make any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller indemnification payments with respect to any breach of a representation or warranty under this Article VII unless and until the indemnification amount of such Losses described therein collectively exceeds One Hundred Thousand Dollars ($100,000), (the “Basket Amount”), provided for that once such Losses exceed the Basket Amount, the Sellers shall be obligated to make payments in respect of the full amount of such Losses (from the first dollar of such Losses and not only such Losses in excess of the Basket Amount). Notwithstanding the first sentence of this Section 12.1 above exceed in 7.06(a), the aggregate the Cap LimitationBasket Amount will not apply to indemnified Losses under Sections 7.02(b), (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained in this Agreement and (a "Purchaser-Waived Breach"e) and nonetheless proceeds with those resulting from (i) breaches of the representations and consummates warranties set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.05, 3.09(a), 3.11, 3.13, 3.17, 3.18, 4.01, 4.02, 4.03, 4.04, 4.06, 4.07, 4.09 and 4.10 (the Closing“Fundamental Representations”), then Purchaser and (ii) fraud or intentional misrepresentation by any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, Seller or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breachthe Company, and (diii) notwithstanding anything herein any failure to perform, nonfulfillment, nonobservance or other breach or violation of, or default in the contraryperformance of, 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 any Seller or the Sellers’ Representative set forth in this Agreement or in any other Transaction Documents. (b) Except as provided hereafter, the Sellers maximum aggregate indemnification liability for indemnified Losses under Section 5.37.02 herein shall not exceed Sixteen Million Dollars ($16,000,000) (the “Cap”), provided that the Cap shall not apply to indemnified Losses resulting from or relating to (i) breaches of the Fundamental Representations or the representations in Section 5.4 3.16, (ii) obligations of the Sellers to the extent a breach results from fraud or Section 10.1 intentional representation by any Seller, (iii) any failure to perform, nonfulfillment, nonobservance or breach or violation of, or default in the performance of, any covenant or agreement of any Seller or the Sellers’ Representative set forth in this Agreement, or in any other Transaction Documents, and (iv) the matters described in Sections 7.02(c) and (e). (c) The amount of any Loss for which indemnification is provided pursuant to this Article VII shall be net of (i) any amounts actually recovered by the Indemnified Party under its insurance policies or otherwise for such Loss; (ii) any related reserve in respect thereof resulting in a purchase price adjustment pursuant to Sections 2.03(c) and (d); and (iii) the reduction in current Tax liability of the Indemnified Party attributable to such Loss. (d) The Sellers shall not have any claim for contribution from or against the Company as a result of any indemnification or other payments made by any of the Sellers to any of the Purchaser Indemnified Parties pursuant to this Agreement. (e) Notwithstanding anything else in this Article VII to the contrary, no party shall be limited, at any time, from recovering any and all Losses incurred or suffered by it relating to or arising out of or in connection with fraud or intentional misrepresentation. (f) Neither the Basket Amount nor the Cap shall apply to Sellers’ indemnity obligations under Section 6.04(f) herein.

Limitations on Indemnification. Notwithstanding the foregoing: (i) any claim for indemnification must be made on or prior to the August 31, 2003, and (ii) no party to this Agreement shall be entitled to indemnification pursuant to this Article IX until the aggregate amount for which indemnification is sought exceeds $75,000 and, then, only to the extent such indemnification exceeds such amount, and (iii) the aggregate obligations of either party under this Article IX shall not exceed $750,000; provided, however, that the limitations contained in the foregoing provisions of Section 12.1clauses (i), (aii) Seller and (iii) shall not apply to (A) claims based upon the Purchase Price Adjustment under Section 2.4; or (B) claims for indemnification based on fraud or intentional misrepresentation; (C) product liability claims and warranty claims arising from or related to products sold by Seller and asserted against Buyer, but subject to Buyer's obligations under Section 6.7 above; (D) representations and warranties contained in Sections 4.1, 4.2, the first sentence of 4.6, 5.1, 5.2, 5.7, or 5.9 or Buyer's failure to pay amounts due Seller under the Lease, the MIS Services Agreement, the Transition Services Agreement or the Preferred Stock. Seller and Buyer each hereby acknowledge and agree that, except as set forth in the Registration Rights Agreement, this Article IX shall be required each party's sole and exclusive remedy with respect to indemnify Purchaser any loss, injury, damage or any Purchaser-Related Entities other liability under this Agreement unless or the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (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 Agreementtransactions contemplated hereby.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under Notwithstanding anything in this Agreement unless to the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under contrary and subject to Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation8.6, (bi) in no event shall the liability cumulative indemnification obligations of the Seller with respect Parties under Section 8.2(a) exceed an aggregate amount equal to the Indemnity Escrow Amount (the “Cap”), and (ii) in no event shall the cumulative indemnification provided for in obligations of the Buyers under Section 12.1 above 8.2(b) exceed an aggregate amount equal to the Cap; provided, that, in the aggregate the Cap Limitationcase of claims based on Fraud, breach of a Fundamental Representation (cother than Section 5.19 (Employees and Employee Benefit Plans) if prior to the Closingor Section 5.20 (Labor Relations)), Purchaser obtains knowledge Excluded Liabilities, breach of any inaccuracy Seller Covenant, Section 7.7(f) (except for this purposes, Section 7.7(f)(i)(2)), or the Environmental Liability, in the case of the Seller Parties, or any Assumed Liability or breach of any representationBuyer Covenant, warranty in the case of the Buyers, the cumulative indemnification obligations of the Seller Parties under Section 8.2(a), on the one hand, or covenant of Seller contained the Buyers under Section 8.2(b), on the other hand, shall in no event in the aggregate exceed the Closing Purchase Price (the “Proceeds Cap”) and, in each case, the Cap and Proceeds Cap, as applicable to each party hereto, shall be reduced from time to time to reflect payments for indemnification with respect to Buyers, on the one hand, and Sellers, on the other hand. (b) Notwithstanding anything in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply subject to Section 8.6, other than in connection with any claims based on (i) Fraud, (ii) breach of any Seller Covenant, (iii) breach of any Fundamental Representation (other than Section 5.19 (Employees and Employee Benefit Plans) or Section 5.20 (Labor Relations)), or (iv) Section 7.7(f) or breach of any representation or warranty 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.Taxes in

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller Shareholders shall not have any liability to any Indemnified Party with respect to Damages arising out of any of the matters referred to in Article IV (with the exceptions of Section 4.1, Section 4.4, Section 4.15, Section 4.16 , Section 4.17, Section 4.18, and Section 4.28) and Section 10.2(a) (with the exceptions of Subsections 10.2(a)(iii) and 10.2(a)(v)) until such time as the amount of all such Damages shall collectively exceed $150,000.00 (the “Shareholders’ Deductible”) (after which point Shareholders will be required obligated to indemnify Purchaser the Buyer Indemnified Parties from and against Damages in excess of Shareholders’ Deductible) after applying any available proceeds of Shareholders’ insurance. (b) Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount of indemnifiable Damages that may be recovered from the Shareholders by the Indemnified Parties pursuant to Article IV (with the exceptions of Section 4.1, Section 4.4, Section 4.15, Section 4.16 and Section 4.28) and Section 10.2(a) (with the exceptions of Subsections 10.2(a)(iii) and 10.2(a)(v)) shall be $4,600,000 (the “Cap”) after applying any available proceeds of Asset Purchaser’s insurance. (c) Any entitlement of any Indemnified Person or any Purchaser-Related Entities Shareholders Indemnified Party to make a claim under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for determined without duplication of recovery by reason of the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability state of Seller with respect facts giving rise to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or such claim constituting a breach of any more than one representation, warranty or covenant of Seller contained in this Agreement covenant. (a "Purchaser-Waived Breach"d) and nonetheless proceeds The Parties shall cooperate with and consummates the Closingeach other with respect to resolving any Claim, then Purchaser and any Purchaser-Related Entities shall Liability or Loss for which indemnification may be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 forrequired hereunder, including by making, or causing the applicable Indemnified Party to make, all commercially reasonable efforts to mitigate any such Claim, Liability or Loss (which efforts may include availing itself of any defenses, limitations, rights of contribution, claims against third Persons and other claim or cause of action under this Agreement, rights at law or in equity on account of equity). The Parties shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any such Purchaser-Waived Breach, and (d) notwithstanding anything herein Loss to the contrary, the Basket Limitation and the Cap Limitation shall same extent as they would if such Loss were not apply with respect subject 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 Agreementindemnification hereunder.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller UniCapital shall not be required entitled to indemnify Purchaser or indemnification as provided pursuant to this Section 12 with respect to any Purchaser-Related Entities under this Agreement unless otherwise indemnifiable claims for which UniCapital has in fact been paid pursuant to Section 3.1 hereof. (b) No Indemnified Party shall assert any claim (other than a Third Party Claim) for indemnification hereunder until such time as the aggregate of all amounts claims which such Indemnified Party may have against an Indemnifying Party shall exceed 1% of the Closing Date Consideration (the "Basket Limitation"), at which time an Indemnified Party shall be entitled to seek indemnification for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds all claims pursuant to this Article 12, but only to the Basket Limitation andextent such claims, in such eventthe aggregate, Seller shall be responsible for the entire amount including all amounts representing exceed the Basket Limitation. (c) Notwithstanding any other term of this Agreement, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall Stockholder be deemed to have waived and forever renounced any right to assert a claim for indemnification liable under this Article 12 for, or any other claim or cause for an amount which exceeds the aggregate value (determined at the Closing Date) of action the Merger Consideration received by such Stockholder under this Agreement; provided, at law or however, that the limitations upon indemnification contained in equity on account this Section 12.4(b) shall not apply to (i) Losses arising out of any such Purchaser-Waived Breachbreach of the representations and warranties of the Stockholders contained in Sections 6.3 (authority; ownership), 6.5 (capital stock), 6.14 (accounts and notes receivable), 6.27 (taxes) and 6.33 (environmental matters) hereof and (ii) Losses described in Sections 12.1(b), 12.2(c) and 12.2 (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 Agreementhereof.

Limitations on Indemnification. Notwithstanding (i) No indemnification payment shall be made to the foregoing Purchaser, AHI, or their respective directors, officers, employees or agents pursuant to this Agreement, until the amounts which the Purchaser would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $500,000 (the "Deductible"), at which point AHI and/or Purchaser, as applicable, shall be entitled to be indemnified with respect to aggregate Losses in excess of the Deductible. The indemnification provisions set forth in Sections 5.3(a)(i) (with respect to Section 4.25), 5.3(a)(iii), 5.3(a)(vi), 5.3(a)(viii), 5.6, 5.7 or 7.13(c) or with respect to a claim of Section 12.1, (a) fraud by the Seller or the Companies shall not be subject to the limitations set forth in this Section 5.3(e). (ii) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be required to indemnify Purchaser be made to Purchaser, AHI and their respective directors, officers, employees or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller agents with respect to a breach by Seller or the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge Companies of any inaccuracy representation or breach warranty set forth herein, in excess of any representation$40,000,000; provided, warranty or covenant of Seller contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates however, that the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation foregoing limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller the indemnification provisions set forth in Section 5.35.3(a)(i) (with respect to Sections 4.25, and 4.30), 5.3(a)(iii), 5.3(a)(vi), 5.3(a)(vii), 5.3(a)(viii), 5.6, 5.7 or 7.13(c) or with respect to a claim of fraud by the Seller or the Companies hereto. (iii) The indemnification obligations of any party to this Agreement under this Section 5.4 or Section 10.1 5.3 shall be reduced by any insurance proceeds which the Indemnified Party has received in respect of this Agreementsuch Losses, costs and expenses. (iv) AHI and the Purchaser hereby waive their rights to punitive damages.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, No Indemnified Party shall assert ------------------------------ any claim (aother than a Third-Party Claim) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless for indemnification hereunder until such time as the aggregate of all amounts claims which such Indemnified Party may have against an Indemnifying Party shall equal twenty thousand ($20,000), at which time an Indemnified Party shall be entitled to indemnification for the total amount for which an indemnity would otherwise indemnification may be payable by Seller under Section 12.1 above exceeds owing, excluding the Basket Limitation andfirst twenty thousand ($20,000). For purposes of the preceding sentence, in such event, Seller the Parent and Subco shall be responsible for considered to be a single Indemnifying and Indemnified Party and the entire amount including all amounts representing Company and the Basket LimitationShareholders shall be considered to be a single Indemnifying and Indemnified Party. Notwithstanding any other term of this Agreement, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if 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 Closing, then Purchaser and any Purchaser-Related Entities shall Shareholder be deemed to have waived and forever renounced any right to assert a claim for indemnification liable under this Article 12 for, or any other claim or cause 7 for an amount which exceeds the aggregate value (determined at the Closing Date) of action the Purchase Price received by such Shareholder under this Agreement, at law or and in equity on account no event (other than as provided in the following sentence) shall the indemnification obligations of any such Purchaser-Waived Breach, the Company and (d) notwithstanding the Shareholders herein exceed the Purchase Price in the aggregate. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, the Basket Limitation and the Cap Limitation limitations upon indemnification contained in this Section 7.4 shall not apply with respect to Losses suffered or arising out of: (i) any breach of the representations and warranties of the Company contained in Sections 3.2, 3.3, 4.3, 4.5, 4.10, 4.11, 4.12, 4.26 and 4.32 hereof; and (ii) any employee benefit matters arising under Section 4.21, including without limitation, any Losses 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 Agreementconnection with fair wage issues.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the The indemnification provided for in Section 12.1 above 9.3 and Section 9.4 is subject to the following limitations: (i) subject to Section 9.5(a)(ii), neither Seller nor Parent shall be liable to the Buyer Indemnified Parties for any Losses with respect to the matters described in Section 9.3(a) (A) unless such Losses exceed an aggregate amount equal to $637,500 (the “Deductible Amount”) and then only for Losses in excess of the Deductible Amount and (B) in excess of $8,500,000 (the “Cap”) in the aggregate for Seller and Parent; provided, however, that the Cap Limitationforegoing limitations will not apply to (x) claims for indemnification pursuant to Section 9.3(a) in respect of breaches of, or inaccuracies in, the Fundamental Representations, (cy) if prior claims for indemnification in respect of breaches or violations of the representations and warranties in Section 3.15 (Taxes) or (z) claims based upon fraud. (ii) without limiting the generality of the foregoing, any Losses arising out of the same, similar or related facts and circumstances shall not be entitled to indemnification under Section 9.3(a) or 9.4(a) and shall not be indemnifiable or counted toward satisfaction of the Deductible Amount unless they exceed $100,000 in the aggregate at which point the Buyer Indemnified Parties shall be indemnified for all such Losses, subject, however, 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 Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (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 limitations set forth in Section 5.39.5(a)(i); provided, however, that the foregoing limitations will not apply to (w) claims for indemnification pursuant to Section 5.4 9.3(a) or Section 10.1 9.4(a) in respect of breaches of, or inaccuracies in, the Fundamental Representations, (x) claims for indemnification in respect of breaches of, or inaccuracies in, the representations and warranties in Section 3.15 (Taxes), (y) claims based upon fraud or (z) circumstances where the Materiality Threshold is applied pursuant to Section 9.3(a) or Section 9.4(a); (iii) subject to Section 9.5(a)(ii), Buyer shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters described in Section 9.4(a) (A) unless such Losses exceed an aggregate amount equal to the Deductible Amount and then only for Losses in excess of the Deductible Amount and (B) in excess of the Cap in the aggregate for Buyer; provided, however, that the foregoing limitations will not apply to (x) claims for indemnification pursuant to Section 9.4(a) in respect of breaches of, or inaccuracies in, the Fundamental Representations or (y) claims based upon fraud; (iv) neither Seller, Parent nor Buyer shall have any obligations under or liabilities in respect of Section 9.3(a) or Section 9.4(a) from and after the applicable Survival Date (except with respect to the claims based on fraud which survive indefinitely); provided that any claim for indemnity made by a Buyer Indemnified Party or Seller Indemnified Party under Section 9.3(a) or Section 9.4(a), as the case may be, in accordance with the terms of this AgreementArticle IX prior to the expiration of the applicable Survival Date will survive beyond the applicable Survival Date until such claim is finally and conclusively resolved; (v) neither a Buyer Indemnified Party, nor the Buyer Indemnified Parties as a group or class, shall be entitled to recover from Seller or Parent pursuant to this Article IX more than once in respect of the same Losses suffered; and neither a Seller Indemnified Party, nor the Seller Indemnified Parties as a group or class, shall be entitled to recover from Buyer pursuant to this Article IX more than once in respect of the same Losses suffered; (vi) each Buyer Indemnified Party and Seller Indemnified Party shall use commercially reasonable efforts to mitigate any indemnifiable Loss, and in the event that either a Buyer Indemnified Party or Seller Indemnified Party fails to so mitigate an indemnifiable Loss, either Seller, Parent or Buyer (as the indemnifying Person) shall have no liability for any portion of such Loss that would have been avoided had the Buyer Indemnified Party or Seller Indemnified Party, as applicable, made such efforts. For the avoidance of doubt, nothing in this Section 9.5, shall be construed as imposing any obligation on an Indemnified Party with respect to the manner it may manage its Tax affairs or otherwise as interfering with the right of an Indemnified Party to arrange its Tax affairs in its sole and absolute discretion; (vii) notwithstanding anything to the contrary herein, neither the Buyer, on the one hand, nor the Seller or Parent, on the other hand, will be liable for Losses pursuant to this Article IX in excess of the Closing Cash Payment; and (viii) neither Seller, Parent nor Buyer shall be liable for Losses in respect of any Liability or Loss which is contingent unless and until such contingent Liability or Loss becomes an actual Liability or Loss and is due and payable. (b) Notwithstanding anything to the contrary herein, except (i) in the case of fraud, (ii) as provided in Article VII (Tax Matters), Article X (Termination) or Section 11.6 (Equitable Relief), (iii) claims pursuant to the Ancillary Agreements and (iv) any claims that cannot be waived as a matter of Law, from and after the Closing, (x) the rights and remedies of Buyer, Seller and Parent, and any Buyer Indemnified Party and any Seller Indemnified Party (each Buyer Indemnified Party and Seller Indemnified Party is referred to herein as an “Indemnified Party”), under this Article IX are exclusive and in lieu of any and all other rights and remedies which Buyer, Seller or Parent, or any Indemnified Party, may have under this Agreement or otherwise against each other with respect to this Agreement and with respect to the transactions contemplated hereby or thereby; and (y) Buyer, Seller and Parent each expressly waives and releases and agrees to waive and release any and all other rights or causes of action it or its Affiliates may have against the other party or its Affiliates now or in the future under any Law (including Environmental Law) solely with respect to the preceding matters.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1foregoing, (a) Seller the Company, the Sellers and MDPLC shall not be required to indemnify the Purchaser or Indemnified Parties in respect of any Purchaser-Related Entities under this Agreement Loss: (i) unless and until the aggregate of all amounts Losses otherwise indemnifiable hereunder (not including Losses which are not limited hereby pursuant to the proviso below) exceeds $850,000 (in which case the Sellers shall be required to indemnify the Purchaser Indemnified parties for which an indemnity only such Losses in excess of $425,000, subject to the other limitations herein); provided that such limitation shall not apply to Losses arising from a breach of the representations set forth in Section 3.1(b), Section 3.2, Section 3.3(a), Section 3.7, Section 3.11, Section 4.1(a), and Section 4.2; (ii) to the extent the Company’s and Sellers’ aggregate liability for all Losses would otherwise be payable exceed $6,375,000; provided that such limitation shall not apply to Losses arising from a breach of the representations set forth in Section 3.1(b), Section 3.2, Section 3.3(a), Section 3.7, Section 3.11, Section 4.1(a), and Section 4.2; (iii) to the extent such Loss consists of liabilities included in (x) the Closing Date Funded Indebtedness which reduced the Estimated Purchase Price pursuant to Section 1.1, or (y) the Closing Working Capital as finally determined pursuant to Section 1.3; (iv) to the extent the Purchaser reasonably could have mitigated or prevented such Loss (including, without limitation, seeking indemnification or other redress pursuant to the terms of any contract to which the Company is a party and by Seller under Section 12.1 above exceeds which the Basket Limitation andCompany has the right to seek indemnification from any third party); (v) to the extent such Loss consists of consequential, special, exemplary or punitive damages, and in such eventvaluing a Loss, Seller no adjustment shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge made as a result of any inaccuracy or breach of any representationmultiple, warranty or covenant of Seller contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 forincrease factor, or any other premium over fair market value, book or historical value which may have been paid by the Purchaser for the Stock whether or not such multiple, increase factor or other premium had been used by the Purchaser at the time of, or in connection with, calculating or preparing its bid, its proposed purchase price for the Stock or its final purchase price for the Stock; and/or (vi) arising from a claim or cause of action under this Agreementbreach, at law or in equity on account of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to the contrary, extent the Basket Limitation and Purchaser had knowledge of such claim or breach at the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result time of breaches of any covenant or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreementthe Closing.

Limitations on Indemnification. Notwithstanding (i) Anything in this Agreement to the foregoing contrary notwithstanding, no indemnification payment shall be made to the Purchaser pursuant to this Agreement, whether from the Escrow Fund or otherwise, until the amounts which the Purchaser would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $250,000, which shall be treated as a reduction of Purchaser's damages. The indemnification provisions of Section 12.1set forth in Sections 5.3(a)(ii), 5.3(a)(iii), 5.3(a)(vii), 5.3(a)(v)(2) and 5.3(a)(ix) or a claim for "fraud" (aas hereinafter defined) Seller shall not be required subject to indemnify Purchaser or any Purchaser-Related Entities under the limitations set forth in this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller 5.3(d)(i) and shall be responsible indemnified to Purchaser dollar for dollar to the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the extent any liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, such matters exists. (cii) if prior The maximum liability of all Sellers 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 Closing, then Purchaser and any Purchaser-Related Entities and all Indemnified Parties for any claim arising from or relating to this Agreement or the transactions contemplated hereby, whether asserted as breach of contract, tort, violation of statute or otherwise, irrespective of the theory or basis of such claim, shall be deemed not exceed $20,000,000, provided, that the limitation set forth in this sentence shall not apply to have waived and forever renounced (1) any right to assert a claim for indemnification under this Article 12 forbreach by Sellers of the representations, warranties or any other claim covenants contained in Sections 4.1, 4.2, 4.11, 4.12, 4.15, 4.43, 5.3(a)(ix),7.6 or cause 7.7 of action under this Agreement, at law or in equity on account (2) the commission of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to "fraud" by the contrary, the Basket Limitation and the Cap Limitation shall not apply Sellers with respect to Losses suffered any matters pertaining to this Agreement and the consummation of the transactions contemplated hereby. For purposes of this Section 5.3(d)(ii), the term "fraud" shall mean the making, by the Company or incurred as a result of breaches any Seller, directly or indirectly of any covenant untrue statement of a material fact or agreement the omission to state a material fact necessary in order to make the statements made, in light of Seller set forth in the circumstances under which they were made, not misleading; provided, that with respect to this portion of the definition of "fraud", the person making any untrue statement of a material fact or omitting to state a material fact knows such statement or omission to be untrue when made or omitted. "Knowledge" for purposes of the definition of "fraud" under this Section 5.3, 5.3(d)(ii) and the last sentence of Section 5.4 5.6 shall mean the conscious awareness of such person as to the lack of truthfulness of the statement or Section 10.1 of this Agreementomission.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (ai) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under Anything in this Agreement unless to the aggregate contrary notwithstanding, no indemnification payment shall be made to the Purchaser Indemnitees arising from breaches of all amounts for which an indemnity would otherwise be payable by representations or warranties of the Seller under Section 12.1 above exceeds 7.3(a)(ii), until the Purchaser Losses, costs and expenses aggregate at least $225,000 (the “Basket Limitation andAmount”), in such event, Seller at which time the Purchaser Indemnitees shall be responsible for indemnified to the entire amount including all amounts representing the Basket Limitationextent any Purchaser Losses, (b) in no event shall the liability of Seller costs and expenses with respect to such matter exists but only for the amount by which all Purchaser Losses, costs and expenses exceed the Basket Amount, provided, that such limitation shall not apply to Purchaser Losses arising from breaches of representations or warranties made in the indemnification provided for provisions set forth in Section 12.1 above exceed 7.3 with respect to Sections 4.1(c), 4.1(d), 4.1(e), 4.1(i), 4.1(t), 4.1(z), 4.1(bb), 5.8, or 8.1 or with respect to a claim of fraud or willful misconduct by the Seller. (ii) In no event will any Purchaser Indemnitee be entitled to indemnification hereunder for the amount of any Purchaser Losses for which the Purchaser has already been compensated or made whole in the aggregate the Cap Limitation, (c) if prior form of a reduction to the ClosingPurchase Price equal to such amount with respect to any such Purchaser Loss. (iii) The aggregate liability of the Sellers to Purchaser Indemnitees for indemnification arising from breaches of representations or warranties of the Seller under Section 7.3(a)(ii) shall not exceed $9,140,220, except that there shall be no limit on the Seller’s aggregate liability to Purchaser obtains knowledge of Indemnitees pursuant to this Article VI for any inaccuracy or breach of Sections 4.1(c), 4.1(d), 4.1(e), 4.1(i), 4.1(t), 4.1(z), 4.1(bb), 5.8 or 8.1, or with respect to a claim of fraud or willful misconduct by the Seller. (iv) In addition, the indemnification obligations of each party under this Section 7.3 relating to breaches of such party’s representations and warranties shall terminate on the date on which the survivability of the representations and warranties expires as set forth in Section 7.1 hereof. (v) Notwithstanding any representation, warranty or covenant of Seller provision contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any 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 (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation in not event shall not apply with respect to either ALL or JMC be liable for more than their respective Pro Rata Ownership Percentage of Purchaser’s Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller set forth in the indemnification obligations under this Section 5.3, Section 5.4 or Section 10.1 of this Agreement7.3.