Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant The following limitations will apply to this Article 17 shall be subject to the following limitationsSection 14: (1a) There Except for Misrepresentation Claims, no party entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") shall be no indemnification obligation for entitled to recover any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party amount in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction respect of Losses recoverable as to which claims for indemnification are made under applicable principles of contract law. this Section 14 (3) There shall be no indemnification obligation on a particular Claim "INDEMNIFICATION CLAIMS"), unless and until the aggregate amount of all Losses suffered by the Indemnified Party as to which indemnification otherwise would be required under this Agreement exceeds $5,000.00 37,500 for such party (the "Claim ThresholdDEDUCTIBLE"); provided that, in after which point the event that indemnifying party will be obligated to indemnify the indemnified party from and against Losses exceed exceeding the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the LossesDeductible. (4b) Except for matters covered by insurance and any Misrepresentation Claims, Seller will have no obligation to indemnify Buyer from and against any Losses which exceed a $1,250,000 aggregate ceiling ("CAP"). (c) The Basket and Cap will not apply to (i) Seller's obligations for Excluded Liabilities or (ii) Buyer's obligations for Assumed Liabilities or liabilities associated with Section 14.3(d). (d) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have shall any liability party be indemnified for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) Claim to the extent that such Claim is actually reimbursed by insurance. (e) No party will be entitled to assert after the Closing Date any liability Claim based upon a breach of any representation or Claim results from TPA performing its obligations warranty under this Agreement in accordance with to the instructions extent such representation or warranty otherwise would survive the Closing Date, if the party asserting such a claim had knowledge of the applicable Customerfacts constituting the breach prior to the Closing Date. Any such Claim will be deemed waived and the party asserting such Claim will be estopped from asserting after the Closing Date, any Claim or remedy based upon such breach. For purposes of this Section 14.4, "knowledge" of a party means the actual, conscious awareness of the facts constituting the breach by one or more executive officers of the party against whom knowledge is charged and will include the knowledge of the respective parties' officers. (5f) To In the maximum extent permitted event Buyer is indemnified by Applicable LawSeller based on the uncollectability of any accounts receivable, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) the uncollected account receivable shall be limited re-assigned to no more than Seller for Seller's collection. (g) The parties agree that with respect to Claims against Seller, Buyer will first seek recovery from the aggregate fees paid to TPA under this Agreement during Indemnity Escrow, and then by reducing the twelve amount of the Earn Out Payments then due and owing (12) months and notifying Seller of the reduction). Any amounts owing by Seller after such reductions may be satisfied by Seller by returning Pyramid Stock (based on the value that is the higher of the Fair Market Value for purposes of Section 3.1 or the average closing price per share of Pyramid Stock, as reported on the exchange or quotation system on which the Pyramid Stock is then traded, for the thirty trading days ending the trading date immediately preceding the date of on which the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(eindemnification payment is made) or Section 17.1(f); providedcash, that such limit at the option of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)Seller. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained The indemnification obligations set forth in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 shall be Section 8 are subject to the following limitations: (1a) There No indemnification shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken made by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim Seller unless and until the aggregate amount of Losses suffered Damages exceeds $100,000 and, in such event, indemnification shall be made by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled Seller only to the entire amount of extent Damages exceed $100,000; provided, however that the Lossesamounts due to Buyer pursuant to Section 1.2(c), if any, shall not be subject to this Section 8.4(a). (4b) In no event will TPAshall the Seller's aggregate obligation to indemnify the Buyer Indemnitees exceed $2,000,000; provided, its Affiliates, or their respective employees, officers, and directors have any liability for any damages however that the amounts due to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations Buyer pursuant to Section 17.1(e1.2(c), if any, shall not be subject to this Section 8.4(b). (c) The obligations of Seller on the one hand or Buyer and Parent on the other hand, as applicable (the "Indemnitor") to indemnify the Buyer Indemnitees on the one hand or the Seller Indemnitees on the other hand, as applicable, (the "Indemnitees") pursuant to this Section 17.1(f8 are subject to the following provisions: (i) The amount of any Damages shall be reduced by any amount received by an Indemnitee with respect thereto under any insurance coverage or from any other party alleged to be responsible therefor and by the amount of any reduction in Tax liability of the Company or such Indemnitee with respect thereto. The Indemnitees shall use reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If an Indemnitee receives an amount under insurance coverage or from such other party or a reduction in Tax liability with respect to Damages at any time subsequent to any indemnification provided by an Indemnitor pursuant to this Section 8, then such Indemnitee shall promptly reimburse the Indemnitor, for any payment made or expense incurred by Indemnitor in connection with providing such indemnification up to such amount received by the Indemnitee, or the reduction in tax liability as applicable; (ii) An Indemnitee shall make commercially reasonable efforts to mitigate any claim or liability that an Indemnitee asserts under this Section 8. In the event that an Indemnitee shall fail to make such commercially reasonable efforts to mitigate any claim or liability, then notwithstanding anything else to the contrary contained herein, the Indemnitor shall not be required to indemnify an Indemnitee to the extent that any liability Damages could reasonably be expected to have been avoided if an Indemnitee had made such efforts. (iii) An Indemnitor shall be obligated to indemnify the Indemnitees only for those claims giving rise to Damages as to which the Indemnitees have given an Indemnitor written notice thereof. Any written notice delivered by an Indemnitee to with respect to Damages shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages and, to the extent reasonably practicable, a reasonable estimate of the amount thereof. (iv) Except for willful, knowing or Claim results from TPA performing its obligations under intentional fraud, remedies that cannot be waived as a matter of law and injunctive or provisional relief, if the Closing occurs, this Article VIII shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Shares contemplated hereby. (d) Notwithstanding anything else herein to the contrary, any claim by the Buyer or Parent, on the one hand, or Seller, on the other hand, for indemnification hereunder must be made in accordance with the instructions Article VIII, including Section 8.4(c)(iii), within one (1) year of the applicable Customer. (5) To the maximum extent permitted by Applicable LawClosing Date, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) or such claims shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date barred. Time shall be of the first event giving rise essence with regard to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(58.4(d). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in The indemnification obligations of the Seller under this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1a) There The Seller shall be no obligated to pay amounts for indemnification obligation for Losses arising under Section 9.1(a) only if the Purchaser notifies the Seller thereof on or prior to 5:00 p.m. Eastern Time on the Expiration Date, except for claims for fraud or breaches of covenants or the Specified Representations as to which the Purchaser shall notify the Seller on or before the date that is 30 days following the expiration of the period of legal statutory limitations applicable to the Losses in question (giving effect to any waiver, mitigation or extension thereof). The Purchaser and the Seller hereby agree and acknowledge that so long as the notice referred to in this Section 9.3(a) is provided on or prior to the expiration of the relevant time period, the Indemnified Party’s rights to pursue indemnification for the applicable representation or warranty shall continue to survive until such matter is resolved. (b) The Seller shall not be obligated to pay any amounts for indemnification for Losses arising under Section 9.1(a), except those based upon, arising out of or otherwise in respect of fraud or breaches of the Specified Representations, until the aggregate amounts for indemnification under Section 9.1(a) from and after the Closing, equals $200,000 (the “Deductible”), whereupon the Seller shall be obligated to pay all amounts in excess of the Deductible; provided, however, that the Seller shall not be liable to indemnify any Indemnified Party for any Losses that arise from or were caused by actions taken or actions which individually (together with all related Losses) do not taken by exceed $15,000 and any such Losses shall be disregarded and shall not be aggregated for purposes of determining if the Indemnified Party in violation of this AgreementDeductible is met, until the Deductible is exceeded. (2c) There The Seller shall not be no obligated to make any payment for indemnification obligation for any Losses that arising under Section 9.1(a), except those based upon, arising out of or otherwise in respect of fraud or breaches of the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided thatSpecified Representations, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled excess of an amount equal to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement$6,000,000. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not Seller be responsible for any obligations indemnification in an amount exceeding the Purchase Price, other than in respect of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Servicesfraud.

Limitations on Indemnification. Notwithstanding anything contained (a) The Indemnified Party shall take commercially reasonable steps to mitigate any Damages 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, including seeking all recoveries available under applicable insurance policies. The amount of Losses recovered by an Indemnified Party under Section 14.1(a) and 14.1(b), as applicable, shall be reduced by (i) any amounts actually recovered by the Indemnified Party from a third party in this Agreement connection with such claim and (ii) the amount of any insurance proceeds paid to the contrary, Indemnified Party relating to such claim. If any amounts referenced in the indemnification rights granted preceding clauses (i) and (ii) 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 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by XIV, the Indemnified Party in violation of shall repay to the Indemnifying Party, reasonably promptly after such receipt, any amount that the Indemnifying Party would not have had to pay pursuant to this AgreementArticle XIV had such amounts been received prior to such payment. (2b) There shall be no indemnification obligation for any Losses that If the Indemnified Party had receives any payment from an opportunity but failed Indemnifying Party in respect of any Damages pursuant to take reasonable measures Section 14.1(a) or 14.1(b) and the Indemnified Party could have recovered all or a part of such Damages from a third party based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to mitigate, proceed against such third party as are necessary to permit the extent that failure Indemnifying Party to so mitigate would result in a reduction recover from the third party the amount of Losses recoverable under applicable principles of contract lawsuch payment. (3c) There For purposes of this Article XIV, the Damages associated with any inaccuracy in or breach of any representation or warranty shall be no indemnification obligation on determined without regard to materiality or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) NewCo or the Surviving Corporation, as the case may be, shall not make a particular Claim claim for indemnifiable Damages pursuant to Section 14.1(a)(1)4, other than for any inaccuracy or breach of the representations and warranties set forth in Section 5.22, 5.23 or 5.24, unless and until the aggregate amount of Losses suffered by indemnifiable Damages of NewCo and the Surviving Corporation, and the Indemnified Party Parties of each, exceeds One Hundred Thousand Dollars ($5,000.00 100,000) (the "Claim Threshold"“Threshold Amount”); provided that, in and then NewCo and the event that Losses exceed the Claim Threshold, the Indemnified Party Surviving Corporation shall be entitled to recover the entire amount of the Lossesany indemnifiable Damages. (4e) In no event will TPANewCo and the Company agree that, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the fullest extent caused permitted by Customer'sLaw, its affiliates'after the Closing and with respect to any claim or cause of action asserted by NewCo or the Surviving Corporation relating to or arising from breaches of the representations, warranties or their respective employees', officers', covenants of Seller or directors' failure to perform Customer's obligations under Xx. Xxxxxxx contained in this Agreement, nor will Customer, its affiliates, or their respective employees, officers, sole recourse and directors have any liability for any damages to exclusive remedy of NewCo and the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) Surviving Corporation shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To XIV and, other than with respect to the maximum extent permitted by Applicable LawFounder Indemnity, all Damages of NewCo and the aggregate liability Surviving Corporation and the Indemnified Parties of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited each subject to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth XIV will be satisfied solely by NewCo’s transfer agent, pursuant to the Escrow Agreement, transferring to NewCo a number of the Stock Holdback Shares equal in this Section 17.5(6). value to the Damages (7) TPA shall not be financially responsible for amounts (e.g., with the proceeds value of a Policy each share of the Stock Holdback Shares determined as set forth in the Policy) payable Escrow Agreement). With respect to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated Founder Indemnity, all Damages of NewCo and the Surviving Corporation and the Indemnified Parties of each subject to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities indemnification under this Agreement, but shall remain liable Article XIV will be satisfied solely by setoff against Stock Payment Shares (with each such share valued at the Price Per Share for any failure to perform its obligations this purpose) then subject to the extent otherwise set forth in this AgreementStock Restriction Agreement and Xx. Xxxxxxx’x liability for such Damages is capped at $250,000. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six f) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS A RESULT OF FRAUD, OTHER THAN THOSE PAID OR PAYABLE TO THIRD PARTIES, NEITHER NEWCO OR THE SURVIVING CORPORATION NOR SELLER SHALL BE LIABLE TO THE OTHER, OR THE INDEMNIFIED PARTIES OF EACH, 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 (6WHETHER OR NOT FORESEEABLE AT THE EFFECTIVE DATE) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such ServicesCONNECTED WITH OR RESULTING FROM ANY BREACH OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, OR ANY ACTIONS UNDERTAKEN IN CONNECTION HEREWITH OR THEREWITH, OR RELATED HERETO OR THERETO, 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. (a) Notwithstanding anything contained in this Agreement to the contrarySection 10.1 hereof, the Parent Indemnified Parties shall not be entitled to any indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1Section 10.1(a)(i) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, hereof unless and except to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by and Expenses to the Parent Indemnified Party Parties pursuant to Sections 10.1(a)(i) and (iv)(B) and, to the extent incident to any matter referred to in Section 10.1(a)(i) or (iv)(B), Section 10.1(a)(vi), exceeds $5,000.00 1,000,000 (the "Claim ThresholdBasket"); provided that) and, in the event that Losses exceed the Claim Thresholdsuch event, the Indemnified Party indemnifying party shall only be entitled required to pay the entire amount of the Lossessuch Losses and Expenses in excess of $750,000. (4b) In no event will TPA, its Affiliates, The amount of any Losses and Expenses for which indemnification is provided under Section 10.1(a) or their respective employees, officers, Section 10.1(b) hereof shall be net of any amounts recovered or recoverable by the indemnified party under insurance policies with respect to such Losses and directors have any liability for any damages Expenses. (c) Notwithstanding anything to the extent caused by Customer'scontrary contained herein, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, Losses and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations Expenses indemnifiable pursuant to Section 17.1(e) or Section 17.1(f) 10.1 hereof shall not include any damages attributable to an indemnified party's failure to mitigate damages after the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions indemnified party became aware of the applicable Customer. events or omissions which caused such damages (5) To it being understood that the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) concept of mitigation of damages shall be limited applied with regard to no more than what is commercially reasonable under the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5circumstances). (6d) To Notwithstanding anything to the maximum extent permitted by Applicable Lawcontrary contained herein, in no event shall the aggregate liability Parent Indemnified Parties be entitled to recover any Losses, Expenses or other amounts pursuant to the provisions of all this Article X in excess of $9,000,000 in the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees aggregate. Any amounts paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer into escrow pursuant to Section 17.2(a6.9(b) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement hereof shall be equal available solely to all fees paid settle any dispute relating to TPA under this Agreement through the last day determination of such twelve (12) month period Adjusted Equity Value and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible available for amounts (e.g., satisfaction of any indemnification claims hereunder and any amount distributed from the proceeds of a Policy as set forth in Escrow Funds to Parent or the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA Surviving Entity in connection with such Servicesdispute shall not reduce or otherwise count against or toward the $9,000,000 limitation contained in the immediately preceding sentence.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to (a) The maximum aggregate amount of indemnifiable Losses that may be recovered by the contrary, the indemnification rights granted Industrea Indemnitees pursuant to this Article 17 Section 12.2 shall be subject the Indemnity Escrow Amount (the “Cap”) and all indemnifiable Losses pursuant to the following limitations: (1) There Section 12.2 shall be no indemnification obligation for any Losses that arise satisfied solely and exclusively from or were caused by actions taken or actions not taken by the Indemnified Party then remaining amounts in violation of this Agreementthe Indemnity Escrow Fund. (2b) There No indemnification claims for Losses shall be no indemnification obligation for asserted by any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable Industrea Indemnitee under applicable principles of contract law. (3Section 12.2(a) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party that would otherwise be payable under Section 12.2(a) exceeds $5,000.00 1,525,000 (the "Claim Threshold"“Deductible”); provided that, in whereupon the event that Losses exceed the Claim Threshold, the Indemnified Party Industrea Indemnitees shall be entitled to recover the entire amount of such Losses and not only amounts in excess of the LossesDeductible. (4c) No indemnification claims for Losses shall be asserted by any Equityholder Indemnitee under Section 12.3(a) unless the aggregate amount of Losses that would otherwise be payable under Section 12.3(a) exceeds the Deductible, whereupon the Equityholder Indemnitees shall be entitled to recover the entire amount of such Losses and not only amounts in excess of the Deductible. (d) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability shall the Pre-Closing Holders be responsible for any damages Losses pursuant to Section 12.2(a) in excess of the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to funds then available in the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. Indemnity Escrow Fund. (e) In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification shall Industrea’s indemnity obligations pursuant to Section 17.1(e) or Section 17.1(f) 12.3 exceed an amount equal to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable CustomerCap. (5f) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) No party shall be limited obligated to no more than indemnify any other Person with respect to any representation, warranty, covenant or condition specifically waived in writing by the aggregate fees paid other party on or prior to TPA the Closing. (g) Any Loss under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal determined without duplication of recovery by reason of the state of facts giving rise to all fees paid to TPA under this Agreement through the last day such Loss constituting a breach of such twelve (12) month periodmore than one representation, and will be applicable to all liability of TPA pursuant to Section 17.1(e) warranty, covenant or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)agreement. (6h) To If the maximum extent permitted Closing Date occurs on or after November 1, 2018, then no indemnification claims for Losses shall be asserted by Applicable Lawany Industrea Indemnitee, and none of the aggregate liability Pre-Closing Holders shall be responsible (including from the Indemnity Escrow Fund), for any Losses arising from any Income Taxes with respect to the taxable period of all the Customers under Company or any of its Subsidiaries (or of an Affiliated Group of which one or more of them are members) that includes the date hereof; provided, for the avoidance of doubt, that if the Closing Date occurs on or before October 31, 2018, then this Section 17.2(a) and Section 17.2(f12.4(h) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period disregarded and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreementapply. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in (i) The cumulative indemnification obligations of either Contributors (collectively) or Tornier under this Section 8 shall not exceed U.S. $5 million. For the avoidance of doubt, this limitation shall not apply to indemnification for Taxes governed by Section 9 of this Agreement or to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation breach of this AgreementTax warranties. (2ii) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, Notwithstanding anything to the extent that failure to so mitigate would result contrary in a reduction of Losses recoverable this Section 8, neither Contributors (collectively) nor Tornier will have any indemnification obligations under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim this Section 8 unless and until the aggregate amount of Losses suffered losses of, respectively, Tornier or Contributors (collectively) exceeds $20,000 (the “Indemnification Threshold”); provided, however, that if such losses exceeds the Indemnification Threshold, then Contributors (collectively) or Tornier, respectively, will be obligated to indemnify respectively, Tornier or Contributors (collectively) for all such losses, including those losses equal to or less than the Indemnification Threshold. (iii) Any amounts payable under this Section 8 by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Indemnifying Party shall be entitled to reduced (A) by any amounts recoverable by the entire amount Claiming Party under insurance policies or from any other Person and (B) by any Tax benefit of the LossesClaiming Party arising from the incurrence or payment of any such indemnified amount. (4iv) In no event will TPANo party hereto shall be obligated to indemnify, its Affiliatesdefend or hold harmless, any other Person with respect to (A) any item disclosed in the Schedules or (B) any covenant or condition waived by the other party on, or their respective employeesprior to, officersthe Closing. Each party hereto agrees that, for so long as such party has any right of indemnification under Section 8, it shall not, and directors have shall use its reasonable efforts to ensure that their Affiliates do not, voluntarily or by discretionary action (including conducting any liability for any damages to invasive sampling or testing), accelerate the extent caused by Customer's, its affiliates'timing, or their respective employees', officers', or directors' failure to perform Customer's obligations increase the cost of any obligation of any other party under this AgreementSection 8, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) except to the extent that any liability such action is taken (x) for a reasonable legitimate purpose or Claim results from TPA performing its obligations under this Agreement (y) in accordance with the instructions of the applicable Customerresponse to a discovery by such party. (5v) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) No party hereto shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to payindemnify, but that were not paid because of a failure defend or hold harmless, any other Person with respect to any covenant or condition waived by TPA to comply with Applicable Laws the other party on or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such ServicesClosing.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement herein to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1a) There The amount of Losses to which an Indemnified Party may be entitled to be indemnified against and reimbursed for under this Section 9 shall be no (i) reduced by any indemnity or other recovery under any contract between an Indemnified Party and any third party and (ii) reduced by any insurance proceeds received by an Indemnified Party with respect to such Losses, (iii) reduced by any Tax benefits derived by an Indemnified Party as a result of such Losses; and (iv) increased by any Tax detriment suffered by an Indemnified Party as a result of its receipt of, or entitlement to, any indemnification obligation payments including any increase in such payments pursuant to clause (iii). The parties shall cooperate with each other with respect to making claims under any contracts between an Indemnified Party and any third parties which agreements provide indemnification or similar rights for any Losses that arise from or were caused by actions taken or actions not taken by the benefit of the Indemnified Party Party. Such cooperation shall include making all reasonable claims and demands against any such third parties and pursuing such claims and demands in violation of this Agreementa commercially reasonable and timely manner. (2b) There If the Indemnifying Party makes any payment under this Section 9 with respect to any Losses, the Indemnifying Party shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigatesubrogated, to the extent that failure of such payment, to so mitigate would result in a reduction the rights of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided thatagainst any insurer or other party with respect to such Losses, in the event that Losses exceed the Claim Threshold, and the Indemnified Party shall be entitled assign to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, Indemnifying Party any and directors have any liability for any damages all rights with respect to which and to the extent caused by Customer's, its affiliates', to which indemnification shall have been sought or their respective employees', officers', or directors' failure to perform Customer's obligations made under this Agreement, nor will Customer, its affiliates, and the Indemnified Party shall not take any action which directly or their respective employees, officers, indirectly would affect such claims that the Indemnifying Party may have with respect thereto and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement shall cooperate in accordance a timely and commercially reasonable manner with the instructions of the applicable CustomerIndemnifying Party in pursuing such claims. (5c) To the maximum extent permitted Attorney, consultant, and other professional fees and disbursements incurred by Applicable Law, TPA's aggregate liability under an Indemnified Party in connection with this Section 17.1(e) and Section 17.1(f) 9 shall be limited to reasonable and based only on time actually spent which shall be charged at no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPAprofessional's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)standard hourly rate. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in (a) The Indemnified Party shall take commercially reasonable steps to mitigate Losses, including availing itself of any defenses, limitations, rights of contribution, claims against third parties and other rights at law, and shall provide reasonable evidence and documentation of the nature and extent of any Loss payable by the Indemnifying Party upon reasonable request by the Indemnifying Party. (b) Any Third-Party Claim indemnifiable under this Agreement Article VIII shall be limited to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any amount of out-of-pocket Losses that arise from or were caused by actions taken or actions not taken incurred by the Indemnified Party in violation connection with such Third-Party Claim, net of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate dollar amount of Losses suffered any insurance proceeds received by the Indemnified Party exceeds $5,000.00 (with respect to such Losses. Promptly following the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the occurrence of any Loss for which an Indemnified Party shall be entitled intends to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of seek indemnification under this Article 17 except VIII, such Indemnified Party shall in good faith use commercially reasonable efforts to make claims for any insurance proceeds receivable with respect to such Losses, and shall provide notice of the filing of such claim and keep the Indemnifying Party reasonably informed as set forth to the status of such claim. It being understood and agreed that (i) pursuit of insurance claims with respect to Third-Party Claims shall not impair or delay a Party’s rights to pursue indemnity claims and collect hereunder and (ii) in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees event an indemnity claim is paid to TPA under this Agreement during an Indemnified Party hereunder and the twelve (12) months immediately preceding the date of the first event giving rise Indemnified Party later receives insurance proceeds with respect to a Claim indemnified by Customer pursuant such claim, such Indemnified Party shall promptly pay over such proceeds as appropriate to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this AgreementIndemnifying Party. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in this Agreement Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to the contraryPurchased Assets; Sufficiency), the 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters). (b) An Indemnified Party’s right to indemnification rights granted pursuant to this Article 17 XII on account of any Losses will be reduced by all insurance or other third party indemnification proceeds actually received by such Indemnified Party, and any such proceeds shall be taken into account for all purposes hereunder when calculating the Losses actually incurred by such Indemnified Party. The Indemnified Party shall use commercially reasonable efforts to claim and recover any Losses suffered by such Indemnified Party under any such insurance policies or other third party indemnities. The Indemnified Party shall remit to the Indemnifying Party any such insurance or other third party proceeds that are paid to the Indemnified Party with respect to Losses for which the Indemnified Party has been previously compensated pursuant to this Article XII. (c) An Indemnified Party’s right to indemnification pursuant to this Article XII on account of any Losses will be reduced by the net amount of the Tax benefits actually realized by such Indemnified Party by reason of such Loss, and the net amount of any such Tax benefits shall be taken into account for all purposes hereunder when calculating the Losses actually incurred by such Indemnified Party. The Indemnified Party shall use commercially reasonable efforts to claim and realize all such Tax benefits. (d) No Indemnified Party will be entitled to indemnification pursuant to this Article XII for Losses to the extent that such Indemnified Party has been compensated therefor pursuant to Section 3.02. (e) The Purchaser Indemnified Parties’ right to indemnification pursuant to Section 12.03 on account of any Losses will be reduced by the amount of any reserve reflected on the Financial Statements established for the specific items or matters giving rise to such Loss. (f) No Indemnified Party shall be entitled to recover from an Indemnifying Party more than once in respect of the same Losses. (g) Notwithstanding any other provision of this Agreement, including without limitation this Section 12.06, Seller shall have no obligation to indemnify any Purchaser Indemnified Party (i) for claims arising after the fourth anniversary of the Closing Date for any breach of any of the representations or warranties contained in Section 5.13 (Environmental Matters), (ii) in respect of the Special Environmental Liabilities following the fourth anniversary of the Closing Date, or (iii) in excess of $20,000,000 in the aggregate for any breach of any of the representations or warranties contained in Section 5.13 (Environmental Matters) or in respect of the Special Environmental Liabilities. (h) Notwithstanding any other provision of this Agreement, Seller’s obligation to indemnify the Purchaser Indemnified Parties for any breach of any of the representations contained in Section 5.13 (Environmental Matters) or in respect of the Special Environmental Liabilities shall be subject to the following limitations: : (1i) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA Seller shall not be responsible for any obligations increase in the cost of indemnification cleanup of any Release of Hazardous Materials or correcting a non-compliance with Environmental Law to the extent that such increase resulted from any voluntary intrusive soil or groundwater sampling conducted in, on, at or under Article 17 the Purchased Assets after the Closing Date by or on behalf of Purchaser, the Company or any of their respective employees or representatives which was not conducted in order to assess or otherwise respond to a claim or potential claim raised by a third party or to assess or prevent what Purchaser reasonably believes to be a material imminent threat to human health or the Environment; and (ii) Seller shall not be responsible for any act or omission taken by it costs to the extent such costs are incurred due to any material change in the first six (6) months use of any Seller Property after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such ServicesClosing Date.

Limitations on Indemnification. Notwithstanding anything contained The indemnification provided for in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 IX shall be subject to the following limitations: (1a) There The Indemnifying Party shall not be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by liable to the Indemnified Party for indemnification until the aggregate amount of all Losses in violation respect of indemnification exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the “Basket”). Thereafter, the Indemnifying Party shall be responsible for payment for Losses from the first dollar. (b) In no event shall any Indemnifying Party be liable to any Indemnified Party for indemnification where the aggregate amount paid by all Indemnifying Parties with respect to Losses is in excess of the aggregate of Two Million Dollars ($2,000,000) (the “Cap”). (c) Notwithstanding the foregoing, the Cap and Basket described in this Section 9.10 shall not apply with respect to Losses arising under Section 9.4(b)-(g) or Section 9.5(b)-(c) or resulting from breaches of covenants or Fundamental Representations or fraud; provided however, that in no event shall the Seller indemnifying parties be liable to the Purchaser Indemnified Parties for indemnification under Section 9.4(e) in an amount greater than the amounts paid by Purchaser to Seller under this Agreement. (2d) There Notwithstanding anything herein to the contrary, in no event shall the Indemnifying Party be no indemnification obligation for any Losses that liable to the Indemnified Party had an opportunity but failed to take reasonable measures to mitigatefor punitive, special, lost profits, or other consequential damages, except to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any such damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) are payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA third party in connection with such Servicesa claim or proceeding brought by a third party or except in connection with any fraud or intentional misconduct.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 15 shall be subject to the following limitations: (1i) There shall be no indemnification obligation obligations for any Losses Damages that arise from or were caused by actions taken or actions not failed to be taken by the Indemnified Party in violation of this AgreementParty. (2ii) There shall be no indemnification obligation for any Losses Damages that the Indemnified Party had an opportunity but failed to take reasonable measures in good faith to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses damages recoverable under applicable principles of contract law. (3iii) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses Damages suffered by the Indemnified Party exceeds $5,000.00 50,000.00 (the "Claim Threshold"); provided that, ) and then only for those Damages in the event that Losses exceed the excess of such Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the LossesThreshold amount. (4iv) In no event will TPA, its Affiliates, or their respective employees, officers, shall an Indemnifying Party be liable for indemnification payments in an aggregate amount exceeding 10% of the Customer Services Fees and directors have any liability for any damages Additional Services Fees paid to Liberty by Customer during the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. previous twelve months. (v) In no event will TPAshall an Indemnifying Party be liable for any punitive damages or interest or special, its Affiliates incidental, indirect or their respective employeesconsequential damages (whether in the nature of lost profits, officers business interruption or directors have any liability under otherwise) suffered by Indemnified Party. The provisions of this Article 15 shall not survive the termination or expiration of this Agreement or any responsibility except for indemnification obligations terminations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law14.01, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided14.02, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period14.03, and will be applicable 14.04 and then only with respect to all liability of TPA pursuant to Section 17.1(e) Claims which arose from acts or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA circumstances occurring prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Servicestermination.

Limitations on Indemnification. (a) Notwithstanding anything contained in this Agreement herein to the contrary, the indemnification rights granted pursuant Pfizer shall not be obligated to this Article 17 shall be subject to the following limitations: indemnify any NewCo Indemnified Person under Section 14.1: (1i) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party all NewCo Damages exceeds $5,000.00 [***] (the "Claim Threshold"“Deductible”); provided that, in which case the event that Losses exceed the Claim Threshold, the NewCo Indemnified Party Persons shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages recover all NewCo Damages only to the extent caused by Customer's, its affiliates', such NewCo Damages exceed the Deductible or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f(ii) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during of all NewCo Damages exceeds $[***] (the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f“Cap”); provided, however, the Cap and Deductible shall not apply to nor count towards any Pfizer indemnification obligation (A) arising out of, relating to or resulting from fraud by any Pfizer Party, or arising out of, relating to or resulting under Sections 14.1(b) or (c) or (B) arising out of, relating to or resulting from a breach of or inaccuracy in any Pfizer Fundamental Representation. (b) Notwithstanding anything herein to the contrary, NewCo shall not be obligated to indemnify any Pfizer Indemnified Person under Section 14.2: (i) unless the aggregate of all Pfizer Damages exceeds the Deductible, in which case the Pfizer Indemnified Persons shall be entitled to recover all Pfizer Damages only to the extent such [***] = CONFIDENTIAL TREATMENT REQUESTED (c) Pfizer Damages exceed the Deductible, which Pfizer Damages shall not be counted against the Deductible, or (ii) to the extent that such limit the aggregate of TPA's aggregate liability for all Pfizer Damages exceeds the first twelve Cap; provided, however, that the Cap and the Deductible shall not apply to nor count towards any NewCo indemnification obligation (12A) months arising out of, relating to or resulting from fraud by NewCo or arising out of, relating to or resulting under Sections 14.2(b), (c) or (d), or (B) arising out of, relating to or resulting from a breach of or inaccuracy in any NewCo Fundamental Representation. (d) All indemnification payments under this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except treated as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations adjustments to the extent otherwise set forth in this AgreementConsideration for all Tax purposes unless Laws require otherwise. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything (a) No Indemnifying Party will be liable for indemnification as a result of any inaccuracy in or breach of any representation or warranty of such Indemnifying Party contained in this any Primary Transaction Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate Losses for which such Party, together with its Affiliates who or which are, or could be based on the applicable provisions of the Primary Transaction Agreements, Indemnifying Parties, would otherwise be liable under the Primary Transaction Agreements exceed $250,000 in the aggregate (at which point such Indemnifying Party shall be liable only for Losses in excess of that sum). The aggregate total amount in respect of which an Indemnifying Party (or group of affiliated Indemnifying Parties) will be liable to indemnify and hold harmless Indemnified Parties as a result of any inaccuracy in or breach of any representation or warranty of such Indemnifying Party contained in any Primary Transaction Agreement or in any certificate, instrument or other document delivered by or on behalf of such Indemnifying Party pursuant to the Primary Transaction Agreements will not exceed 20% of the Closing NAV; provided, however, that the foregoing limitations do not apply to claims under (i) Sections 5.1 (Organization), 5.2 (Authorization), 5.6 (Brokers), 6.1 (Organization), 6.2 (Title to Alternative Assets) and 6.7 (Brokers) of this Agreement and (ii) Section 2.9 (Authorization) of Exhibit A to the Exchange Agreement. (b) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or special damages, other than punitive or special damages required to be paid by an Indemnified Party to a third party. (c) Nothing in this Section 12 or in any Primary Transaction Agreement will limit the liability of any Person to another Person for fraud, willful misconduct or intentional misstatements. (d) Other than with respect to tax matters, each Indemnified Party shall exercise, and cause its Affiliates to exercise, commercially reasonable efforts to mitigate any Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise to a right of indemnification hereunder, including exercising commercially reasonable efforts to limit remediation costs. (e) In calculating the amounts otherwise payable to an Indemnified Party, the amount of any indemnified Losses suffered shall be computed net of payments and tax benefits actually recovered by the Indemnified Party exceeds $5,000.00 under any insurance policy or other contract with respect to such Losses (the "Claim Threshold"); provided that, net of reasonable collection costs and increases in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, premiums and directors have any liability for any damages retro-premiums to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5Losses paid). (6f) To the maximum extent permitted by Applicable LawEach Party acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, the aggregate liability willful misconduct or intentional misrepresentation) arising out of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited or related to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date any breach of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) any representation, warranty, covenant, agreement or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this obligation set forth in any Primary Transaction Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of the indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as provisions set forth in the Policy) payable Primary Transaction Agreements, subject in each case, to a beneficiary the limitations on liability in this Section 12. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under that Policy that the applicable Customer was otherwise legally or contractually obligated to paylaw, but that were not paid because any and all rights, claims and causes of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable action for any failure to perform its obligations to the extent otherwise breach of any representation, warranty, covenant, agreement or obligation set forth in this Agreement. (8) TPA shall not be responsible for any obligations Primary Transaction Agreement or otherwise relating to the subject matter of the Primary Transaction Agreements it may have against any other party, except pursuant to the indemnification under Article 17 for any act or omission taken by it provisions set forth in the first six (6Primary Transaction Agreements. Nothing in this Section 12.4(f) months after shall limit any Party’s right to seek and obtain any equitable relief to which such Party may be entitled pursuant to any provision of the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior Primary Transaction Agreements or to the Effective Date and has not violated seek any term remedy on account of this Agreement any fraud, willful misconduct or any instruction of such Customer to TPA in connection with such Servicesintentional misstatements.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement herein to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1a) There The amount of Losses to which an Indemnified Party may be entitled to be indemnified against and reimbursed for under this Section 9 shall be no (i) reduced by any indemnity or other recovery under any contract between an Indemnified Party and any third party, (ii) reduced by any insurance proceeds received by an Indemnified Party with respect to such Losses, and (iii) reduced by the amount of any tax benefits actually realized by an Indemnified Party as a result of such Losses with respect to the taxable year in which such Losses were incurred. The parties shall cooperate with each other with respect to making claims under any contracts between the Companies and/or Subsidiaries and any third parties, which contracts provide indemnification obligation or similar rights for the benefit of the Companies and/or Subsidiaries. Such cooperation shall include making all reasonable claims and demands against any Losses such third parties and pursuing such claims and demands in a commercially reasonable and timely manner. (b) If the Indemnifying Party makes any payment under this Section 9 with respect to any Losses, the Indemnifying Party shall be subrogated, to the extent of such payment, to the rights of the Indemnified Party against any insurer or other party with respect to such Losses, and the Indemnified Party shall assign to the Indemnifying Party any and all rights with respect to which and to the extent to which indemnification shall have been sought or made under this Agreement, and the Indemnified Party shall not take any action which directly or indirectly would affect such claims that arise from or were caused by actions taken or actions not taken by the Indemnifying Party may have with respect thereto and shall cooperate fully with the Indemnified Party in violation of this Agreementpursuing such claims. (2c) There Attorney, consultant, and other professional fees and disbursements incurred by an Indemnified Party in connection with this Section 9 shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There and based only on time actually spent which shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to charged at no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)professional’s standard hourly rate. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Anything to the contrary herein notwithstanding: (a) Seller shall not be required to indemnify Buyer and the other Persons specified in Section 8.2 with respect to a Loss related to a General Claim unless the amount of such Loss, when aggregated with all other such Losses of such Persons, shall exceed $250,000 (the "Minimum Aggregate Liability Amount"), at which time Losses may be asserted for the Minimum Aggregate Liability Amount and any amounts in excess thereof. Notwithstanding anything contained in this Agreement herein to the contrary, the indemnification rights granted Minimum Aggregate Liability Amount shall not apply to any Losses attributable to any inaccuracy in or breach of any Qualified as to Materiality Representation. (b) The maximum aggregate liability of Seller pursuant to this Article 17 8 with respect to any Losses related to General Claims shall be subject an amount equal to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation 10% of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 Purchase Price (the "Claim ThresholdMaximum Aggregate Liability Amount"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6c) To The Minimum Aggregate Liability Amount and the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA Maximum Aggregate Liability Amount shall not be financially responsible apply to any Loss which results from or arises out of (A) any Ownership Claim, (B) any claim arising out of Section 8.2(a), (C) any claim for amounts (e.g., the proceeds breaches of a Policy as set forth agreements or covenants in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to or (D) fraud and intentional misrepresentation or an intentional breach of warranty on the extent otherwise set forth part of Seller or Buyer in this Agreement. (8) TPA d) No party otherwise entitled to indemnification under this Agreement shall be indemnified pursuant to this Agreement to the extent that such party's Losses are increased or extended by the willful misconduct, violation of Law or bad faith of such party, in each case, as determined by a final, non-appealable judgment by a court of competent jurisdiction. (e) The amount of any indemnification under this Article 8 shall be reduced by any amount recovered by the Indemnified Party (net of reasonable expenses incurred in obtaining such recovery) under any insurance policy (including any environmental insurance policy) or from any Third Party (which recovery the Indemnified Party shall use its reasonable commercial efforts to pursue), and by any income Tax benefit related to the indemnified Loss obtained by the Indemnified Party or any Affiliate. If, after an indemnification payment has been made with respect to a Loss, the Indemnified Party or any Affiliate has a recovery, or obtains an income Tax benefit, with respect to that Loss, the Indemnified Party shall promptly pay to the Indemnifying Party the amount of that recovery or income Tax benefit, net of reasonable expenses and Tax or other costs incurred in obtaining recovery. (f) Any payment of an indemnification amount under this Article 8 shall be accounted for as an adjustment to the Purchase Price. (g) Seller shall not be responsible for required to indemnify Buyer and the other Persons specified in Section 8.2 with respect to any obligations Loss related to an Environmental Liability unless such Loss exceeds the total payments made to Buyer or such other Person under the insurance policy referred to in Section 7.10 hereof and Seller's obligation to indemnify Buyer and the other Persons specified in Section 8.2 as limited by this Section 8.6(g) shall expire upon the earlier of indemnification under Article 17 for any act (i) the fifth anniversary of the Closing Date or omission taken by it (ii) the expiration, lapse or non-renewal of the insurance policy referred to in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such ServicesSection 7.10 hereof.

Limitations on Indemnification. Notwithstanding anything contained (a) Seller shall not be required to indemnify any Person under Section 9.1(a) unless the aggregate of all amounts for which indemnity would otherwise be payable by Seller exceeds 1.5% of the Base Purchase Price, and in such event, Seller shall be responsible for only the amount in excess of such 1.5% of the Base Purchase Price, except that such limitation shall not apply to any claims arising out of Sections 2.1, 2.2, 2.4 or 2.16 for which Seller shall indemnify the Indemnified Party for the full amount of any Indemnifiable Loss. In no event shall the total indemnification to be paid by Seller under this Agreement Article IX exceeds 10% of the Base Purchase Price. Any Indemnifiable Claim with respect to any breach or nonperformance by either party of a representation, warranty, covenant or agreement shall be limited to the contraryamount of actual damages sustained by the Indemnified Party by reason of such breach or nonperformance, the indemnification rights granted net of any insurance proceeds and Net Tax Benefits. Any amounts required to be paid by Seller pursuant to Section 5.3 (other than Section 5.3(b)(ii) of this Article 17 Agreement) shall not be deemed to be an indemnification payment for purposes of this Section 9.5. (b) Seller's obligations under Section 9.1(c) with respect to item number 1 on Schedule 2.20(c) and 9.1(d) with respect to Excluded Pre-Closing Liabilities identified in subparagraph (c) of the definition of Excluded Pre-Closing Liability (as they relate to criminal conduct) shall (i) not include any Indemnifiable Losses resulting from any conviction, debarment or suspension that may result from such item other than the costs of defense and any fines or penalties related thereto and (ii) not be subject to the following limitations: (1) There shall be no indemnification obligation for provisions of Section 9.5(a). Seller hereby waives any Losses requirement that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation Buyer provide notice of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation item number 1 on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"Schedule 2.20(c); provided that, in the event that Losses exceed the Claim Threshold. In addition, the Indemnified Party parties agree that Buyer shall be entitled cause the Company to continue to defend such matters after the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement Closing Date in accordance with the instructions provisions of the applicable CustomerArticle IX. (5c) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date If an inaccuracy in any of the first event giving representations and warranties made by Seller or a breach of any covenants of Seller gives rise to a Claim indemnified by TPA an adjustment in the purchase price for the Stock pursuant to Section 17.1(e) 1.4, or Section 17.1(f); providedotherwise was the basis for a proposed adjustment to any Closing Date Statement of Net Assets, that then such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement inaccuracy or breach shall be equal not give rise to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of an indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers obligation under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6)9.1. (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant to (a) Any claim for indemnity under this Article 17 8 with respect to representations, warranties and covenants shall be subject made within *** following the end of the applicable survival period and with respect to any other matters within *** of the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation date of this AgreementClosing. (2b) There Buyer Indemnified Parties shall be no indemnification obligation for not make any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, claim against Seller or Shareholder hereunder except to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by for which such claiming parties are otherwise entitled to indemnification pursuant to this Article 8 together with losses under the Indemnified Party Auxiliary Agreement and the Transition Agreement exceeds $5,000.00 *** (the "Claim ThresholdBasket"); provided that, in ) whereupon the event that Losses exceed the Claim Threshold, the Indemnified Party claiming parties shall be entitled to be paid the entire excess of the aggregate amount of all such Losses over the LossesBasket subject to the limitations on maximum amount of recovery set forth in Section 8.7(c). (4c) In no event will TPA, its Affiliates, or their respective employees, officers, The aggregate Losses payable by Seller and directors have any liability for any damages Shareholder pursuant to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure this Article 8 with respect to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility all claims for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations together with all claims under this Agreement in accordance with the instructions Article 8 of the applicable Customer. Auxiliary Agreement and the Transition Agreement shall not exceed $*** (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f"Cap"); provided, however, that such limit this limitation shall not apply in the event of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)fraud. (6d) The gross amount which an Indemnifying Party is liable to, for, or on behalf of the Indemnified Party pursuant to this Article (the "Indemnifiable Loss") shall be reduced (including, without limitation, retroactively) by any insurance proceeds or other amounts actually recovered by or on behalf of such Indemnified Party related to the Indemnifiable Loss, and shall be further reduced to take account of any tax benefit to the Indemnified Party arising from the Indemnifiable Loss. If an Indemnified Party shall have received or shall have had paid on its behalf an indemnity payment in respect of an Indemnifiable Loss and shall subsequently receive directly or indirectly insurance proceeds or tax benefits in respect of such Indemnifiable Loss, then such Indemnified Party shall pay to such Indemnifying Party the amount of such insurance proceeds and tax benefits or, if less, the amount of such indemnity payment. For purposes of this Section, tax benefits arising from an Indemnifiable Loss shall be determined after taking into account the tax detriment, if any, arising from the receipt of insurance proceeds or indemnification payments by or on behalf of the Indemnified Party and the tax benefit, if any, to the Indemnified Party arising from any payments to the Indemnifying Party. (e) To the maximum extent permitted by Applicable Lawthere are outstanding obligations under the Convertible Note, the aggregate liability any obligation of all the Customers under Section 17.2(a) and Section 17.2(f) Seller or Shareholder to indemnify Buyer shall be limited to no more than first offset against the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement Convertible Note and any remaining sums shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period by Seller and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6)shareholder. (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) Other than with respect to Losses which were the result of fraud, the maximum amount the Parent Indemnified Parties shall be entitled to recover in the aggregate with respect to any and all Parent Indemnifiable Claims hereunder shall be the Indemnification Escrow Amount. The funds in the Indemnification Escrow Account shall be the sole source of recovery for any Parent Indemnifiable Claims hereunder, other than with respect to Losses which were the result of fraud (in the case of fraud, the funds in the Indemnification Escrow Account shall be the initial source of recovery hereunder). For the avoidance of doubt, once the funds in the Indemnification Escrow Account are exhausted, other than with respect to Losses which were the result of fraud, there shall be no further claim by any Parent Indemnified Party under this ARTICLE 9. (b) Notwithstanding anything to the contrary contained herein, upon any Indemnified Party becoming aware of any Indemnifiable Claim, such Indemnified Party shall utilize all reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate such Losses. For purposes of this ARTICLE 9, all Losses shall be computed net of (i) any insurance proceeds actually received (other than pursuant to the R&W Policy), (ii) any amounts recovered by the Indemnified Party or any of its respective Affiliates from any Person with respect to such Losses (whether under any agreement for indemnification, contribution or otherwise) and (iii) the amount of any Tax benefit actually realized, in each case by the Indemnified Party (as applicable, or any Affiliate thereof) that is attributable to the Losses to which such claim relates, and with respect to clause (iii) to the taxable period in which such Losses are incurred, treating any item of loss, deduction or credit as a result of such Losses as the last item used in such period, and taking into account any Tax detriment suffered by the Indemnified Parties as a result of such Losses and the receipt of the related indemnity payment (in the case of clauses (i), (ii) and (iii), net of the cost and expense of obtaining any such benefits, proceeds, payments or reimbursements). The Indemnified Party shall use commercially reasonable efforts to pursue, and to cause their respective Affiliates to pursue, all insurance claims, other third party payments and Tax benefits to which it or they may be entitled in connection with any Losses incurred. If any Indemnified Party actually receives any insurance or other third party payment in connection with any claim for Losses for which it has already received a payment under this ARTICLE 9, it shall pay to Seller or Parent, as applicable, within thirty (30) days after such payment is received, an amount equal to the excess of (x) the amount previously received by such Indemnified Party with respect to such claim plus the amount of such insurance or other third party payment, less the costs of collection and, if insurance proceeds are received, any increase in premiums directly caused by the receipt of such insurance proceeds, over (y) the amount of Losses to which Parent or Seller, as applicable, has become entitled under this Agreement in connection with such claim. (c) Notwithstanding anything in this Agreement to the contrary, for the indemnification rights granted pursuant purpose of calculating the amount of any Losses incurred as a result of any breach of the representations and warranties and covenants contained in this Agreement, any qualification with respect to this Article 17 materiality, Company Material Adverse Effect or other similar qualification shall be subject disregarded (except with respect to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this AgreementSection 3.4(a), Section 3.6, Section 3.7 and Section 3.20). (2d) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, Notwithstanding anything else to the extent that failure contrary set forth herein, the right to so mitigate would result in a reduction indemnification, payment of Losses recoverable under applicable principles or any other remedy based on representations, warranties or covenants will not be affected by any investigation conducted with respect to or any knowledge acquired (or capable of contract lawbeing acquired) at any time with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty or covenant. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4e) In no event will TPA, its Affiliates, or their respective employees, officers, shall any Parent Indemnified Party be entitled to indemnification pursuant to this ARTICLE 9 with respect to any Liability (including any Liability for Taxes) that is accrued (and directors have any liability for any damages then only to the extent caused by Customer's, its affiliates', thereof) in or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to that was otherwise taken into account in the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement calculation of the Purchase Price or any responsibility for indemnification obligations payment or offset made or taken pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(56.2(h). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) The Investor shall not have any liability under this Article 7 hereof unless and until the aggregate Losses suffered by the Company Indemnified Parties, on a cumulative basis, exceed $125,000 (the “Deductible”), and then only to the extent such Losses exceed the Deductible. The Investor shall not be required to indemnify the Company Indemnified Parties for an aggregate amount of Losses in excess of, whether based on contract, tort, strict liability, other Laws or otherwise, $5,000,000 (the “Cap”). The indemnification obligation set forth in Section 7.2(x) shall survive until the first anniversary of the Closing Date and the indemnification obligation set forth in Section 7.2(y) shall survive until the third anniversary of the Closing Date (the “Survival Period”); provided, however, that any obligations to indemnify and hold harmless shall not terminate with respect to any Losses as to which a Company Indemnified Person shall have given notice in accordance with Section 7.4 before the termination of the Survival Period. Notwithstanding anything contained in this Agreement to the contrary, in no event shall the indemnification rights granted Investor or any of its Affiliates be liable for, or indemnify any Company Indemnified Party with respect to, from and against and in respect of any Losses arising out of, attributable to, based upon or resulting from the Assumed Liabilities. (b) To the extent that the Company Indemnified Parties have recovered all or any portion of their Losses with respect to any matter arising under one provision of this Agreement, such Company Indemnified Party shall not be entitled to recover such portion of such Losses pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation other provisions of this Agreement. (2c) There No claim shall be no indemnification obligation for brought or maintained by any Losses that the Company Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There against any Investor Representative and no recourse shall be no indemnification obligation on a particular Claim unless and until the aggregate amount brought or granted against any such Investor Representatives (pursuant to Section 5.9), by virtue of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, or based upon any alleged misrepresentation or inaccuracy in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount or breach of any of the Losses. (4) In no event will TPArepresentations, its Affiliates, warranties or their respective employees, officers, and directors have covenants of any liability for any damages to the extent caused by Customer's, its affiliates', party hereto set forth or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under contained in this Agreement or any responsibility for indemnification obligations pursuant exhibit or schedule hereto or any certificate delivered hereunder, unless such Company Indemnified Party reasonably and in good faith believes that such Investor Representative committed intentional fraud with respect to Section 17.1(e) any such alleged misrepresentation, inaccuracy or Section 17.1(f) breach, and no such Investor Representative shall be subject to any liability with respect to any such alleged misrepresentation, inaccuracy or breach except to the extent that any liability or Claim results it has been judicially determined (and is non-appealable) to have arisen from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customerintentional fraud committed by such Investor Representative. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement (a) Sellers shall have no obligation to indemnify any Buyer Indemnified Party from and against any Losses until the aggregate Losses suffered by all Buyer Indemnified Parties exceed $25,000, at which time Sellers shall be liable to the contraryBuyer Indemnified Parties for the entire amount of all aggregate Losses suffered by all Buyer Indemnified Parties. (b) Buyer shall have no obligation to indemnify any Seller Indemnified Party from and against any Losses until the aggregate Losses suffered by all Seller Indemnified Parties exceed $25,000, the indemnification rights granted pursuant to this Article 17 at which time Buyer shall be subject liable to the following limitations:Seller Indemnified Parties for the entire amount of all aggregate Losses suffered by all Seller Indemnified Parties. (1c) There shall be no indemnification time limit on claims under this Agreement. (d) The liability of Sellers or Buyer under this Article VIII shall be reduced by an amount equal to (i) any net Tax Benefit realized by the Indemnified Party (resulting from any Loss suffered by the Indemnified Party that forms the basis of the Indemnifying Party's obligation hereunder), giving effect to any Tax liabilities of the Indemnified Party arising as a result of any payments made by an Indemnifying Party with respect to such claim for indemnification; and (ii) the value of any Losses that arise from or were caused by actions taken or actions not taken insurance benefit realized by the Indemnified Party in violation connection with any Loss suffered by such Person that forms the basis of this Agreementthe Indemnifying Party's obligation hereunder. Buyer and each Seller shall use its commercially reasonable efforts to pursue any insurance benefits covering any Loss suffered by any Indemnified Party that forms the basis of such Indemnified Party's claim against such Indemnifying Party. (2e) There shall be no indemnification obligation Each party agrees that from and after the Closing, its sole remedy with respect to any claims for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, money damages relating to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until Transactions or the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months subject matter of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of the express indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise provisions set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. The indemnification obligations set forth in Section 9.1 and Section 9.2 shall be subject to the following limitations: (a) The limitations set forth in this Section 10.5 shall not apply to Losses that are caused by, result from, relate to, arise out of or are in the nature of claims by any Party based on fraud or willful misconduct. (b) Each Buyer Indemnified Party, as applicable, shall use its commercially reasonable efforts to recover insurance proceeds that may be available to it as a result of the matter giving rise to any indemnification claim under Section 9.2; provided that such efforts shall not be a condition precedent to the right of the Buyer Indemnified Parties to seek indemnification hereunder. If a Buyer Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim thereof prior to the date upon which Seller is given notice of such claim, then Seller’s indemnification obligations with respect to such claim shall be reduced by the amount of any such insurance proceeds actually received by the Buyer Indemnified Party, net of any reasonable expenses incurred thereby to obtain such proceeds. If a Buyer Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim thereof against Seller after Seller has paid such indemnification claim to a Buyer Indemnified Party, then the Buyer Indemnified Party shall promptly turn over any such insurance proceeds received to Seller, net of any reasonable expenses incurred by the Buyer Indemnified Party to obtain such proceeds, to the extent of the payments made by Seller to the Buyer Indemnified Party on the claim. (c) No Indemnifying Party shall have any liability under any provisions of this Agreement for any Losses to the extent that such Losses are caused by actions taken by the Indemnified Party or its Affiliates. (d) Notwithstanding anything contained in this Agreement to the contrary, any amounts payable pursuant to the indemnification rights granted pursuant to obligations under this Article 17 ARTICLE IX shall be subject to the following limitations: (1) There paid without duplication, and in no event shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation be indemnified under different provisions of this Agreement. (2) There shall be no indemnification obligation Agreement for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the same Losses. (4e) In Notwithstanding anything contained in this Agreement to the contrary, Losses as used herein shall mean those which are probable and reasonably foreseeable consequences of the breach, and shall not include and in no event will TPAshall any Indemnifying Party be liable to any Indemnified Party for, its Affiliatesany punitive, special or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f)indirect damages; provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is it being understood that there are no special circumstances applicable to Buyer or its business or operation that have been disclosed to Seller; and further, that an Indemnifying Party shall be no other dollar limitation applicable liable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5an Indemnified Party with respect to any special, indirect or punitive damages arising from a Third Party Claim that such Indemnified Party is required to pay to any Person who is not a Party (or an Affiliate thereof). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained (a) Except in the case of claims alleging Fraud, there shall be no liability under this Article XI for any amount in excess of the amounts available for recovery specified in Section 11.6(a). (b) The amount of any Damages for which indemnification is provided under this Agreement shall be net of any amounts actually recovered with respect to such Damages under or from (i) insurance policies, in excess of the sum of (A) reasonable out-of-pocket costs and expenses relating to collection under such policies, (B) any incremental increase in premiums directly resulting therefrom and (C) any deductible or retention associated therewith, (ii) any net Tax benefit realized by such Parent Indemnified Party, as determined by Parent in its sole discretion, on account of such Damages in the taxable year in which such Damages arise and (iii) any other source (net of any costs to recover such amounts); provided that no Parent Indemnified Party shall have any obligation to make a claim under any insurance policy (other than the R&W Insurance Policy), and any amounts recovered under insurance policies (other than the R&W Insurance Policy) shall be a secondary source of remedy for Damages (the R&W Insurance Policy and indemnification provided in this Agreement Article XI being, subject to the contraryorder of recovery set forth in Section 11.6(a), the primary sources). (c) Each Parent Indemnified Party shall use commercially reasonable efforts to mitigate, in accordance with applicable Law, any Damages subject to indemnification rights granted pursuant to this Article 17 shall XI upon becoming aware of any event or circumstance that would reasonably be subject expected to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from constitute or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreementgive rise to such Damages. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5d) To the maximum extent permitted by Applicable applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) any payment made by a Person indemnifying a Parent Indemnified Party pursuant to this Article XI shall be limited to no more than treated on the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, Parties’ Tax Returns and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except otherwise as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations an adjustment to the extent otherwise set forth in this AgreementPurchase Price for all Tax purposes. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 shall be (but subject to the following limitations:other limitations contained in Section 9.3): (1a) There With respect to all the matters described in Section 9.2 collectively, the aggregate maximum liability of each Securityholder shall be no indemnification obligation for not exceed an amount equal to the Merger Consideration actually received by such Securityholder; provided, that the foregoing limitation shall not apply in respect of any Losses that arise from Actual Fraud committed (i) by the Company or were caused any authorized representative of the Company in his, her or its capacity as such, or (ii) by actions taken such Securityholder. (b) The obligations of the Securityholders under Section 9.2 for each claim shall be several (and not joint). Each Securityholder’s liability for the Losses arising out of any item or actions items for which indemnification is sought (for the avoidance of doubt, also subject to the other limitations contained herein) shall not taken exceed (individually or in the aggregate) such Securityholder’s applicable Indemnity Pro Rata Share of such Losses except in the case of such Securityholder’s Actual Fraud. (c) Any calculation of Losses hereunder shall be reduced by any amounts recovered by an Indemnified Party as a result of indemnification by third parties, and any insurance proceeds made available or actually received for such Losses, net of any actual collection costs and reserves, expenses, deductibles or premium adjustments or retrospectively rated premiums (as reasonably determined by an Indemnified Party) incurred or paid to procure such recoveries) and Taxes thereon. The Indemnified Party shall use commercially reasonable efforts to seek recovery under Buyer’s now-existing insurance policies covering any Losses. Notwithstanding anything to the contrary contained herein, in no event shall any Buyer Indemnified Party be required to institute an Action against any insurer or any other Person. In the event that an insurance or other recovery is made with respect to any Loss for which such Indemnified Party has already been paid by the Indemnifying Party hereunder, then the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, refund promptly to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until Indemnifying Party the aggregate amount of Losses suffered by the recovery for which indemnification was previously paid to the Indemnified Party exceeds $5,000.00 by the Indemnifying Party (the "Claim Threshold"); provided thatsuch refund shall be limited to, in the event that Losses exceed the Claim Thresholdand not exceed, the Indemnified amount previously paid by the Indemnifying Party shall be entitled with respect to the entire amount of the Lossessuch Loss). (4d) In Notwithstanding anything to the contrary herein, no event will TPA, its Affiliates, or their respective employees, officers, and directors Securityholder shall have any liability for any damages to the extent caused by Customer'samounts hereunder, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations including under this AgreementARTICLE IX, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions excess of the applicable Customeramounts actually received by such Securityholder hereunder, except in respect of any Losses that arise from the Actual Fraud by the Company or such Securityholder. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything else contained in this Agreement herein to the contrary, the no indemnification rights granted pursuant to payable by an indemnifying party in this Article 17 10 shall be subject to the following limitations: required from an indemnifying party (1a) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by individual item where the Indemnified Party Damages related thereto are less than $5,000 and (b) in violation respect of this Agreement. each individual item where the Damages related thereto exceed the amount set out in clause (2a) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigateabove, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered Damages incurred by the Indemnified Party a party to be indemnified exceeds $5,000.00 100,000 (the "Claim ThresholdDeductible"); provided that, in . In the event that Losses a party to be indemnified's Damages exceed the Claim ThresholdDeductible, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customerindemnifying party's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages apply only to all such Damages that exceed the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this AgreementDeductible. In no event will TPA, its Affiliates or their respective employees, officers or directors have any shall the aggregate liability under this Agreement or any responsibility Article 10 of (i) the Seller and the Company for indemnification obligations pursuant all claims hereunder exceed an amount equal to Section 17.1(e$3,200,000 (the "Cap"), and (ii) or Section 17.1(f) the Buyer for all claims hereunder exceed an amount equal to the extent that Cap; provided, however, that, with respect to any liability Damages suffered or Claim results incurred by a Buyer Indemnified Party resulting from TPA performing its obligations under this Agreement in accordance with the instructions or arising out of the applicable Customer. (5) To the maximum extent permitted by Applicable Lawa claim for fraud, TPA's aggregate liability or under Section 17.1(e10.2(b) (related solely to a breach of any covenant contained in Sections 6.3, 6.8, 6.9, 6.10, 6.13, 6.14 or 7.3), under Section 10.2(c), or under Section 10.2(d) the Seller (and Section 17.1(fthe Company if such claim relates to an event or occurrence that arises prior to the Closing) shall be limited liable for all such Damages, without regard to no more than the aggregate fees Cap or the Deductible. Amounts payable for Damages suffered or incurred by a Buyer Indemnified Party resulting from or arising out of a claim under Section 10.2 shall be paid first from the Restricted Account and then the Seller (and the Company if such claim relates to TPA under this Agreement during an event or occurrence that arises prior to the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(fClosing); provided, however, that such limit amounts payable for Damages suffered or incurred by a Buyer Indemnified Party resulting from or arising out of TPA's aggregate liability a claim for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month periodfraud or willful misrepresentation, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a10.2(b) and (related solely to a breach of any covenant contained in Sections 6.3, 6.8, 6.9, 6.10, 6.13, 6.14 or 7.3), under Section 17.2(f10.2(c), or under Section 10.2(d) shall be limited paid first by the Seller (and the Company if such claim relates to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first an event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided occurrence that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA arises prior to the Effective Date Closing) and has not violated any term of this Agreement then from the Restricted Account; provided, further, however, that the Buyer Indemnified Parties may choose to seek payment first from the Restricted Account prior to seeking payment from the Seller (and the Company if such claim relates to an event or any instruction of such Customer occurrence that arises prior to TPA in connection with such Servicesthe Closing).

Limitations on Indemnification. Notwithstanding anything contained (a) The Indemnifying Party shall be subrogated to any right, defense or Claim that the Indemnified Person may have against any other Person with respect to any matter giving rise to a Claim for indemnification hereunder. Such Indemnified Person shall cooperate with the Indemnifying Party in a reasonable manner, at the sole cost and expense of the Indemnifying Party, in presenting any subrogated right, defense or Claim. (b) All indemnifiable Losses shall be determined net of any amounts actually recovered by the Indemnified Person under insurance policies (including the SNF R&W Policy) with respect to such Losses, such amounts actually recovered to be net of reasonable and documented out-of-pocket costs of collection and any retrospective or prospective premium increase to the extent attributable or reasonably relating to any such claim thereunder as reasonably demonstrated by the Indemnifying Party. (c) All indemnifiable Losses shall be determined without duplication of recovery under other provisions of this Agreement or the Ancillary Agreements. Without limiting the generality of the prior sentence, if a set of facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement of this Agreement that is subject to an indemnification obligation under this Article VI, only one recovery of indemnifiable Losses shall be allowed with respect to such set of facts, conditions or events, and in no event shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement arising out of the contrarysame set of facts, the indemnification rights granted conditions or events. (d) No Party shall have any right to off-set or set-off any payment due pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this AgreementVI. (2e) There shall be no indemnification obligation The HomecareCo Group and the HospitalCo Group agree to treat, and to cause their respective Affiliates to treat, for all Tax purposes, any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigatepayment made under this Article VI and Article VII, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations an adjustment to the extent otherwise set forth in this AgreementHospital Merger Consideration. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained (a) In no event shall any Signing Stockholder be required to indemnify the Indemnified Party (or to allow set-offs in this Agreement lieu thereof pursuant to Section 12.5) for amounts aggregating more than the contraryamount of (i) 150% of (ii) the sum of (A) the aggregate amount payable pursuant to Section 3.1, multiplied by (B) the percentage of the equity of Seller that is owned by such Signing Stockholder or any Affiliate thereof; provided, however, that such indemnification rights granted and/or set-offs shall not be so limited in respect of Taxes or Environmental, Health and Safety Liabilities. (b) In no event shall Buyer and SFX or the Seller be required to indemnify an Indemnified Party (or to allow set-offs in lieu thereof pursuant to Section 12.5) for amounts (including amounts paid by such Indemnifying Party pursuant to Section 12 of the Other Agreements) aggregating more than the limit set forth in subsection (a) above for all Signing Stockholders; provided, however, that such indemnification and/or set-offs shall not be so limited in respect of Taxes or Environmental, Health and Safety Liabilities. (c) Each party will have no liability for indemnification pursuant to this Article 17 Section 12 until the total of all Damages for which such party is the Indemnifying Party exceeds $100,000 (at which time such party shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by indemnify the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of Damages). However, this Section 12.7(c) will not apply to Damages related to any breach of any representations and warranties of which the LossesIndemnifying Party had knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by the Indemnifying Party of any covenant or obligation. (4d) For purposes of this Section, shares of Class A Common Stock of SFX stock deliverable by Buyer pursuant to Section 3.1 shall be valued at the average of the high and low sales prices thereof, as reported on the Nasdaq National Market, on the Closing Date. (e) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have shall any liability party be required to indemnify an Indemnified Party for any damages Damages arising subsequent to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months five years after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such ServicesClosing Date.

Limitations on Indemnification. Notwithstanding anything contained in 8.3.1 In no event shall Seller’s aggregate liability under Section 8.1.1 or Buyer’s aggregate liability under Section 8.1.2 (excluding with respect to Buyer’s obligation to pay the Purchase Price, which shall not count against the limitations provided herein), respectively, exceed the amount of the Purchase Price. 8.3.2 No Party shall have any liability under this Agreement Article 8 for an otherwise indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the Indemnified Party and is due and payable, so long as the claim for such Loss was timely submitted pursuant to the contrary, the indemnification rights granted pursuant to provisions of this Article 17 8. 8.3.3 Except with respect to Losses arising from Excluded Taxes, no Party shall be subject to the following limitations: (1) There shall be no indemnification obligation liable for any Losses under this Article 8 to the extent the Buyer Indemnitees or the Seller Indemnitees, as applicable, failed to mitigate such Losses in accordance with applicable Laws. Each Party shall, and shall cause its respective Affiliates to, use commercially reasonable efforts to mitigate any Loss indemnifiable hereunder (except with respect to Losses arising from Excluded Taxes) upon and after becoming aware of any event that arise could reasonably be expected to give rise to any such Loss. For the avoidance of doubt, nothing in this Section 8.3.3 shall be interpreted as in any way limiting any Party’s rights or obligations under Section 5.13. 8.3.4 The amount of Losses recovered by an Indemnified Party under Section 8.1.1 or Section 8.1.2, 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 (including under the R&W Policy) and (c) any Tax benefit arising from any Losses that are attributable to the Purchased Subsidiary, but only to the extent that (x) the related indemnification payment does not result in a reduction in the tax basis of any asset of Buyer or were caused by actions taken or actions not taken its Affiliates other than the Purchased Shares and (y) such Tax benefit is actually realized by the Indemnified Party in violation of this Agreement. cash in the current year and taxable year immediately following in which such Losses are incurred (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation calculated on a particular Claim unless “with and until the aggregate amount without” basis), net of Losses suffered any reasonable, documented, out of pocket costs and expenses or Taxes incurred by the Indemnified Party exceeds $5,000.00 in connection with obtaining such recovery, proceeds or Tax benefit. An Indemnified Party shall use its commercially reasonable efforts to collect insurance proceeds for any Loss that is subject to indemnification by any Indemnifying Party under Section 8.1.1 or Section 8.1.2, as applicable. If any amounts referenced in the preceding clauses (a) and (b) are received after payment by the "Claim Threshold"Indemnifying Party of the full amount otherwise required to be paid to an Indemnified Party pursuant to this Article 8, 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 8 had such amounts been received prior to such payment (net of any Taxes or other costs incurred by the Indemnified Party in connection with the collection or receipt of any such amounts); provided that, in . 8.3.5 In the event that Losses exceed an Indemnified Party has any rights against a Third Party with respect to any occurrence, claim or Loss that results in a payment by an Indemnifying Party under this Article 8, such Indemnifying Party shall be subrogated to such rights to the Claim Thresholdextent of such payment. Without limiting the generality of any other provision hereof, each Indemnified Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise cooperate in the prosecution of such claims. 8.3.6 For the avoidance of doubt, no Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth 8 in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability respect of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations Loss to the extent otherwise set forth such Indemnified Party has been previously indemnified or reimbursed in this Agreement. (8) TPA shall not be responsible for respect of such Loss pursuant to any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term other provision of this Agreement or any instruction provision of such Customer any Ancillary Agreement. No Party shall be entitled to TPA in connection any payment, adjustment or indemnification more than once with such Servicesrespect to the same matter.

Limitations on Indemnification. (a) A Purchaser Indemnified Party may assert a claim for indemnification pursuant to Section 9.2(a) only if the Purchaser Indemnified Party delivers to Seller a Claim Notice with respect thereto prior to the expiration of the applicable survival period set forth in Section 9.1. Any claim for indemnification not timely made by a Purchaser Indemnified Party in accordance with this Section 9.5(a), and Seller’s indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived by such Purchaser Indemnified Party. (b) A Seller Indemnified Party may assert a claim for indemnification pursuant to Section 9.3(a) only if the Seller Indemnified Party delivers to Purchaser a Claim Notice with respect thereto prior to the expiration of the applicable survival period set forth in Section 9.1. Any claim for indemnification not timely made by a Seller Indemnified Party in accordance with this Section 9.5(b), and Purchaser’s indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived by such Seller Indemnified Party. (c) Notwithstanding anything contained in this Article IX to the contrary: (i) except for claims based on Fraud, Seller shall not have any indemnification obligations under Section 9.2(a)(i) (other than with respect to breaches of Seller Fundamental Representations or representations and warranties contained in Section 5.9 (Taxes), (A) for any individual claim (with all claims arising out of substantially the same facts being aggregated for such purpose) where the Loss relating thereto is less than $45,000 (the “De Minimis Amount”) or (B) in respect of claims where the Loss relating thereto is equal to or greater than the De Minimis Amount, unless the aggregate amount of the Losses relating to all such claims exceeds $1,750,000, and then only to the extent of such excess; (ii) in no event shall the aggregate amount of Losses to be paid by Seller under Section 9.2(a)(i) (other than with respect to breaches of Seller Fundamental Representations or representations and warranties contained in Section 5.9 (Taxes)) and Section 9.2(a)(ix) exceed $17,500,000; (iii) Seller shall not have any indemnification obligations under Section 9.2(a)(iii) for any individual claim (with all claims arising out of substantially the same facts being aggregated for such purpose) where the Loss relating thereto is less than the De Minimis Amount; and (iv) in no event shall the aggregate amount of Losses to be paid by Seller pursuant to this Agreement (other than pursuant to Section 9.2(a)(iv) or Section 9.2(a)(vii)) exceed an amount equal to the Purchase Price which, for the avoidance of doubt, includes all Losses paid or incurred by the Seller or its Affiliates pursuant to Section 7.21. (d) Seller shall be deemed to have not breached any representation or warranty contained in Article V as a consequence of the existence of any fact, circumstance or event that is disclosed on any Schedule to this Agreement, whether or not such Schedule includes a cross-reference to the specific Section containing such representation or warranty or the specific Section containing such representation or warranty includes a reference to such Schedule, so long as the applicability of such disclosure to such representation or warranty is readily apparent on its face. (e) No Purchaser Indemnified Party shall be entitled to indemnification under this Article IX for any amount to the extent such amount is reflected in an adjustment to the Purchase Price as provided in Sections 3.3 and 3.4. No Purchaser Indemnified Party shall be entitled to indemnification under Section 9.2(a)(i) with respect to any breach of a representation or warranty of Seller contained in Article V that results from (i) an action taken after the date of this Agreement with the written consent, or at the written request, of Purchaser or (ii) an action not taken with the written consent, or at the written request, of Purchaser. (f) The amount of any Losses for which indemnification is provided under this Article IX shall be net of any amounts actually recovered by the Indemnified Party, using its commercially reasonable efforts, under insurance policies or otherwise. (g) All Materiality Qualifications included in the representations and warranties contained in this Agreement will be disregarded for purposes of calculating the amount of Losses for which an Indemnified Party is entitled to indemnification under this Agreement and for purposes of determining whether a breach of a representation or warranty has occurred. (h) Notwithstanding anything contained in this Agreement to the contrary, Purchaser, on behalf of itself and each of the indemnification rights granted pursuant other Purchaser Indemnified Parties, acknowledges and agrees that, except for the representations and warranties contained in Article V, neither Seller nor any other Person is making any express or implied representation or warranty with respect to Seller, the Acquired Company, the Business or the transactions contemplated by this Agreement, and Seller disclaims any such representations or warranties, whether made by Seller, the Acquired Company, any Affiliate of Seller or Acquired Company or any Representative of any of them. Purchaser specifically disclaims that it is relying upon or has relied upon any such representations or warranties that may have been made by any Person, and acknowledges and agrees that Seller has specifically disclaimed and does hereby specifically disclaim any other representation or warranty made by any Person. Any claims a Purchaser Indemnified Party may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller contained in Article 17 shall V. In furtherance of the foregoing, except for the representations and warranties contained in ‎Article V, Purchaser, on behalf of itself and each of the other Purchaser Indemnified Parties, acknowledges and agrees that no Seller, Acquired Company, Affiliate of Seller or the Acquired Company, or Representative of any of them, nor any other Person, will have or be subject to any Liability to a Purchaser Indemnified Party, or any other Person, for, and Seller hereby disclaims any Liability for, any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser, any Affiliate of Purchaser or any Representative of any of them, including any confidential memoranda distributed on behalf of Seller relating to the following limitations: Acquired Company and the Business or other publications or data room information provided to Purchaser, any Affiliate of Purchaser or any Representative of any of them, or any other document or information in any form provided to Purchaser, any Affiliate of Purchaser or any Representative of any of them in connection with the sale of the Acquired Company Equity Interests and the transactions contemplated hereby (1including any opinion, information, projection or advice that may have been or may be provided to Purchaser, any Affiliate of Purchaser or any Representative by any Representative of Seller, the Acquired Company or Affiliate of Seller or the Acquired Company) There shall be no indemnification obligation or for Purchaser’s use of any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreementsuch information. (2i) There shall be no indemnification obligation for any Losses Purchaser, on behalf of itself and each of the other Purchaser Indemnified Parties, acknowledges that it has conducted to its satisfaction, its own independent investigation of the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to Acquired Company and its properties and assets and the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided thatBusiness and, in making its determination to proceed with the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused transactions contemplated by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions each of the applicable CustomerPurchaser Indemnified Parties has relied on the results of Purchaser’s independent investigation. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained (a) No claim by any person for indemnification under this Article IX (an "Indemnitee") against any person (an "Indemnifying Party"), relating to a breach of a representation or warranty made in this Agreement may be made unless notice of such breach is given in accordance with this Article IX prior to the contrary, time the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation survival period for any Losses that arise from such representation or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreementwarranty expired. (2b) There If an Indemnitee recovers from any third party (including insurers) all or any part of any amount paid to it by an Indemnifying Party pursuant to Section 9.1 or 9.2 hereof, such Indemnitee will promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery, including any taxes and net of any tax benefit resulting from such recovery and payment), but not in excess of any amount previously so paid by the Indemnifying Party. If an Indemnitee recovers from any third party (including insurers) any amount as to which indemnification may be claimed pursuant to Section 9.1 or 9.2 hereof, such Indemnitee will have no right to claim indemnification for such amount from the Indemnifying Party. (c) The Indemnitee shall prosecute diligently and in good faith any claim for indemnification with any applicable third party (including insurers) prior to collecting any indemnification payment pursuant to Section 9.1 or 9.2 hereof. (d) Eureko shall be no obligated to provide indemnification obligation for on account of (i) any Losses that the Indemnified Party had an opportunity but failed misrepresentation or breach of warranty referred to take reasonable measures to mitigate, in Section 9.1 and (ii) Company Extra Contractual Obligations only to the extent that failure to so mitigate would result in a reduction the aggregate dollar amount of Losses recoverable under applicable principles of contract lawDamages with respect thereto exceeds $332,800. (3e) There shall be no indemnification obligation on a particular Claim unless and until the The maximum aggregate amount liability of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility Eureko for indemnification obligations pursuant for all Damages subject to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this IX including, without limitation, any amount paid pursuant to Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f9.3(d) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6)$2,912,000. (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 (a) The amount of any Losses and Expenses shall be subject reduced by the net amount of the tax benefits actually realized by the indemnified party by reason of such Losses and Expenses, as certified by the Seller Representative or the Chief Financial Officer of FRI, as applicable. No indemnifying party will have the right to the following limitations: (1) There make any examination of or to obtain any indemnified party's Tax Returns or supporting work papers or other documents in connection with any indemnification claim hereunder, and no indemnified party shall be no indemnification obligation for required to take any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party position on a Tax Return in violation of this Agreementconnection therewith. (2b) There The amount which any indemnifying party is or may be required to pay any indemnified party pursuant to SECTION 10.2(a), 10.2(b) or 10.5 hereof shall be no indemnification obligation for reduced (including without limitation, retroactively) by any Losses that insurance proceeds actually recovered by or on behalf of such indemnified party in reduction of the Indemnified Party had related Loss and Expenses. If an opportunity but failed indemnified party shall have received the payment required by this Agreement from an indemnifying party in respect of a Loss and Expenses and shall subsequently actually receive insurance proceeds in respect of such Loss and Expenses, then such indemnified party shall pay to take reasonable measures to mitigate, such indemnifying party a sum equal to the extent that failure amount of such insurance proceeds actually received (net of any expenses, other than the cost of carrying such insurance, in obtaining the same). Nothing in this SECTION 10.4(b) shall obligate an indemnified party to so mitigate would result seek insurance recoveries in respect of a reduction of Losses recoverable under applicable principles of contract lawLoss. (3c) There The Sellers shall be no indemnification obligation on a particular Claim not have any liability under SECTION 10.2(a)(i) or SECTION 10.2(a)(ii) (or SECTION 10.2(a)(iv) in respect of Claims arising under such Sections) unless and until the aggregate amount of Losses suffered by and Expenses finally determined to be indemnifiable under SECTION 10.2(a)(i), SECTION 10.2(a)(ii) and/or SECTION 10.2(a)(iv), other than in respect of the Indemnified Party representations and warranties set forth in SECTIONS 5.4, 5.5 (but only the final two sentences thereof), 5.11, 5.21, 6.4 and 6.6 hereof, exceeds an amount equal to $5,000.00 758,786 (the "Claim ThresholdBASKET"); provided that) and, in the event that Losses exceed the Claim Thresholdsuch event, the Indemnified Party Sellers shall be entitled required to pay the entire amount of all such Losses and Expenses, subject to the Lossesother limitations in this SECTION 10.4 and in SECTION 10.3. FRI and Purchaser shall not have any liability under SECTION 10.2(b)(i) (or SECTION 10.2(b)(iii) in respect of Claims arising under such Section) unless the aggregate amount of Losses and Expenses finally determined to be indemnifiable by such Persons under SECTION 10.2(b)(i) or SECTION 10.2(b)(iii) other than in respect of the representations and warranties set forth in SECTION 7.6 hereof exceeds the Basket and, in such event, FRI and Purchaser shall be required to pay the entire amount of all such Losses and Expenses, subject to the other limitations in this SECTION 10.4 and in SECTION 10.3. (4d) In No Seller shall have any further obligation to indemnify any Person under SECTION 10.2(a)(i) or SECTION 10.2(a)(ii) (or SECTION 10.2(a)(iv) in respect of Claims arising under such Sections) once the aggregate amount of Losses and Expenses for which such Seller has provided indemnification under any Section of this ARTICLE X to any one or more Persons included within the Purchaser Indemnified Parties equals the amount set forth opposite such Seller's name on the applicable column of EXHIBIT C, other than for the breach of any representation or warranty contained in SECTIONS 5.4, 5.5 (but only the final two sentences thereof), 5.11, 5.21, 6.4 and 6.6 of this Agreement. No Seller shall have any further obligation to indemnify any Person under SECTION 10.2 or SECTION 10.5 once the aggregate amount of Losses and Expenses for which such Seller has provided indemnification under any Section of this ARTICLE X to any one or more Persons included within the Purchaser Indemnified Parties equals the "Total Consideration Received" by such Seller as set forth on EXHIBIT C. Neither FRI nor Purchaser shall have any further obligation to indemnify any Person under SECTION 10.2(b)(i) or SECTION 10.2(b)(ii) once the aggregate amount of Losses and Expenses for which FRI and/or Purchaser has provided indemnification under any Section of this ARTICLE X to any one or more Persons included within the Seller Indemnified Parties equals $50,000,000, other than for the breach of any representation or warranty contained in SECTION 7.6 of this Agreement. Neither FRI nor Purchaser shall have any further obligation to indemnify any Person under SECTION 10.2 or SECTION 10.5 once the aggregate amount of Losses and Expenses for which FRI and/or Purchaser has provided indemnification under any Section of this ARTICLE X to any one or more Persons included within the Seller Indemnified Parties equals the sum of the DOIL Purchase Price and the DOP Purchase Price. (e) Except wxxx respect to breaches of the representations and warranties set forth in ARTICLE VI and breaches of covenants by any Seller (as to which each Seller shall only be liable for Losses to the Purchaser Indemnified Parties arising out of its own breach of such representations or covenants) and subject to the caps in SECTION 10.4(d) and the other limitations in this SECTION 10.4 and in SECTION 10.3, the liability of any Seller with respect to any Loss for which indemnification is provided hereunder shall be equal to the product of such Loss and the percentage set forth opposite such Seller's name on the applicable column of EXHIBIT C hereto. (f) The Sellers shall have no event will TPArecourse against DOIL, its Affiliates, DOP or the other Subsidiaries or their respective employeesdirectoxx, officers, and directors employees, Affiliates (other than FRI or Purchaser in respect of counterclaims related to or arising out of any such Claim), agents, attorneys, representatives, assigns or successors for any Claims asserted by Purchaser Indemnified Parties. (g) A claim for indemnification for breach of representation or warranty may not be sought under this ARTICLE X if the Losses in respect of such claim (aggregated with all other Losses relating to the same event or circumstances in respect of such claim) are less than $15,000. (h) For the avoidance of doubt, in no event shall any Seller have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions excess of the applicable Customer. (5) To the maximum extent permitted "Total Consideration Received" by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except Seller as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.on EXHIBIT C.

Limitations on Indemnification. Notwithstanding anything contained The party making a claim under this Section 8 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Section 8 is referred to as the “Indemnifying Party”. The indemnification provided for in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 Section 8.2 and Section 8.3 shall be subject to the following limitations: (1a) There Except in regard to breaches of any of the Fundamentals and Fraud, the Indemnifying Parties shall not be liable to the Indemnified Parties for indemnification under Section 8.2(a) or Section 8.3(a), as applicable, until the aggregate amount of all Losses in respect of indemnification under Section 8.2(a) or Section 8.3(a), as applicable, exceeds $25,000 (the “Deductible”), in which event the Indemnifying Parties shall only be required to pay or be liable for Losses in excess of the Deductible. (b) Except in regard to breaches of any of the Fundamentals and Fraud, the aggregate amount of all Losses for which an Indemnifying Party shall be no indemnification obligation liable pursuant to Section 8.2(a) or Section 8.3(a), as applicable, shall not exceed $750,000. The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 8.2(a) for breaches of any Losses of the Fundamentals shall not exceed the Closing Payment. (c) Payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3, as applicable, in respect of any Loss shall be limited to the amount of any liability or damage that arise from remains after deducting therefrom any insurance proceeds and any indemnity, contribution or were caused by actions taken or actions not taken other similar payment actually received by the Indemnified Party in violation respect of this Agreementany such claim (net of all costs and expenses incurred in recovering the proceeds). (2d) There Payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3, as applicable, in respect of any Loss shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed reduced to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction account of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered any Tax benefit actually realized by the Indemnified Party exceeds $5,000.00 arising from the incurrence of any such Losses in the calendar year such Losses occur. (the "Claim Threshold"); provided thate) Payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3, as applicable, in respect of any Loss shall not apply to the event that extent such Losses exceed (i) are specifically reflected as a Liability of Seller on the Claim Thresholdbalance sheets included in the Financial Statements, or (ii) such Indemnifying Party received recovery for such Loss as a result of the Post-Closing Adjustment. (f) The Indemnified Party shall be entitled use commercially reasonable effort to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have mitigate any liability Losses for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations which indemnification is sought under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer8. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) Notwithstanding anything contained in the foregoing provisions of this Agreement Article, but subject to the contrary(c) below, the indemnification rights granted pursuant to this Article 17 no Party shall be subject to liable under the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from indemnifications in Section 11.1 or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim 11.2 unless and until the aggregate amount of Losses suffered by the Indemnified Party liability thereunder exceeds Cdn. $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses25,000. (4b) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to Notwithstanding the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months foregoing provisions of this Agreement shall be equal Article, but subject to all fees paid to TPA under this Agreement through the last day of such twelve (12c) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Lawbelow, the aggregate liability of all the Customers Seller and the Shareholders to the Purchaser under Section 17.2(a) the indemnification provisions of this Agreement, and Section 17.2(f) the aggregate liability of the Purchaser and UTI to the Seller under the indemnification provisions of this Agreement, shall be limited in each case to no more than an amount equal to the aggregate fees paid to TPA Purchase Price. (c) The limitations on the liability of any Party under this Agreement during shall only apply to the twelve (12) months immediately preceding extent that there is not any fraud or wilful misconduct on the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit part of such Customers' aggregate Party, and all such limits on the liability for of any Party shall lapse and be of no force and effect if and to the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through extent that there is or has been fraud or wilful misconduct on the last day part of such twelve (12) month period and will be applicable Party in connection with the matter with respect to all liabilities of which any claim against such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It Party is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6)made hereunder. (7d) TPA shall not All indemnification to which an indemnified Party may be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations entitled pursuant to the extent otherwise set forth in provisions of this AgreementArticle shall be net of any insurance coverage paid to the indemnified Party with respect thereto, and shall exclude any claims arising from the indemnified Party's gross negligence or willful misconduct after the Closing. (8) TPA e) Except for those covenants contained in Article 8 and which are intended to survive Closing as provided in Article 8, no Party shall not be responsible liable under the indemnifications in Section 11.1 or 11.2 unless written notice of the claim as provided for any obligations of indemnification under Article 17 for any act or omission taken in Section 11.4 is given by it the Indemnified Party (as defined in the first six (6Section 11.4) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA Indemnifying Party (as defined in connection with such ServicesSection 11.4), within 18 months following the Closing.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant to The provisions of this Article 17 shall be IX are subject to the following limitations: (1a) There The Shareholders shall not be no obligated to pay any indemnification obligation amounts for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed Damages pursuant to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and Section 9.2 until the aggregate amount of Losses all Damages pursuant thereto exceeds an amount equal to $200,000, whereupon the Purchaser Indemnified Parties shall be entitled to indemnification under Section 9.2 for all such Damages in excess of such amount, subject to paragraph (b) below. (b) The maximum amount that all Purchaser Indemnified Parties shall be entitled to recover under Section 9.2 shall in the aggregate not exceed an amount equal to Seven Million Dollars ($7,000,000). (c) No party shall be liable under this Article IX for any Damages resulting from or relating to any misrepresentation, inaccuracy in or Breach of any representation or warranty in this Agreement, any certificate delivered pursuant to this Agreement or any Breach of any covenant or agreement in this Agreement if the party seeking indemnification for such Damages had Knowledge of such Breach prior to the Closing. (d) As recourse for any claim by a Purchaser Indemnified Party pursuant to this Article IX, such Purchaser Indemnified Party shall first seek payment out of the Escrow Amount pursuant to and in the manner set forth in the Escrow Agreement prior to exercising its rights under this Agreement including, without limitation, its rights of offset as set forth in Section 9.8. (e) Any amounts recoverable by any Indemnified Party pursuant to this Article IX with respect to any Damages shall be limited to the actual damages or losses suffered by the Indemnified Party exceeds $5,000.00 (i.e., reduced by any insurance proceeds or other payment or recoupment received, realized or retained by the "Claim Threshold"Indemnified Party as a result of the events giving rise to the claim for indemnification net of any expenses related to the receipt of such proceeds, payment or recoupment, including retrospective premium adjustments, if any); provided that, in the event that Losses exceed the Claim Threshold, the and no Indemnified Party shall be entitled to recover from any other party hereto any amount in respect to exemplary, punitive, special, indirect, consequential, remote or speculative damages, including lost profits except: (i) in the entire case of fraud; or (ii) if the Indemnified Party is liable for such damages as a result of a Third-Party Claim. Notwithstanding anything to the contrary elsewhere in this Agreement, no Indemnified Party or its Affiliates shall in any event be liable to any Indemnifying Party or its Affiliates for loss of future revenue or income, cost of capital, or loss of business reputation or opportunity except in the event that the Indemnified Party is liable for such items as a result of a Third-Party Claim. Upon the request of the Indemnifying Party, the Indemnified Party shall provide the Indemnifying Party with information sufficient to allow the Indemnifying Party to calculate the amount of the Lossesindemnity payment in accordance with this Section 9.6. An Indemnified Party shall take all reasonable steps to mitigate damages in respect of any claim for which it is seeking indemnification and shall use commercially reasonable efforts to avoid any costs or expenses associated with such claim and, if such costs and expenses cannot be avoided, to minimize the amount thereof. Purchaser shall use commercially reasonable efforts to pursue any available insurance coverage or other rights of indemnity or reimbursement from third parties with respect to any Liability. Each of the parties hereto further agrees that it shall not seek, and shall not be entitled to, punitive damages, except: (i) in the case of fraud; or (ii) in the event that a party is liable for punitive damages as a result of a Third-Party Claim, as to any matter relating to this Agreement or the transactions contemplated hereby. (4f) In All references to GAAP contained in this Agreement refer to GAAP as in effect as of the Closing Date and the Shareholders will have no event will TPA, its Affiliates, liability (for indemnification or their respective employees, officers, and directors have any liability otherwise) for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have Damages arising out of any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) changes in GAAP to the extent that any liability or Claim results from TPA performing its obligations under such changes occur after the Closing Date. All references to Legal Requirements contained in this Agreement refer to the applicable Legal Requirements, and the interpretations thereof as in accordance with the instructions effect as of the applicable CustomerClosing Date, and Shareholders will have no liability (for indemnification or otherwise) for any Damages arising out of any changes in Legal Requirements, or the interpretations thereof, to the extent that such changes occur after such date. (5g) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date Each of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month periodShareholders and Purchaser will, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date cause each of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve Shareholder Indemnified Parties (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in controlled by such Shareholder) or Purchaser Indemnified Parties, as applicable, to, use its commercially reasonable best efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. (8) TPA shall h) Notwithstanding the foregoing, the limitations in Sections 9.6(a) and 9.6(b) will not be responsible for apply to: (w) the failure or refusal of the Shareholders to deliver good title to the Stock; (x) claims or losses arising from actual fraud committed by the Shareholders or the Company upon Purchaser; (y) any obligations Breach of indemnification under Article 17 for the Core Representations or any act or omission taken by it Breach of the representations set forth in Sections 3.4 (Consents and Approvals), 3.5 (No Violation), 3.13 (Taxes), 3.28 (Title to Assets), and 4.4 (Consents and Approvals; No Violations); and (z) any Indebtedness of the Company which is not included in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA calculation of Working Capital or otherwise paid at or prior to the Effective Date and has Closing. Notwithstanding the foregoing, the limitations in Section 9.6(a) will not violated apply to any term Breach of this Agreement or any instruction of such Customer the representations set forth in Section 3.26 (Accounts Receivable). (i) Notwithstanding anything to TPA the contrary set forth in Article IX, the maximum amount that all Purchaser Indemnified Parties shall be entitled to recover in connection with a Breach by the Company of any of its representations or warranties in this Agreement related to the Subsidiaries shall be only the Damages related to such ServicesBreach which is attributable to the Company resulting from its percentage ownership of such Subsidiary. (j) This Section 9.6 is in no way intended to affect the obligation of Purchaser to deliver the Purchase Price in accordance with the terms of this Agreement.

Limitations on Indemnification. (a) Notwithstanding anything contained in any other provision of this Agreement Agreement, an Indemnified Party shall have no right to the contrary, the indemnification rights granted pursuant to under this Article 17 shall be subject to the following limitationsV for Damages: (1i) There after the Indemnified Party has received payment of Damages equal to the amount of the Purchase Price; provided, that this limitation shall be no indemnification obligation not apply to Damages resulting from a willful breach of warranty or misrepresentation or from gross negligence or willful misconduct; (ii) for any Losses a claim based upon an inaccuracy or breach of a representation or warranty unless that arise from or were caused by actions taken or actions not taken claim is asserted by the Indemnified Party in violation of this Agreement.to whom such representation or warranty was made during the applicable Survival Period during which such representation or warranty survives under Section 5.1; (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(fiii) to the extent that arising from such Indemnified Party's gross negligence or willful misconduct; or (iv) which consist of or arise with respect to special, indirect, consequential or punitive damages or expenses of any liability or Claim results from TPA performing nature. A claim shall be deemed to have been asserted for purposes of clause (ii) above only if the asserting party provides written notice to the Indemnifying Party within the prescribed period setting forth in reasonable detail (to the extent of its obligations under this Agreement in accordance with information) the instructions basis of its claim and the amount of the applicable Customer. indemnity sought (5) To to the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5then determinable). (6b) To No claim may be made by any party for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the maximum extent permitted transactions contemplated by Applicable Lawthis Agreement, the aggregate liability of all the Customers under Section 17.2(a) or any act, omission or event occurring in connection therewith; and Section 17.2(f) shall be limited each party hereby waives, releases and agrees not to no more than the aggregate fees paid xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for exist in its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6)favor. (7c) TPA shall not be financially responsible for amounts (e.g.Except with respect to a failure to pay the Purchase Price pursuant to the terms hereof, the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth indemnify provisions in this Agreement. (8) TPA Article V shall not be responsible the exclusive remedy for any obligations Damages of indemnification under Article 17 for any act the parties hereto arising out of or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior relating to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Servicesand the transactions contemplated herein.

Limitations on Indemnification. (a) Notwithstanding anything contained to the contrary in this Agreement to the contraryAgreement, the right of Buyer Indemnitees to indemnification rights granted pursuant to this Article 17 in respect of Losses under Section 8.2 shall be subject to the following limitations: (1i) There Sellers shall be have no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, liability to the extent that failure Buyer Indemnitees pursuant to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3Section 8.2(a) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of all Losses suffered in respect of indemnification under Section 8.2(a) exceeds $216,250 (the “Deductible Amount”), in which case Buyer Indemnitees shall have the right to seek indemnification for Losses in excess of, but not including, the Deductible Amount; provided, however, that the limitation set forth in this Section 8.6(a)(i) shall not apply to Losses arising out of or resulting from a breach of Sellers’ Fundamental Representations and Warranties; and (ii) in no event shall Sellers’ aggregate liability pursuant to Section 8.2(a) exceed $10,000,000; provided, however, that the limitation set forth in this Section 8.6(a)(ii) shall not apply to Losses arising out of or resulting from a breach of Sellers’ Fundamental Representations and Warranties. (b) The amount of any and all Losses shall be determined net of (i) any amounts actually recovered by the Buyer Indemnitees or the Seller Indemnitees, as applicable, under insurance policies or from other collateral sources (such as contribution agreements or contractual indemnities of any Person that are contained outside of this Agreement) with respect to such Losses and (ii) any Tax Benefits actually realized by the Buyer Indemnitees or the Seller Indemnitees, as applicable, with respect to such Losses. If an Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided thatreceives a Tax Benefit or recovers any amount under insurance policies or from other collateral sources after an indemnification payment is made to him, in the event that Losses exceed the Claim Thresholdher, or it pursuant to this Article VIII, the Indemnified Party shall be entitled promptly pay to the entire Indemnifying Party that made such indemnification payment the amount of such Tax Benefit or recovered amount; provided that in no event shall the Lossesamount of such payment to the Indemnifying Party exceed the amount of such indemnification payment. The determination of any Losses pursuant to this subsection (b) shall reflect any increase in costs or liabilities associated with any mitigating actions taken under insurance policies. (4c) In no event will TPAIf any Losses result from any matter that resulted in a reduction in the Final Working Capital as determined pursuant to Section 2.4, its Affiliates, or their respective employees, officers, and directors have any liability for any damages then Buyer Indemnitees’ recovery under Section 8.2 in respect of such Losses shall be reduced by the amount of such reduction in the Final Working Capital. Notwithstanding anything to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under contrary in this Agreement, nor will Customerin exchange for the retention of the deposits set forth on Section 1.1 of the Disclosure Schedule, its affiliatesBuyers hereby agree to assume any repairs required to be performed by the tenant under the Lease Agreement between GP East LLC, or their respective employees, officersas lessor, and directors Xxxxxx Manufacturing, L.L.C., as lessee, dated as of December 22, 2016, as memorialized by a certain Memorandum of Lease dated December 22, 2016 and recorded on December 28, 2016 in Book 56530, Page 360 with the Worchester County Register, including, without limitation, the Initial Roof Repairs and the Future Roof Repairs, as such terms are defined therein. For the avoidance of doubt, it is understood and agreed that the Buyer Indemnitees shall not have any liability for any damages right to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day respect of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)repairs. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) Notwithstanding anything contained in any provision of this Agreement to the contrary, no HSOA Indemnified Persons or PARTNER Indemnified Persons shall be entitled to indemnification or to otherwise recover any amount unless and until one or more claims (of whatever individual value) identifying Damages in excess of $25,000 in the aggregate (the "Basket Amount") has or have been delivered to the indemnifying party, in which case such HSOA Indemnified Persons or PARTNER Indemnified Persons shall be entitled to recover all Damages so identified. Furthermore, in no event shall the liability of any indemnifying party exceed an aggregate of $1,120,000. Notwithstanding the foregoing, no limitation on indemnification rights granted contained in this Section 5.4 shall apply to any Damages arising out of or relating to intentional misrepresentations or actions constituting fraud by HSOA, SUBSIDIARY, or either PARTNER in connection with representations and actions pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2b) There shall be no indemnification obligation for Notwithstanding any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, provision of this Agreement to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be contrary, no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the HSOA Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party Person shall be entitled to recover any amount pursuant to this Article V unless and until (i) the entire amount Note has been paid in full, or (ii) the HSOA Indemnified Person can reasonably show that the Damages will remain following the exercise of the Lossesrights to repurchase FIBER-SEAL Interests pursuant to the Repurchase Option Agreement. Thus, for example, if there is a breach of a representation regarding litigation, FIBER-SEAL pays the expenses associated with such breached representation, and the FIBER-SEAL Interests are repurchased pursuant to the Repurchase Option Agreement, then no HSOA Indemnified Person is entitled to be indemnified for Damages attributable to such breached representations except for those directly suffered by such Person. (4c) In no event will TPAAny amounts payable by a PARTNER to an HSOA Indemnified Person may be paid, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to at the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions election of the applicable Customer. (5) To PARTNER in either cash or HSOA Shares. If the maximum extent permitted by Applicable LawDamages are paid in HSOA Shares, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) the value of such shares shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve $2.00 per share (12) months immediately preceding the date irrespective of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for price at which they trade in the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5marketplace). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement The Sellers’ obligation to the contrary, the indemnification rights granted indemnify Purchaser Indemnified Parties pursuant to this Article 17 shall be Section 11.1 hereof and the obligations of the Purchaser to indemnify Seller Indemnified Parties pursuant to Section 11.2 are subject to the following limitations, as well as the other limitations set forth in this ARTICLE 11: (1) There 11.3.1 No claim for indemnification shall be no made against the Sellers unless the aggregate amount of Purchaser Damages exceeds $2,500,000 and, in such event, indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken shall be made by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, Sellers only to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered Purchaser Damages exceeds $2,500,000. 11.3.2 In no event (a) shall the Sellers’ individual aggregate obligation to indemnify Purchaser Indemnified Parties exceed $1,000,000.00 and (b) shall the Purchaser’s aggregate obligation to indemnify the Seller Indemnified Parties exceed $1,800,000.00; provided, however, that the foregoing limitation on the Purchaser’s indemnification obligation shall not apply to the payment obligations and guarantees of the Purchaser and Redquartz set forth in Section 1.6 of this Agreement or in the Indemnification Agreement, the Employment Agreement or the Lease. 11.3.3 The amount of any Purchaser Damages or Seller Damages, as the case may be, shall be reduced by (a) any amount actually received by the Indemnified Party exceeds $5,000.00 Parties with respect thereto under any insurance coverage or from any other party responsible therefore; and (b) the "Claim Threshold"); amount of any Tax benefit actually received by the Indemnified Parties relating thereto. The Indemnified Parties shall use all reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If the Indemnified Parties receive an amount under insurance coverage or from such other party with respect to Purchaser Damages or Seller Damages, as the case may be, at any time subsequent to any indemnification provided thatpursuant to this ARTICLE 11, in the event that Losses exceed the Claim Threshold, then the Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Party in connection with providing such indemnification up to such amount received by the Indemnified Party. 11.3.4 No party shall be entitled to seek indemnification to the entire extent it was aware of the matter giving rise to such claim prior to Closing. 11.3.5 The Sellers may, at their option, pay any Purchaser Damages in cash or by transfer of Common Stock having an aggregate fair market value equal to such Purchaser Damages. For purposes of this Section 11.3.5, the “fair market value” shall be the Market Price for such shares on the date of any final judgment is entered or settlement is reached setting forth the total amount of the LossesPurchaser Damages. (4) In no event will TPA11.3.6 Any indemnification obligations of Sellers hereunder shall be allocated on a pro-rata basis, its Affiliates, or based on their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions percentage ownership of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date common stock of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months Corporation immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date Closing, and has not violated no Seller shall be liable for the obligations of any term of this Agreement or any instruction of such Customer to TPA in connection with such Servicesother Seller hereunder.

Limitations on Indemnification. (i) Notwithstanding anything to the contrary contained in this Agreement Agreement, no Indemnifying Party shall be liable to the contrary, the indemnification rights granted any Indemnified Parties pursuant to this Article 17 shall be subject Section 5.08 unless the aggregate of all claims pursuant to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken this Section 5.08 asserted by the Indemnified Parties for which the Indemnifying Party would, but for this provision, be liable exceeds on a cumulative basis an amount equal to Two Hundred Fifty Thousand Dollars ($250,000), in violation which event the Indemnifying Party shall be liable only for the excess of this Agreementsuch claims over Two Hundred Fifty Thousand Dollars ($250,000). (2ii) There Each indemnification claim shall be no indemnification obligation for reduced by any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered insurance proceeds actually received by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided thatParty, in the event provided, however, that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to indemnification with respect to the entire amount of any indemnification claim that is in excess of the Lossescash proceeds actually received by such Indemnified Party (after deducting reasonable costs and expenses incurred in connection with the recovery of such insurance proceeds, including premium increases). If any Indemnified Party recovers from an insurance company all or any part of any indemnification payments previously paid to it by the Indemnifying Party (and even if such recovery occurs after the expiration of the Survival Period set forth in Section 8.01), the applicable Indemnified Party shall, within ten (10) Business Days, pay over to the Indemnifying Party the amount so recovered up to the amount previously paid by the Indemnifying Party. (4iii) In no event will TPAEach indemnification claim shall be reduced by any indemnity, its Affiliatescontribution or other similar payment payable to any Indemnified Party by any third party with respect to such indemnification claim and, or their respective employees, officers, and directors have if any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement Indemnified Party recovers from third parties all or any responsibility for part of any indemnification obligations pursuant payments previously paid to Section 17.1(e) or Section 17.1(f) to it by the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with Indemnifying Party (and even if such recovery occurs after the instructions expiration of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as Survival Period set forth in this Section 17.5(58.01). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(aapplicable Indemnified Party shall, within ten (10) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g.Business Days, the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations pay over to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in Indemnifying Party the first six (6) months after the Effective Date amount so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior recovered up to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Servicesamount previously paid by the Indemnifying Party.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement (a) Except with respect to Losses or Damages related to: (i) fraud by the contraryParty against whom indemnification is sought; or (ii) a Claim relating to an undisclosed liability of Seller existing as of the Closing Date, the indemnification rights granted pursuant to this Article 17 shall all of which will be subject to the following limitationsapplicable statute of limitations for recovery with respect thereto, the obligations of Seller, Seller Parent and Purchaser pursuant to Sections 9.1 and 9.2, respectively, shall terminate and expire and shall be without any further force or effect whatsoever from and after the date eighteen (18) months after the Closing Date unless the Person seeking indemnification shall on or prior to the end of such eighteen (18) month period serve written notice on the Party from whom indemnification hereunder is sought setting forth in reasonable detail any claims which such Party may elect to assert. (b) No Party shall be required to indemnify or hold another Person harmless from, or assert a claim against the other for, any of the following: (1) There shall be no indemnification obligation for any . Damages or Losses that which arise from or were caused in connection with any Claim made by actions taken one Party against the other Party for consequential damages consisting of lost investment opportunity or actions not taken business opportunity, damages of reputation, punitive damages, exemplary damages, treble damages and nominal damages unless such Damages or Losses are incurred by the Indemnified Party in violation Purchaser, Seller or Seller Parent to an unaffiliated third party as a sole and direct result of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigatea third party claim, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided thatasserted against Purchaser, in the event that Losses exceed the Claim ThresholdSeller or Seller Parent, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreementrespectively. In no event will TPAthis subsection (i) limit a claim for diminution in value of a Pipeline Loan. 2. Losses attributable to or arising from overhead allocations or general and administrative costs and expenses of Purchaser, its Affiliates or their respective employees, officers or directors have any liability under this Agreement Seller or any responsibility for indemnification obligations pursuant to Section 17.1(e) Affiliate of Purchaser or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable CustomerSeller. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained to the contrary in this Article VIII, but subject to Section 8.3(c): (a) No party shall be entitled to recover from the other party for any liabilities, damages, obligations, payments, losses, costs, or expenses under this Agreement for any amounts in excess of the actual compensatory damages, including lost profits or diminution in value of the Shares, suffered by such party. No party shall have any liability for, and Sellers and Purchaser waive any right to recover, punitive, incidental, special, exemplary and consequential damages arising in connection with or with respect to this Agreement. The foregoing provisions of this paragraph (c) shall not apply to the contraryindemnification for Third Party Claims. (b) No party shall have any obligation to indemnify, the indemnification rights granted pursuant to this Article 17 shall be subject defend or hold an Indemnitee harmless for an Indemnifiable Loss to the following limitations: (1) There shall be no indemnification obligation for any Losses extent that arise from or were the Indemnifiable Loss was caused by actions taken the Indemnitee's negligence or actions not taken by willful misconduct or the Indemnified Party in violation failure of the Indemnitee to perform its obligations under this Agreement. (2c) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed The limitations on obligations to take reasonable measures to mitigateindemnify, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless defend and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as hold harmless set forth in this Section 17.5(5)8.3 shall not apply to any breach of any covenant or agreement set forth in Section 6.7, 6.8, or 6.9, and any and all amounts paid pursuant to such Sections or as a result of any breach thereof shall be excluded from the calculation of the limitation amounts specified in this Section 8.3. (6d) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) Sellers shall be limited entitled to satisfy any claim for damages or indemnification hereunder by payment in the form of shares of common stock of Quest Resource Corporation at an agreed value of $2.00 per share, adjusted for any subsequent stock split, reverse split, stock dividend, reorganization or recapitalization. In no more than the aggregate fees paid to TPA event shall Sellers' liability for damages or indemnification exceed $1,000,000. The Sellers' current member and current shareholder, jointly and severally, will be personally liable for any indemnification obligation of Sellers under this Agreement agreement if (1) the common stock of Quest Resource Corporation that is received by the Sellers pursuant to this agreement is sold, transferred, assigned or pledged (to the extent of the shares sold, transferred, assigned or pledged) during the twelve three year period after the Closing Date; or (122) months immediately preceding if the date Sellers are dissolved or merged during such period; or (3) if the ownership interests of the first member and shareholder in the Sellers are sold, transferred, assigned or pledged. Notwithstanding the foregoing, no such personal liability will attach to the member or shareholder in the event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that Seller sells Quest Resource Corporation shares in an arm's length transaction as long as such limit Seller retains all of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of such sale, except any amount equal to the federal and state tax liability resulting from such sale, and as long as such sale occurs before a Policy as set forth claim for indemnification is made by the Purchaser. Notwithstanding the foregoing, no such personal liability will attach to the member or shareholder in the Policyevent the member or shareholder (or both) payable to assigns all or a beneficiary under that Policy that portion of the applicable Customer was otherwise legally membership interest or contractually obligated to pay, but that were not paid because shares of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it stock in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior Sellers to the Effective Date and has not violated any term of this Agreement related persons or any instruction of such Customer to TPA entities in connection with estate planning by such Servicesmember or shareholder and if such assignment does not materially and adversely affect the Purchasers' remedies under this paragraph and if such assignment is made before a claim for indemnification is made by the Purchaser.

Limitations on Indemnification. (a) Notwithstanding anything contained in the foregoing provisions of this Agreement Article, but subject to the contrary(c) below, the indemnification rights granted pursuant to this Article 17 no Party shall be subject to liable under the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from indemnifications in Section 11.1 or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim 11.2 unless and until the aggregate amount of Losses suffered by the Indemnified Party liability thereunder exceeds Cdn. $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses25,000. (4b) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to Notwithstanding the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months foregoing provisions of this Agreement shall be equal Article, but subject to all fees paid to TPA under this Agreement through the last day of such twelve (12c) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Lawbelow, the aggregate liability of all the Customers Seller and the Shareholders to the Purchaser under Section 17.2(a) the indemnification provisions of this Agreement, and Section 17.2(f) the aggregate liability of the Purchaser and UTI to the Seller under the indemnification provisions of this Agreement, shall be limited in each case to no more than an amount equal to the aggregate fees paid to TPA Purchase Price. (c) The limitations on the liability of any Party under this Agreement during shall only apply to the twelve (12) months immediately preceding extent that there is not any fraud or wilful misconduct on the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit part of such Customers' aggregate Party, and all such limits on the liability for of any Party shall lapse and be of no force and effect if and to the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through extent that there is or has been fraud or wilful misconduct on the last day part of such twelve (12) month period and will be applicable Party in connection with the matter with respect to all liabilities of which any claim against such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It Party is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6)made hereunder. (7d) TPA shall not All indemnification to which an indemnified Party may be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations entitled pursuant to the extent otherwise set forth in provisions of this AgreementArticle shall be net of any insurance coverage paid to the indemnified Party with respect thereto, and shall exclude any claims arising from the indemnified Party's gross negligence or willful misconduct after the Closing. (8) TPA e) Except for those covenants contained in Article 8 and which are intended to survive Closing as provided in Article 8, no Party shall not be responsible liable under the indemnifications in Section 11.1 or 11.2 unless written notice of the claim as provided for any obligations of indemnification under Article 17 for any act or omission taken in Section 11.4 is given by it the Indemnified Party (as defined in the first six (6Section 11.4) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA Indemnifying Party (as defined in connection with such Services.Section 11.4), within 18 months following the Closing. 43 -39-

Limitations on Indemnification. Notwithstanding anything contained (a) In no event shall any Signing Partner be required to indemnify the Indemnified Party (or to allow set-offs in this Agreement lieu thereof pursuant to Section 12.5) for amounts aggregating more than the contraryamount of (i) 150% of (ii) the sum of (A) the aggregate amount payable pursuant to Section 3.1, multiplied by (B) the percentage of the equity of Seller that is owned by such Signing Partner or any Affiliate thereof; provided, however, that such indemnification and/or set-offs shall not be so limited in respect of Taxes or Environmental, Health and Safety Liabilities; and further provided, that in the case of Belkin, the amount set forth in subsection (i) above shall be 125%. (b) In no event shall Buyer and SFX or the Seller be required to indemnify an Indemnified Party (or to allow set-offs in lieu thereof pursuant to Section 12.5) for amounts (including amounts paid by such Indemnifying Party pursuant to Section 12 of the Other Agreements) aggregating more than the limit set forth in subsection (a) above for all Signing Partners; provided, however, that such indemnification rights granted and/or set-offs shall not be so limited in respect of Taxes or Environmental, Health and Safety Liabilities. (c) Each party will have no liability for indemnification pursuant to this Article 17 Section 12 until the total of all Damages for which such party is the Indemnifying Party exceeds $100,000 (at which time such party shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by indemnify the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of Damages). However, this Section 12.7(c) will not apply to Damages related to any breach of any representations and warranties of which the LossesIndemnifying Party had knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by the Indemnifying Party of any covenant or obligation. (4d) (reserved) (e) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have shall any liability party be required to indemnify an Indemnified Party for any damages Damages arising subsequent to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months five years after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such ServicesClosing Date.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement (a) If the Closing occurs, the Holding Company will have no liability (for indemnification or otherwise) with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the contraryClosing Date, other than those in Sections 3.1, 3.2, 3.3, 3.8, 3.11 and 3.14, unless on or before December 31, 2002, NetBank notifies the Holding Company of a claim specifying the factual basis and the Damages of that claim in reasonable detail to the extent then known by NetBank; a claim with respect to Sections 3.1, 3.2, 3.3, 3.8, 3.11 and 3.14 may be made at any time prior to the expiration of the applicable statute of limitations, if any. If the Closing occurs, NetBank will have no liability (for indemnification or otherwise) with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, unless on or before December 31, 2002, the Holding Company notify NetBank of a claim specifying the factual basis and the Damages of that claim in reasonable detail to the extent then known by the Holding Company. (b) Notwithstanding any provision of this Article 9 other than this subsection 9.4(b), a Person otherwise entitled to indemnification rights granted pursuant under this Article 9 ("Indemnified Party") shall be entitled to indemnification hereunder only when the aggregate of all Damages to such Indemnified Party exceeds $150,000 (the "Deductible Amount"). Subject to this Article 17 Section 9.4(b), an Indemnifying Party shall have no obligation to indemnify an Indemnified Party for Damages aggregating less than the Deductible Amount. After total Damages exceed the Deductible Amount, the Indemnifying Party shall be obligated to indemnify the Indemnified Party for Damages in excess of the Deductible Amount, as provided below. Upon such time as an Indemnified Party's aggregate Damages equals the Deductible Amount, the obligation of a Party hereunder (the "Indemnifying Party") to indemnify such Indemnified Party with respect to any breach by such Indemnifying Party of any representation, warranty, or covenant made by it hereunder shall be subject to any limitation stated in such representation, warranty or covenant as to "material," "Material Adverse Effect" or similar qualifier; provided, however, that for purposes only of indemnification for Damages in excess of the following limitations: Deductible Amount, the terms "material" or "Material Adverse Effect" shall mean any adverse effect on the condition (1) There shall be no indemnification obligation for any Losses that arise from financial or were caused by actions taken otherwise), business, assets, liabilities, capitalizations, financial position, operations, or actions not taken by the Indemnified Party results of operations in violation excess of $10,000. The limitations of this Agreement. paragraph 9.4(b) shall not apply to (2r) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result representation and warranty in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f3.4(d) to the extent that the goodwill in excess of $17.2 million is not compensated to NetBank from the Audit Reserve, (s) Damages arising from the IRS penalty or potential penalty described in item 2 of Exhibit 3.8(a), (t) the Litigation described on Exhibit 3.16 and the representations and warranties in Section 3.16, (u) Damages arising out of common law fraud in connection with the transactions contemplated herein, (v) any liability covenants or Claim results from TPA performing its obligations under agreements in this Agreement to be performed by Republic, the Holding Company, the Company, or the Shareholders after the Closing, (w) the obligation of Republic, the Holding Company and the Shareholders to pay the Adjustment Amount in accordance with the instructions excess of the applicable Customer. Audit Reserve as contemplated by Sections 2.6 and 9.2(l), (5x) To any Damages arising out of any Total Portfolio Loan, (y) any obligation to repurchase mortgage servicing rights from any third party to whom the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA Company sold mortgage servicing rights prior to the Effective Date and has not violated Closing, or (z) subject to Section 3.14 hereto, any term of this Agreement or claim for services provided to any instruction of such Customer Person covered by the Company's health insurance benefits if incurred prior to TPA in connection with such Servicesthe Closing Date.

Limitations on Indemnification. (i) The provisions for indemnity under [*] shall be effective only when the aggregate amount of all Losses for all Qualifying Claims for which indemnification is sought from any indemnifying Party exceeds [*], in which case the Indemnitee shall be entitled to indemnification of the Indemnitee’s Losses in excess thereof. In no event shall any indemnifying Party have liability for indemnification under [*], as applicable, for any amount exceeding, in the aggregate, [*]. Notwithstanding anything the foregoing, the limitations on indemnification under this Section 8.01(d) shall not apply to any indemnification claim arising out of or related to the [*]. (ii) The amount of Losses recovered by an Indemnitee under Section 8.01(a) or Section 8.01(b), as applicable, shall be reduced by (1) any amounts actually recovered by the Indemnitee from a Third Party in connection with such claim and (2) the amount of any insurance proceeds paid to the Indemnitee relating to such claim, in each case ((1) and (2)), net of the Indemnitee’s costs of recovery, any deductible associated therewith to the extent paid and any increase in premiums resulting from such claims. If any amounts referenced in the preceding clauses (1) and (2) are received after payment by the indemnifying Party of the full amount otherwise required to be paid to an Indemnitee pursuant to this Section 8.01, the Indemnitee 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 Section 8.01 had such amounts been received prior to such payment. (iii) The representations and warranties of Merck Serono and BioMarin contained in this Agreement shall survive the Transfer Time and continue in full force and effect thereafter through and including 11:59 p.m. Pacific time, on the [*] anniversary of the Transfer Time; provided, that the representations and warranties contained in [*] shall remain in full force and effect and shall survive through and including 11:59 p.m. Pacific time, on the [*] anniversary of the Transfer Time. The covenants, agreements and obligations of the Parties contained in this Agreement shall survive until fully performed or discharged, unless otherwise expressly provided herein. In the event notice of any claim for indemnification under Section 8.01(a) or Section 8.01(b) shall have been given within the applicable survival period and such claim has not been finally resolved by the expiration of such survival period, the representations and warranties and covenants, as applicable, that are the subject of such claim shall survive the end of the survival period of such representations or warranties until such claim is finally resolved, but such representations and warranties and covenants shall survive only with respect to any such asserted claim. It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 8.01(d) is longer than the statute of limitations that would otherwise have been applicable to such item, then, by Contract, the applicable statute of limitations with respect to such item shall be increased to the contrarylengthened survival period contemplated hereby. (iv) TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS A RESULT OF [*], NEITHER BIOMARIN NOR MERCK SERONO SHALL BE LIABLE TO THE OTHER, OR THEIR AFFILIATES OR INDEMNIFIED PARTIES, 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 OF THIS AGREEMENT OR ANY ACTIONS UNDERTAKEN IN CONNECTION HEREWITH, OR RELATED HERETO, INCLUDING ANY SUCH DAMAGES WHICH 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, OTHER THAN TO THE EXTENT SUCH DAMAGES ARE AWARDED TO A THIRD PARTY IN ANY THIRD PARTY CLAIM. (v) For the avoidance of doubt, no Indemnitee shall be entitled to indemnification rights granted under this Section 8.01 in respect of any Loss to the extent such Indemnitee has been previously indemnified or reimbursed in respect of such Loss pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation other provision of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement The Sellers’ obligation to the contrary, the indemnification rights granted indemnify Purchaser Indemnified Parties pursuant to this Article 17 shall be Section 11.1 hereof and the obligations of the Purchaser to indemnify Seller Indemnified Parties pursuant to Section 11.2 are subject to the following limitations, as well as the other limitations set forth in this ARTICLE 11: (1) There 11.3.1 No claim for indemnification shall be no made against the Sellers unless the aggregate amount of Purchaser Damages exceeds $5,000 and, in such event, indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken shall be made by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, Sellers only to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered Purchaser Damages exceeds $5,000. 11.3.2 The amount of any Purchaser Damages or Seller Damages, as the case may be, shall be reduced by (a) any amount actually received by the Indemnified Party exceeds $5,000.00 Parties with respect thereto under any insurance coverage or from any other party responsible therefore; and (b) the "Claim Threshold"); amount of any Tax benefit actually received by the Indemnified Parties relating thereto. The Indemnified Parties shall use all reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If the Indemnified Parties receive an amount under insurance coverage or from such other party with respect to Purchaser Damages or Seller Damages, as the case may be, at any time subsequent to any indemnification provided thatpursuant to this ARTICLE 11, in the event that Losses exceed the Claim Threshold, then the Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Party in connection with providing such indemnification up to such amount received by the Indemnified Party. 11.3.3 No party shall be entitled to seek indemnification to the entire extent it was aware of the matter giving rise to such claim prior to Closing. 11.3.4 The Sellers may, at their option, pay any Purchaser Damages in cash or by transfer of Common Stock having an aggregate fair market value equal to such Purchaser Damages. For purposes of this Section 11.3.5, the “fair market value” shall be the Market Price for such shares on the date of any final judgment is entered or settlement is reached setting forth the total amount of the LossesPurchaser Damages. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) A Purchaser Indemnified Party may assert an Indemnification Claim pursuant to Section 9.2(a)(i) with respect to representations and warranties of the Seller only to the extent the Purchaser Indemnified Party gives notice of the Indemnification Claim pursuant to Section 9.4(a) before the expiration of the applicable time period set forth in Section 9.1 for such representation and warranty. Any Indemnification Claim not made in accordance with Section 9.4(a) by the Purchaser Indemnified Parties on or before the applicable date set forth in Section 9.1, and Seller’s indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived by the Purchaser Indemnified Parties. (b) Notwithstanding the provisions of this Article IX, Seller shall not have any indemnification obligations for Losses under Section 9.2, (i) for any individual item where the Loss relating thereto is less than $100,000 and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than $100,000, unless the aggregate amount of all such Losses exceeds three (3%) percent of the Purchase Price, and then only to the extent of such excess. In no event shall the aggregate amount of Losses to be paid by Seller under Section 9.2 exceed ten (10%) percent of the Purchase Price. (c) No representation or warranty of Seller contained herein shall be deemed untrue or incorrect, and Seller shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which (i) is disclosed in response to another representation or warranty contained in this Agreement or (ii) Purchaser is aware as of the Closing Date. (d) The amount of any Losses for which indemnification is provided under this Article IX shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies or otherwise, and net of any Tax benefit realized by Purchaser with respect to such Losses. (e) For purposes of calculating the amount of any Losses for which indemnification for any breach of any representation or warranty is provided under this Article IX (but not for purposes of determining whether any particular representation or warranty contained herein has been breached), any materiality or Material Adverse Effect qualifications in the applicable representations or warranties shall be ignored. (f) Notwithstanding anything contained in this Agreement to the contrary, Purchaser, on behalf of itself and each of the indemnification rights granted pursuant other Purchaser Indemnified Parties, acknowledges and agrees that, except for the representations and warranties contained in Article V (as modified by the Schedules hereto), neither Seller nor any other Person is making any express or implied representation or warranty with respect to Seller, the Business, the Purchased Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities, Seller’s Affiliates or the transactions contemplated by this Agreement, and Seller disclaims any representations or warranties, whether made by Seller or its Affiliates, officers, directors, employees, agents or representatives. Any claims a Purchaser Indemnified Party may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article 17 shall V (as modified by the Schedules hereto as supplemented or amended). In furtherance of the foregoing, except for the representations and warranties contained in Article V (as modified by the Schedules hereto), Purchaser, on behalf of itself and each of the other Purchaser Indemnified Parties, acknowledges and agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the liability to a Purchaser Indemnified Party or any other Person for, and Seller hereby disclaims all liability and responsibility for, any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in violation writing) to Purchaser or its Affiliates or representatives, including any confidential memoranda distributed on behalf of this AgreementSeller relating to the Business or the Purchased Assets or other publications or data room information provided to Purchaser or its Affiliates or representatives, or any other document or information in any form provided to Purchaser or its Affiliates or representatives in connection with the sale of the Purchased Assets and the transactions contemplated hereby (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser or its Affiliates or representatives by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates) or for Purchaser’s use of any such information. (2g) There Purchaser, on behalf of itself and each of the other Purchaser Indemnified Parties, acknowledges that it has conducted to its satisfaction, its own independent investigation of the condition, operations and business of the Business and the Purchased Assets (including all activated and deactivated pipelines) and, in making its determination to proceed with the transactions contemplated by this Agreement, each of the Purchaser Indemnified Parties has relied on the results of Purchaser’s independent investigation. The disclosure of any matter or item in any schedule hereto shall not be no indemnification obligation for deemed to constitute an acknowledgment that any Losses that the Indemnified Party had an opportunity but failed such matter is required to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract lawbe disclosed. (3h) There shall be no indemnification obligation Purchaser, on a particular Claim unless behalf of itself and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount each of the Losses. (4) In no event will TPAother Purchaser Indemnified Parties, its Affiliates, acknowledges that the properties of the Business have asbestos-containing materials. Seller hereby disclaims all liability and responsibility with respect to any claims or their respective employees, officersLiabilities arising therefrom or related thereto, and directors have any liability for any damages to the extent caused by Customer'sPurchaser, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, on behalf of itself and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions each of the applicable Customerother Purchaser Indemnified Parties, acknowledges that it shall have no claims against Seller with respect thereto. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the No Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) Article 6 unless and Section 17.1(f) shall be limited to no more than until the aggregate fees paid to TPA under this Agreement during the twelve of all Losses for which indemnification would (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability but for the first twelve (12limitation of this sentence) months be required to be paid by the Indemnifying Party under Article 6 of this Agreement (collectively, “Indemnity Obligations”) exceeds $100,000 (the “Loss Threshold”), provided that if the aggregate Losses for which indemnification is required to be paid shall exceed such sum then only those Losses in excess thereof shall be equal payable. If an Indemnifying Party pays indemnification (including without limitation, the cost of defending a Third Party Claim) that was not required to all fees be paid due to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). 6.5, then the Indemnified Party shall, promptly after demand by the Indemnifying Party, reimburse the latter for such payments without interest. Losses for which indemnification is required to be paid under Article 6 by reason of any breach of the representations and warranties of Section 2.1 (6“Section 2.1 Losses”) To shall not be subject to the Loss Threshold, but the amount of Section 2.1 Losses shall not be counted toward meeting that threshold with respect to other indemnification claims. Absent a finding of fraud by a court having jurisdiction, the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(aShareholders with respect to Shareholder Indemnity Obligations shall not exceed Four Million and No/100 Dollars ($4,000,000.00) and Section 17.2(f) shall be limited to no more than in the aggregate fees paid (the “Aggregate Limitation”). A Shareholder shall have no further obligations with respect to TPA under this Agreement during Shareholder Indemnity Obligations at the twelve (12) months immediately preceding the date earlier of the first event giving rise time when all Shareholders have paid and/or are obligated to a Claim indemnified by Customer pursuant pay Shareholder Indemnity Obligations equal in the aggregate to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability the Aggregate Limitation. a. An Indemnified Party shall not be entitled to make any claim for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds 6 unless notice of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply such claim describing such claim with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations particularity is given prior to the extent otherwise set forth in this Agreement. date that is twenty-four (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (624) months after the Effective Date so long as it Closing Date, or, with respect to the warranties and representations in Section 2.2(u) (“Tax Matters”), the date that is providing not later than the expiration of the applicable Services in the same manner as they had been provided statute of limitations for a claim by TPA prior to the Effective Date and has not violated a taxing authority for any term of this Agreement taxes, penalties or any instruction of such Customer to TPA in connection with such Servicesinterest.

Limitations on Indemnification. (a) Notwithstanding anything contained to the contrary in this Agreement to the contraryAgreement, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Purchaser Indemnified Party shall be entitled to indemnification pursuant to Section 14.2(a)(i) until the entire aggregate amount of all Damages incurred by the Purchaser Indemnified Parties exceeds $775,000 (the “Deductible”), in which event the Purchaser Indemnified Party may assert its right to indemnification hereunder only for such Damages in excess of the Deductible; provided that in no event shall the aggregate indemnification for all claims of the Purchaser Indemnified Parties pursuant to Section 14.2(a) exceed the sum of (i) the Cash Escrow Deposit and (ii) the maximum amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations Contingent Consideration earned under this Agreement; provided, nor will Customerfurther, its affiliatesthat the Deductible shall not apply in respect of fraudulent or intentional breaches of representations and warranties or to any Damages resulting from, arising out of, or their respective employees, officers, and directors have incurred in connection with any liability for failure of any damages to the extent caused by TPA's, its affiliates', representation or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to warranty contained in Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions 6.1 (Organization of the applicable Customer. Company), Section 6.2 (5) To the maximum extent permitted by Applicable LawPower and Authority; Effect of Agreement), TPA's aggregate liability under Section 17.1(e6.5 (Subsidiaries), Section 6.7 (Capitalization), Section 6.20 (Taxes) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve 6.26 (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5No Brokers). (6b) To Notwithstanding anything to the maximum extent permitted by Applicable Lawcontrary in this Agreement, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) no Purchaser Indemnified Party shall be limited entitled to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer indemnification pursuant to Section 17.2(a14.2(a)(iv) or Section 17.2(f); provided with respect to any matter that such limit should have been, but was not, included in the calculation of such Customers' Working Capital until the aggregate liability for amount of all Damages incurred by the first twelve (12) months Purchaser Indemnified Parties exceeds the remaining balance of this Agreement shall be equal the Working Capital Deductible, if any, not applied against any adjustment to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers Closing Date Cash Consideration required by the Final Statement pursuant to Section 17.2(a) or Section 17.2(f) at any time during 4.3, and then only for amounts in excess of such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6)remaining balance, if any. (7c) TPA No indemnified party shall not be financially responsible entitled to recover from an indemnifying party more than once in respect of the same Damages or indemnification claim, it being understood that this sentence is intended to preclude a duplicate recovery by such indemnified party. (d) Only the Securityholders’ Representative, on behalf of the Securityholder Indemnified Parties, may assert a claim for amounts indemnification against Purchaser pursuant to this Article XIV. (e.g., the proceeds of a Policy as set forth e) Notwithstanding anything contained elsewhere in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but no Purchaser Indemnified Party shall remain liable for be entitled to indemnification in respect of any failure to perform its obligations Damages to the extent otherwise set forth such Damaged consists of Liabilities included in this Agreement(i) the Closing Date Indebtedness which reduced the Closing Date Cash Consideration pursuant to Section 3.3(c), or (ii) the Working Capital as finally determined pursuant to Article IV. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1a) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the No Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) Article 4 unless and Section 17.1(f) shall be limited to no more than until the aggregate fees paid to TPA under this Agreement during the twelve of all Losses for which indemnification would (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability but for the first twelve (12limitation of this sentence) months be required to be paid by the Indemnifying Party under Article 4 of this Agreement (collectively, “Indemnity Obligations”) exceeds $60,000 (the “Loss Threshold”), provided that if the aggregate Losses for which indemnification is required to be paid shall exceed such sum then only those Losses in excess thereof shall be equal payable. If an Indemnifying Party pays indemnification (including without limitation, the cost of defending a Third Party Claim) that was not required to all fees be paid due to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(54.5, then the Indemnified Party shall, promptly after demand by the Indemnifying Party, reimburse the latter for such payments without interest. Losses for which indemnification is required to be paid under Article 4 by reason of any breach of the representations and warranties of Section 2.1 (“Section 2.1 Losses”) shall not be subject to the Loss Threshold, but the amount of Section 2.1 Losses shall not be counted toward meeting that threshold with respect to other indemnification claims. Absent a finding of fraud by a court having jurisdiction, the maximum aggregate liability of Seller with respect to Seller’s Indemnity Obligations shall not exceed the Purchase Price, to the extent paid in accordance with the terms of this Agreement in the aggregate (the “Aggregate Limitation”). (6b) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) An Indemnified Party shall not be limited entitled to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability make any claim for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds 4 unless notice of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply such claim describing such claim with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations particularity is given prior to the extent otherwise set forth in this Agreement. date that is twenty-four (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (624) months after the Effective Date so long as it Closing Date, or, with respect to the warranties and representations in Section 2.1(z) (“Tax Matters”), the date that is providing not later than the expiration of the applicable Services in statute of limitations for a claim by a taxing authority for any taxes, penalties or interest. (c) The indemnification rights of the same manner as they had been provided by TPA prior parties who are entitled to be indemnified under the provisions of this Section 4.5 constitute the sole and exclusive remedies of Seller and Buyer, respectively, with respect to the Effective Date matters described in Sections 4.2 and has not violated 4.3, respectively, other than with respect to claims, actions or proceedings resulting, directly or indirectly, from fraud or intentional misrepresentation and other than to the extent that the remedy of specific performance may be sought to enforce the Seller’s and the Buyer’s obligations under this Article 4. (d) The amount of any term of indemnification to be paid under this Agreement or Article 4 shall be computed after giving effect to any instruction of insurance proceeds received by the party entitled to such Customer to TPA indemnification in connection with such Servicesthe damages giving rise to the indemnification obligation.

Limitations on Indemnification. (a) To the extent that a Party shall have any obligation to indemnify and hold harmless any other Person hereunder, such obligation shall not include lost profits or other consequential, special, punitive, incidental or indirect damages (and the injured Party shall not recover for such amounts). (b) The amount of any loss, liability, cost or expense for which indemnification is provided under this Article 10 shall be net of any amounts actually recovered by a Buyer Indemnitee or a Seller Indemnitee, as the case may be, under an insurance policy with respect to such loss, liability, cost or expenses. (c) Except as provided in Article 11 and except for fraud, from and after the Closing, the indemnification obligations set forth in this Article 10 are the exclusive remedy of the Indemnitees: (a) for any inaccuracy in any of the representations or any breach of any of the warranties or covenants contained herein or; (b) otherwise with respect to this Agreement, the Company and the transactions contemplated by this Agreement and matters arising out of, relating to or resulting from the subject matter of this Agreement, whether based on statute, contract, tort, property or otherwise, and whether or not arising from the relevant Party’s sole, joint or concurrent negligence, strict liability or other fault. (d) No claim for indemnification shall be subject to assertion and no Party shall have an obligation to indemnify a Seller Indemnitee or Buyer Indemnitee (an “Indemnity”), as the case may be, for any loss or liability unless and until such Indemnity shall have incurred loss or liability in an aggregate amount in excess of $380,000 (the “Deductible) and then such indemnifying Party shall be liable only for such incurred loss or liability in excess of the Deductible. (e) Notwithstanding anything contained in this Agreement herein to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for which indemnification is provided by the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification Sellers under this Article 17 except as set forth 10 shall in this Section 17.5(5no event exceed $7,600,000 in the aggregate (the “Seller Cap”). (6f) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) Sellers shall not be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification liable under this Article 17 except as set forth 10 for any loss, liability, cost or expense based upon or arising out of any breach of any of the representations, warranties or covenants of a Seller contained in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds Agreement if Buyer had knowledge of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally such inaccuracy or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA breach prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such ServicesClosing.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained in this Article 10, except in the case of fraudulent misrepresentation or a breach of any Seller Fundamental Representations, in no event shall a Seller’s aggregate liability for Losses that may be recovered by any Buyer Indemnified Party for any breach by a Seller of any of its representations or warranties in this Agreement, the Assignment and Assumption Agreements, or in any other agreement entered into in connection with this Agreement exceed the portion of the Purchase Price actually received by Seller (the “Cap”). (b) Notwithstanding any provision in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 in no event shall be subject to the following limitations: (1) There shall be no indemnification obligation Buyer have any liability for any Losses that arise from punitive, consequential, exemplary or were caused by actions taken special damages or actions not taken by the Indemnified Party in violation of this Agreementopportunity costs. (2c) There Notwithstanding any provision in this Agreement to the contrary, all Losses for which any Indemnified Party would otherwise be entitled to indemnification under Section 10.1 or Section 10.2 shall be no reduced by the amount of insurance proceeds, indemnification obligation for payments and other third-party recoveries actually realized in respect of any Losses that incurred by such Indemnified Party. In the event any Indemnified Party had an opportunity but failed is entitled to take reasonable measures to mitigateany insurance proceeds, to the extent that failure to so mitigate would result indemnity payments or any third-party recoveries in a reduction respect of any Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the for which such Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided thatis entitled to indemnification pursuant to Section 10.1 or Section 10.2, in such Indemnified Party shall use reasonable efforts to obtain, receive or realize such proceeds, benefits, payments or recoveries. In the event that Losses exceed any such insurance proceeds, indemnification payments or other third-party recoveries are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the Claim Thresholdclaims to which such insurance proceeds, indemnification payments or other third-party recoveries relate, the Indemnified Party shall be entitled promptly remit all or the relevant portion of such indemnification payment to the entire amount of the LossesIndemnifying Party. (4d) In no the event will TPAboth Buyer and Sellers are liable hereunder with respect to a Loss that constitutes both an Assumed Obligation and an Excluded Obligation, its Affiliates, or their respective employees, officers, the amount payable by Buyer and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance Seller with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) respect thereto shall be limited to no more than in such proportion as shall reflect the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date relative fault of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)each Party. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained (a) The maximum aggregate amount of indemnification payments that the Indemnifying Parties will be obligated to pay in this Agreement to the contraryaggregate (excluding Fraud Claims) shall not exceed fifteen million dollars ($15,000,000), except in the indemnification rights granted pursuant to this Article 17 case of Fraud Claims where no upper limitation shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreementapply. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4b) In no event will TPAshall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, its Affiliatesand in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or their respective employees, officers, and directors have any liability for any diminution in value changes measured as a multiple of earnings, revenue or by any other similar performance metric, (including loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent caused actually awarded by Customer's, its affiliates', or their respective employees', officers', or directors' failure a court of competent jurisdiction and paid to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement a third party in accordance with the instructions of the applicable Customera Third Party Claim. (5c) To No investigation or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party shall affect the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited recourse available to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification Indemnified Parties under this Article 17 except as set forth in this Section 17.5(5)XI. (6d) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) any Losses recoverable hereunder shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified reduced in amount by Customer pursuant to Section 17.2(a) insurance proceeds, indemnification payments, contribution payments or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at reimbursements actually received by any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA Indemnified Party in connection with such ServicesLosses, and the Indemnified Parties shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement (a) Neither the Purchaser Parties, on the one hand, nor the Seller Entities, on the other hand, shall be entitled to the contrary, the indemnification rights granted be indemnified pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for Section 13.02, Section 13.03 or any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim other provision hereof unless and until the aggregate amount of all Losses suffered incurred by the Indemnified Party Purchaser Parties or the Seller Entities, as the case may be, exceeds $5,000.00 (500,000, at which time the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party indemnifying party shall be entitled obligated to indemnify the entire amount indemnified party (i) if the indemnifying party is a Purchaser Party, for all Losses (and not only the Losses in excess of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e$500,000) and Section 17.1(f(ii) shall be limited to no more than if the aggregate fees paid to TPA under this Agreement during indemnifying party is a Seller Entity, for all Losses in excess of $100,000 (and not only the twelve (12) months immediately preceding the date Losses in excess of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f$500,000); provided, however, that such limit this threshold limitation does not apply in any respect to (i) the failure of TPA's aggregate liability for the first twelve Purchaser Entities to pay in full the merger consideration or the Asset Purchase Price, (12ii) months the indemnification obligations of the Principals and the 84 Sellers set forth in Section 11.03, (iii) the indemnification obligations of the Purchaser Entities set forth in Section 11.01(g), (iv) the rights of the Purchaser Entities pursuant to Section 12.02(c) hereof and (v) the indemnification obligations of the Seller Entities with respect to their representations and warranties set forth in Section 5.15 hereof; provided, however, that any amount paid under the indemnification obligation referenced in this subpart (v) shall be ignored in calculating the $500,000 threshold described above. Notwithstanding anything herein to the contrary, to the extent any party may seek indemnification under more than one provision of this Agreement for the same reason or event, the indemnified party shall only be equal subject to all fees paid such $500,000 threshold once and may only recover its Losses once. (b) Absent fraud and except (i) with respect to TPA the representations and warranties set forth in Section 5.15 hereof (and any other representations and warranties of any Seller Entity with respect to any Tax) and the matters addressed in that certain side letter, dated as of even date herewith, by and between the parties hereto, relating to the representations and warranties set forth in Sections 5.15, 5.17 and 5.18 hereof, and (ii) as otherwise expressly provided in the proviso to Section 13.04(a) hereof (other than part (iv) thereof), the liability of the Principals and the Sellers arising under this Agreement through for the last day breach of such twelve any and all representations or warranties shall not exceed an aggregate amount equal to the sum of $3,100,000 and one-half of the shares of Class A Stock received by the Trusts (12or Schankman or Xxxxxxxxx) month period, and will be applicable to all in the Merger. The liability of TPA pursuant the Principals and the Sellers with respect to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as the matters set forth in this Section 17.5(5). clauses (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(ai) and Section 17.2(f(ii) of the prior sentence shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 unlimited, except as otherwise provided in that certain side letter, dated as of even date herewith, by and between the parties hereto, relating to the representations and warranties set forth in Sections 5.15, 5.17 and 5.18 hereof. The parties hereto agree that, solely for purposes of this Section 17.5(613.04(b). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds value of each share of Class A Stock shall be $13.33 (subject to adjustment as provided in Section 11.05(c)). Notwithstanding the foregoing, such shares of Class A Stock shall only be available to satisfy a Policy claim for indemnification if such notice is given with respect thereto within the six-month period immediately following the Closing and, thereafter, except as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it provided in the first six (6) months after sentence of this Section 13.04(b), the Effective Date so long as it is providing liability of the Principals and the Sellers for a breach of a representation or warranty shall not exceed $3,100,000 for the remainder of the applicable Services in survival period under Section 13.01 hereof. After the same manner as they had been provided by TPA prior expiration of such survival period, the indemnification obligations of the parties with respect to the Effective Date non-surviving representations and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Serviceswarranties shall terminate completely.

Limitations on Indemnification. Notwithstanding anything contained The party making a claim under this Section 8 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Section 8 is referred to as the “Indemnifying Party”. The indemnification provided for in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 Section 8.2 and Section 8.3 shall be subject to the following limitations: (1a) There Except in regard to breaches of any of the Fundamentals and Fraud, the Indemnifying Parties shall not be liable to the Indemnified Parties for indemnification under Section 8.2(a) or Section 8.3(a), as applicable, until the aggregate amount of all Losses in respect of indemnification under Section 8.2(a) or Section 8.3(a), as applicable, exceeds $25,000 (the “Deductible”), in which event the Indemnifying Parties shall only be required to pay or be liable for Losses in excess of the Deductible. (b) Except in regard to breaches of any of the Fundamentals and Fraud, the aggregate amount of all Losses for which an Indemnifying Party shall be no indemnification obligation liable pursuant to Section 8.2(a) or Section 8.3(a), as applicable, shall not exceed $450,000. The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 8.2(a) for breaches of any Losses of the Fundamentals shall not exceed the Closing Payment. (c) Payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3, as applicable, in respect of any Loss shall be limited to the amount of any liability or damage that arise from remains after deducting therefrom any insurance proceeds and any indemnity, contribution or were caused by actions taken or actions not taken other similar payment actually received by the Indemnified Party in violation respect of this Agreementany such claim (net of all costs and expenses incurred in recovering the proceeds). (2d) There Payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3, as applicable, in respect of any Loss shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed reduced to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction account of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered any Tax benefit actually realized by the Indemnified Party exceeds $5,000.00 arising from the incurrence of any such Losses in the calendar year such Losses occur. (the "Claim Threshold"); provided thate) Payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3, as applicable, in respect of any Loss shall not apply to the event that extent such Losses exceed (i) are specifically reflected as a Liability of Seller on the Claim Thresholdbalance sheets included in the Financial Statements, or (ii) such Indemnifying Party received recovery for such Loss as a result of the Post-Closing Adjustment. (f) The Indemnified Party shall be entitled use commercially reasonable effort to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have mitigate any liability Losses for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations which indemnification is sought under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer8. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) A Purchaser Indemnified Party may assert a claim for indemnification pursuant to Section 9.2(a) only if the Purchaser Indemnified Party delivers to Sellers a Claim Notice with respect thereto prior to the expiration of the applicable survival period set forth in Section 9.1. Any claim for indemnification not timely made by a Purchaser Indemnified Party in accordance with this Section 9.5(a), and Sellers’ indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived by such Purchaser Indemnified Party. (b) A Seller Indemnified Party may assert a claim for indemnification pursuant to Section 9.3(a) only if the Seller Indemnified Party delivers to Purchaser a Claim Notice with respect thereto prior to the expiration of the applicable survival period set forth in Section 9.1. Any claim for indemnification not timely made by a Seller Indemnified Party in accordance with this Section 9.5(b), and Purchaser’s indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived by such Seller Indemnified Party. (c) Notwithstanding anything contained in this Article IX to the contrary: (i) except for claims based on Fraud, Sellers shall not have any indemnification obligations under Section 9.2(a)(i) (other than with respect to breaches of Seller Fundamental Representations or representations and warranties contained in Section 5.8 (Taxes)), (A) for any individual claim (with all claims arising out of substantially the same facts being aggregated for such purpose) where the Loss relating thereto is less than $45,000 (the “De Minimis Amount”) or (B) in respect of claims where the Loss relating thereto is equal to or greater than the De Minimis Amount, unless the aggregate amount of the Losses relating to all such claims exceeds $1,850,000, and then only to the extent of such excess; 77 (ii) in no event shall the aggregate amount of Losses to be paid by Sellers under Section 9.2(a)(i) (other than with respect to breaches of Seller Fundamental Representations or representations and warranties contained in Section 5.8 (Taxes)) exceed $18,500,000; (iii) Sellers shall not have any indemnification obligations under Section 9.2(a)(iii) for any individual claim (with all claims arising out of substantially the same facts being aggregated for such purpose) where the Loss relating thereto is less than the De Minimis Amount; and (iv) in no event shall the aggregate amount of Losses to be paid by Sellers pursuant to this Agreement (other than pursuant to Section 9.2(a)(vi) or Section 7.15) exceed an amount equal to the Purchase Price. (d) Sellers shall be deemed to have not breached any representation or warranty contained in Article V as a consequence of the existence of any fact, circumstance or event that is disclosed on any Schedule to this Agreement, whether or not such Schedule includes a cross-reference to the specific Section containing such representation or warranty or the specific Section containing such representation or warranty includes a reference to such Schedule, so long as the applicability of such disclosure to such representation or warranty is readily apparent on its face. (e) No Purchaser Indemnified Party shall be entitled to indemnification under this Article IX for any amount to the extent such amount is reflected in an adjustment to the Purchase Price as provided in Sections 3.3 and 3.4. No Purchaser Indemnified Party shall be entitled to indemnification under Section 9.2(a)(i) with respect to any breach of a representation or warranty of Sellers contained in Article V that results from (i) an action taken after the date of this Agreement with the written consent, or at the written request, of Purchaser or (ii) an action not taken with the written consent, or at the written request, of Purchaser. (f) The amount of any Losses for which indemnification is provided under this Article IX shall be (i) net of any amounts actually recovered by the Indemnified Party, using its commercially reasonable efforts, under insurance policies or otherwise and (ii) net of any Tax benefits to the Indemnified Party with respect to such Losses that are actually realized by the Indemnified Party (it being understood that such Tax benefits are to be calculated net of any Tax costs of the Indemnified Party with respect to the accrual or receipt of the indemnity payment that are actually incurred by the Indemnified Party). (g) All Materiality Qualifications included in the representations and warranties contained in this Agreement will be disregarded for purposes of calculating the amount of Losses for which an Indemnified Party is entitled to indemnification under this Agreement and for purposes of determining whether a breach of a representation or warranty has occurred. (h) Notwithstanding anything contained in this Agreement to the contrary, Purchaser, on behalf of itself and each of the indemnification rights granted pursuant other Purchaser Indemnified Parties, acknowledges and agrees that, except for the representations and warranties contained in Article V, neither Sellers nor any other Person is making any express or implied representation or warranty with respect to Sellers, the Acquired Companies, the Business or the transactions contemplated by this Agreement, and Sellers disclaim any such representations or warranties, whether made by any Seller, any Acquired Company, any Affiliate of any Seller or Acquired Company or any Representative of any of them. Purchaser specifically disclaims that it is relying upon or has relied upon any such representations or warranties that may have been made by any Person, and acknowledges and agrees that Sellers have specifically disclaimed and do hereby specifically disclaim any other representation or warranty made by any Person. Any claims a Purchaser Indemnified Party may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers contained in Article 17 shall V. In furtherance of the foregoing, except for the representations and warranties contained in ‎Article V, Purchaser, on behalf of itself and each of the other Purchaser Indemnified Parties, acknowledges and agrees that no Seller, Acquired Company, Affiliate of any Seller or Acquired Company, or Representative of any of them, nor any other Person, will have or be subject to any Liability to a Purchaser Indemnified Party, or any other Person, for, and Sellers hereby disclaim any Liability for, any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser, any Affiliate of Purchaser or any Representative of any of them, including any confidential memoranda distributed on behalf of Sellers relating to the following limitations: Acquired Companies and the Business or other publications or data room information provided to Purchaser, any Affiliate of Purchaser or any Representative of any of them, or any other document or information in any form provided to Purchaser, any Affiliate of Purchaser or any Representative of any of them in connection with the sale of the Acquired Companies Equity Interests and the transactions contemplated hereby (1including any opinion, information, projection or advice that may have been or may be provided to Purchaser, any Affiliate of Purchaser or any Representative by any Representative of any Seller, Acquired Company or Affiliate of any Seller or Acquired Company) There shall be no indemnification obligation or for Purchaser’s use of any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreementsuch information. (2i) There shall be no indemnification obligation for any Losses Purchaser, on behalf of itself and each of the other Purchaser Indemnified Parties, acknowledges that it has conducted to its satisfaction, its own independent investigation of each Acquired Company and its properties and assets and the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided thatBusiness and, in making its determination to proceed with the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused transactions contemplated by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions each of the applicable CustomerPurchaser Indemnified Parties has relied on the results of Purchaser’s independent investigation. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. The Party making a claim for indemnification under this Article IX is referred to herein as the “Indemnified Party” and the Party against whom such claims for indemnification are asserted under this Article IX is referred to herein as the “Indemnifying Party”. Notwithstanding anything contained to the contrary set forth in this Agreement to the contraryAgreement, the indemnification rights granted obligations of the Indemnifying Party pursuant to this Article 17 Agreement shall be subject to the following limitations: (1a) There Payments by the Indemnifying Party pursuant to this Article IX in respect of any Loss shall be no indemnification obligation limited to the amount of any Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Parties from any third parties (other than the Indemnifying Party) in respect of any such claim. Without limiting the generality of the obligations under Section 9.6, the Indemnified Parties shall use commercially reasonable efforts to recover under insurance policies for any Losses that arise from to the extent such Losses are covered under such insurance policies. Payments by the Indemnifying Party pursuant to this Article IX in respect of any Loss shall be reduced by an amount equal to any Tax saving or were caused by actions taken or actions not taken benefit realized by the Indemnified Party as a result of, or arising from the recognition of, such Loss (determined on a with and without basis and, in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigateeach case, solely to the extent such saving or benefit is realized in the year the Loss is incurred or the indemnity payment is made or the immediately following year). In the event that failure an insurance, indemnification, contribution or other recovery is made or such Tax saving or benefit is realized by the Indemnified Parties with respect to so mitigate would result in any Loss for which it has been indemnified pursuant to this Article IX, then a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until refund equal to the aggregate amount of Losses suffered by the recovery or benefit (less (i) any reasonable costs associated with such recovery or benefit and (ii) any Taxes attributable to 94 such recovery or benefit) shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party exceeds $5,000.00 Parties. (the "Claim Threshold"); provided thatb) Losses shall be determined without duplication of any other Loss for which an indemnification claim has been made or could be made under any other representation, in the event that Losses exceed the Claim Thresholdwarranty, the covenant or agreement. The Indemnified Party Parties shall not be entitled to recover more than once for the entire amount of the Lossessame Loss. (4c) In Without limiting any of Purchaser’s rights with respect to Seller Taxes, no event will TPA, its Affiliates, or their respective employees, officers, and directors have indemnity may be sought hereunder in respect of any liability for any damages Losses to the extent caused by Customer's, its affiliates', such Loss (i) has been (or their respective employees', officers', will be) taken into account in determining the Purchase Price or directors' failure to perform Customer's obligations (ii) is or may be recovered under this Agreement, nor will Customer, its affiliates, the Purchaser R&W Insurance Policy (disregarding any retention or their respective employees, officers, and directors have any limitation of liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5therein). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contraryforegoing, the right to indemnification rights granted pursuant to under this Article 17 Section 10 shall be subject to the following limitationsterms: (1a) There No indemnification shall be no indemnification obligation for any Losses that arise from payable pursuant to Section 10.2 or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, Section 10.3 unless and to the extent that failure the amount of all claims for indemnification pursuant to so mitigate would result the applicable Section exceeds $500,000 in a reduction the aggregate, whereupon indemnification pursuant to such sections shall be payable for all such claims in excess of Losses recoverable under applicable principles of contract lawthat amount. (3b) There No indemnification shall be no indemnification obligation on a particular Claim unless and until payable pursuant to Section 10.2 or Section 10.3 after the aggregate amount earlier of Losses suffered by one year after the Indemnified Party exceeds $5,000.00 Effective Time or the issuance of the first audited financial statements of the combined corporation (the "Claim ThresholdExpiration Date"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled except with respect to claims made prior to the entire amount of the LossesExpiration Date but not then resolved. (4c) In Except for claims arising out of any inaccuracy in or breach of a representation or warranty of a Principal Stockholder, all indemnification claims under Section 10.2 shall be satisfied in full from the Escrow Account held pursuant to the Escrow Agreement and no event will TPA, its Affiliates, or their respective employees, officers, and directors person shall have any liability right to recovery from any person who was a holder of GPC Stock immediately prior to the Effective Time. In the case of inaccuracy or breach of a Principal Stockholder representation or warranty, Helix and Acquisition may recover from the Escrow Account held pursuant to the Escrow Agreement only that portion allocable to the Principal Stockholder responsible for the inaccuracy or breach. (d) The limitations of Sections 10.4(a), (b) and (c) (other than the last sentence of Section 10.4(c)) shall not apply in the case of a fraudulent or intentional misrepresentation or breach by any party, but no person shall be liable for any damages such misrepresentation or breach by any other person (except to the extent caused by Customer's, of its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages share of the Escrow Account held pursuant to the extent caused Escrow Agreement if such misrepresentation or breach is by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5GPC). (6e) To In determining the maximum extent permitted by Applicable Lawamount of any indemnity, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no taken into account any tax benefit, insurance proceeds or other dollar limitation applicable similar recovery or offset realized, directly or indirectly, by the party to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6)be indemnified. (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) The amounts for which the parties shall be liable under Sections 11.03 and 11.04 shall be net of any insurance actually recovered by the indemnified parties from their own insurance policies, in each case in connection with the facts giving rise to the right of indemnification. (b) Any amounts paid by any of DESC or the JV Entities to any of the Xxxxx Entities, or any amounts for which any of DESC or the JV Entities may be or is liable, in each case pursuant to Section 11.03, shall not be deemed to set off or otherwise reduce any amounts payable by the Xxxxx Entities pursuant to Section 2.05. (c) Notwithstanding anything contained in this Agreement any other provision to the contrary, , (i) DESC and the indemnification rights granted JV Entities will not be required to indemnify and hold harmless any of the Xxxxx Entities pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and Section 11.03 until the aggregate amount of Losses suffered the Xxxxx Entities’ Damages for which indemnification by DESC and the Indemnified Party JV Entities is otherwise required pursuant to Section 11.03 exceeds $5,000.00 [*****], after which DESC and the JV Entities will be obligated to indemnify and hold harmless the Xxxxx Entities for all such Damages in excess of [*****], provided, however, that the cumulative indemnification obligation of DESC and the JV Entities under Section 11.03 will in no event exceed [*****]; and (ii) the "Claim Threshold"); provided that, in Xxxxx Entities will not be required to indemnify and hold harmless any of the event that Losses exceed DESC and the Claim Threshold, JV Entities pursuant to Section 11.04 until the Indemnified Party shall be entitled to the entire aggregate amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, DESC’s and directors have any liability JV Entities’ Damages for any damages to which indemnification by the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations Xxxxx Entities is otherwise required pursuant to Section 17.1(e) or Section 17.1(f) 11.04 exceeds [*****], after which the Xxxxx Entities will be obligated to indemnify and hold harmless the extent DESC and JV Entities for all such Damages in excess of [*****], provided, however, that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions cumulative indemnification obligation of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability Xxxxx Entities under Section 17.1(e) and Section 17.1(f) shall be limited to 11.04 will in no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)exceed [*****]. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained Each Person entitled to indemnification under this Article VII (an “Indemnified Party”) shall use commercially reasonable efforts to mitigate all Losses that are indemnifiable or recoverable hereunder or in connection herewith after becoming aware of any event that could reasonably be expected to give rise to such Losses (including by taking all reasonable actions to recover reasonably available proceeds under any Contract or insurance). The amount of any Losses for which either BridgeBio or the Company, as the case may be, is liable under this Agreement Article VII shall be reduced by (i) any amount actually received by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any Third Party, (ii) the amount of any insurance proceeds actually paid to the contraryIndemnified Party in respect of such Losses as an offset against such Losses (net of out-of-pocket expenses reasonably incurred in obtaining such recovery and the amount of any retrospective or other current increase in insurance premiums to the extent attributable to the payment of such cash recovery or the existence of such Losses), and (iii) any net Tax benefits actually realized by any applicable Acquired Subsidiary as a result of the indemnification rights granted events or circumstances giving rise to the incurrence, accrual or payment of the Losses that such Indemnified Party is to recover from the indemnifying Party, calculated on a “with and without” basis. If the amount to be netted hereunder from any payment required under Section 7.2 or Section 7.3 is determined after payment by the indemnifying Party (“Indemnifying Party”) of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim ThresholdVII, the Indemnified Party shall be entitled repay to the entire Indemnifying Party, promptly after such determination, any amount of that the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors Indemnifying Party would not have any liability for any damages had to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pay pursuant to Section 17.1(e) or Section 17.1(f) to this Article VII had such determination been made at the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day time of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)payment. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained The indemnification obligations set forth in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 shall be IX are subject to the following limitations: (1a) There No indemnification shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken made by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim Seller unless and until the aggregate amount of Losses suffered by the Indemnified Party Damages exceeds $5,000.00 (the "Claim Threshold"); provided that50,000 and, in the event that Losses Damages exceed the Claim Threshold$50,000, the Indemnified Party indemnification shall be made by the Seller for such amount and all other future Damages for which Buyer is entitled to the entire amount of the Lossesindemnification hereunder; provided, however, that this $50,000 limitation shall not apply with respect to Seller's indemnification obligations under Section 9.2(b) and (c). (4b) In no event will TPAshall Seller's aggregate obligation to indemnify the Buyer Indemnitees exceed $1,000,000 (the "General Cap"); provided, its Affiliateshowever that this General Cap limitation shall not apply with respect to Seller's obligation to indemnify the Buyer Indemnitees for the failure by Seller to pay, perform and discharge any liability or obligation of the Seller other than the Assumed Liabilities. (c) The obligations of a Seller on the one hand or Buyer on the other hand, as applicable (the "Indemnitor") to indemnify the Buyer Indemnitees on the one hand or the Seller Indemnitees on the other hand, as applicable, (the "Indemnitees") pursuant to this Article IX are subject to the following provisions: (i) The amount of any Damages shall be reduced by any amount actually received by an Indemnitee with respect thereto under any insurance coverage or from any other party alleged to be responsible therefor and by the amount of any reduction in Tax liability of the Companies or such Indemnitee with respect thereto. The Indemnitees shall use reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If an Indemnitee receives an amount under insurance coverage or from such other party or a reduction in Tax liability with respect to Damages at any time subsequent to any indemnification provided by an Indemnitor pursuant to this Section 9, then such Indemnitee shall promptly reimburse the Indemnitor, for any payment made or expense incurred by Indemnitor in connection with providing such indemnification up to such amount received by the Indemnitee, or their respective employeesthe reduction in tax liability as applicable; (ii) An Indemnitee shall make commercially reasonable efforts to mitigate any claim or liability that an Indemnitee asserts under this Section 9. In the event that an Indemnitee shall fail to make such commercially reasonable efforts to mitigate any claim or liability, officers, and directors have any liability for any damages then notwithstanding anything else to the extent caused by Customer'scontrary contained herein, its affiliates', or their respective employees', officers', or directors' failure the Indemnitor shall not be required to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) indemnify an Indemnitee to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable CustomerDamages would have been avoided if an Indemnitee had made such efforts. (5iii) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) An Indemnitor shall be limited obligated to no more than indemnify the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event Indemnitees only for those claims giving rise to Damages as to which the Indemnitees have given an Indemnitor written notice thereof. Any written notice delivered by an Indemnitee with respect to Damages shall set forth with as much specificity as is reasonably practicable based on the information then known to the Indemnitee the basis of the claim for Damages and, to the extent reasonably practicable, a Claim indemnified by TPA pursuant to Section 17.1(ereasonable estimate of the amount thereof. (iv) Except for willful, knowing or Section 17.1(f); providedintentional fraud, remedies that such limit cannot be waived as a matter of TPA's aggregate liability law and injunctive or provisional relief, if the Closing occurs, this Article IX shall be the exclusive remedy for the first twelve (12) months breaches of this Agreement shall be equal to all fees paid to TPA under (including any covenant, obligation, representation or warranty contained in this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA or in any certificate delivered pursuant to Section 17.1(ethis Agreement) or Section 17.1(fotherwise in respect of the sale of the Assets contemplated hereby. (d) at any time during such initial twelve (12) month period. It is understood that there shall be no Any claim by the Buyer, on the one hand, or Seller, on the other dollar limitation applicable to TPA hand, for its obligations of indemnification under this Article 17 except as IX must be made in accordance with Article IX, including Section 9.4(c)(iii), within eighteen (18) months of the Closing Date, or such claims shall be barred. Notwithstanding the foregoing: (a) claims by Buyer for breach of Seller's representations and warranties set forth in this Sections 3.2, 3.3, 3.4, 3.9(c), and 3.21, or for matters described in Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a9.2(b) or Section 17.2(f9.2(c); provided that such limit , and (b) claims by Seller for beaches of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period Buyer's representations and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as warranties set forth in Sections 4.1(b), 4.3, 4.5, 4.7 and 4.9, or for the matters described in Sections 9.3(b), (c), (d) or (e), in any case may be made at any time, subject to any statute of limitations applicable to the underlying claim. Time shall be of the essence with regard to this Section 17.5(69.4(d). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything (a) Any Indemnification Claim or claim under Section 9.2 or Section 10.2 required to be made on or prior to the expiration of the applicable survival period set forth in Section 9.1 or Section 10.8, as applicable, and not made, shall be irrevocably and unconditionally released and waived by the Party seeking indemnification with respect thereto. It is the express intent of the Parties that, if the applicable period for an item as contemplated by this Section 9.4 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in Section 9.1 or Section 10.8, as applicable, for the assertion of claims under this Agreement are the result of arms’ length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties. (b) The amount of any Losses or Taxes for which indemnification is provided under this Article IX or Section 10.2 shall be net of any amounts actually recovered by the Indemnified Party under insurance policies or any indemnity, contribution or other similar Contract with respect to such Losses or Taxes, as applicable, and in all cases net of any actual, out-of-pocket collection costs and expenses and any related increases in insurance premiums or other retrospectively rated premiums. The Indemnified Party shall use commercially reasonable efforts to obtain recovery of any Losses or Taxes, as applicable, under all insurance policies or indemnity, contribution or other similar Contracts if the Indemnified Party reasonably believes that it can collect against such policy or obligation for such Losses or Taxes; provided that in no event shall an Indemnified Party be required to initiate any Legal Proceeding against any insurance carrier; provided, further, that promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified prior to the realization or reduction of such Losses. (c) If the same claim for indemnification may be brought as a result of a breach of more than one representation or warranty contained in this Agreement, the Indemnified Party may choose the representation or warranty under which to pursue the indemnification claim, and the fact that such indemnification claim may be limited or barred if brought pursuant to a breach of one particular representation or warranty contained in this Agreement shall not impact or limit an Indemnified Party’s ability to bring the same claim for breach of another representation or warranty to which such limitation does not apply. In addition, the limitations set forth in this Section 9.4 do not limit the obligation of any Party to indemnify any other Party from and against any claim arising from any breach of a covenant, even if such breach also constitutes a breach of a representation or warranty. Notwithstanding the foregoing, no Indemnified Party shall be entitled to recover any Losses related to any matter arising under one provision of this Agreement to the contrary, the indemnification rights granted extent that such Indemnified Party has already recovered such Losses with respect to such matter pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation other provisions of this Agreement. (2d) There shall Notwithstanding anything to the contrary in this Agreement, no party shall, in any event, be no indemnification obligation liable pursuant to this Article IX or Section 10.2 to any other Person for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, punitive damages except to the extent that failure actually paid with respect to so mitigate would result in a reduction Third Party Claim. In the event of Losses recoverable under applicable principles of contract law. (3) There shall be no any breach giving rise to an indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Thresholdunder this Article IX or Section 10.2, the Indemnified Party shall take and cause its Affiliates to take, all commercially reasonable measures to mitigate the consequences of the related breach or Tax to the extent required by applicable Law. (e) Notwithstanding anything to the contrary in this Agreement, any amounts payable pursuant to the indemnification obligations under this Article IX or Section 10.2 shall be paid without duplication and in no event shall any Party hereto be indemnified under different provisions of this Agreement for Losses that have already been paid. Without limiting the generality of the foregoing, Purchaser shall not be entitled to indemnification for Losses pursuant to this Article IX or Section 10.2 to the entire amount extent such Losses are taken into account in the determination of the LossesClosing Date Purchase Price or for matters expressly raised by the Parties and adjudicated on by the Accounting Referee in connection with the determination of the Closing Date Purchase Price. (4f) In no event will TPA, its Affiliates, The Parties agree to treat any indemnity payment made pursuant to this Article IX or their respective employees, officers, and directors have any liability for any damages Section 10.2 as an adjustment to the extent caused by Customer'sPurchase Price for federal, its affiliates'state, or their respective employees'local and foreign income Tax purposes, officers', or directors' failure unless applicable Tax Law causes such payment not to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customerbe so treated. (5g) To With respect to Taxes, in the maximum extent permitted by Applicable Lawevent of a conflict between the provisions of Article IX, TPA's aggregate liability under Section 17.1(eon the one hand, and the provisions of Article X, on the other hand, the provisions of Article X shall control. (h) For purposes of determining the amount of any Losses that are the subject matter of a claim for indemnification, each representation and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of warranty in this Agreement shall be equal read without regard and without giving effect to all fees paid the term “material”, “Company Material Adverse Effect”, “Purchaser Material Adverse Effect” or any similar phrase which has the effect of making such representation and warranty less restrictive (as if any such word or phrase were deleted from such representation and warranty), other than (i) the use of the word “Material” in the terms Material Contract, Material Customers and Material Suppliers, (ii) the failure to TPA under this Agreement through list items on the last day Schedules because of such twelve materiality qualifications to the disclosure or (12iii) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as the representation set forth in this Section 17.5(54.7(b), which shall retain the Material Adverse Effect qualification therein. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. 5.3.1 The provisions for indemnity under Section 5.1.1(a) shall be effective only (a) for any individual claim or series of related claims arising from the same facts and circumstances where the Loss exceeds [***] and (b) when the aggregate amount of all Losses for claims or series of related claims arising from the same facts and circumstances in excess of [***] for which indemnification is sought from Sellers exceeds [***], in which case the Buyer Indemnitee shall be entitled to indemnification of such Buyer Indemnitee’s Losses in excess thereof. In no event shall Sellers have liability for indemnification under Section 5.1.1(a) for any amount exceeding, in the aggregate, [***]; provided, however, that (x) the foregoing limitations on indemnification under this Section 5.3.1 shall not apply to breaches of any Fundamental Representations or to any claims for indemnification based on common law fraud and (y) Sellers shall not have liability for indemnification under Section 5.1.1(a) with respect to breaches of any Fundamental Representations or Section 5.1.1(b) for any amount exceeding, in the aggregate, the Closing Payments. Notwithstanding anything to the contrary, no Party shall be liable for any Loss to the extent arising from (a) a change in accounting or taxation Law, policy or practice made after the Closing, other than a change required to comply with any Law, policy or practice in effect on the Closing Date, (b) any Law not in force on the date hereof or any change in Law which takes effect retroactively, or (c) any increase in the rates of taxation in force on the Closing Date. 5.3.2 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 5.1.1 or Section 5.1.2, as applicable, shall be reduced by (a) any amounts actually recovered by the Indemnified Party from a Third Party in connection with such claim and (b) the amount of any insurance proceeds actually paid to the Indemnified Party relating to such claim, in each case ((a) and (b)), net of the Indemnified Party’s costs of recovery. Buyer and Sellers each shall use commercially reasonable efforts to pursue claims against Third Parties and to collect insurance proceeds for any Loss that is subject to indemnification by Sellers under Section 5.1. 1. 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 5, 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 5 had such amounts been received prior to such payment. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***] 5.3.3 If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 5.1.1 or Section 5.1.2 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. 5.3.4 Except for the Fundamental Representations, which shall survive until 45 days after the expiration of the applicable statute of limitations, the representations and warranties of Sellers and Buyer contained in this Agreement shall survive the Closing and continue in full force and effect thereafter through and including the first anniversary of the Closing Date. Any obligation of a Party to indemnify the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified other Party in violation respect of this Agreementany breach of any covenant or agreement which is to be performed following the Closing shall survive until the earlier of performance of the covenant or agreement and the applicable statute of limitations, except as otherwise specified herein. (2) There shall be 5.3.5 For the avoidance of doubt, no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth 5 in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability respect of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations Loss to the extent otherwise set forth such Indemnified Party has been previously indemnified or reimbursed in this Agreement. (8) TPA shall not be responsible for respect of such Loss pursuant to any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term other provision of this Agreement or any instruction provision of any Ancillary Agreement. 5.3.6 For purposes of calculating the amount of any Losses arising out of or related to (a) any breach by Sellers of any of the representations of warranties made by Sellers in Article 3 and (b) any breach by Buyer of any of the representations of warranties made by Buyer in Article 3, any references in any such Customer representation or warranty to TPA in connection with such Services“material,” “materiality,” “Material Adverse Effect,” or similar materiality-based qualifications shall be disregarded.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement (i) Any amounts which any party hereto may be obligated to the contrary, the indemnification rights granted pay another party hereto pursuant to this Article 17 shall Section 13 will be subject reduced by an amount equal to: (A) the tax benefit, if any, realized as a result of such losses (for purposes of determining the "tax benefit", if any, the reasonable joint determination by Purchaser's or West's and Seller's outside accountants will be binding and conclusive as to the following limitations: all parties hereto); and (1B) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken insurance recovery with respect to such losses received by the Indemnified Party in violation of this Agreementindemnified party. (2ii) There Neither Purchaser nor Seller shall be no indemnification obligation for any Losses that assert Claims against the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to other party which aggregate more than the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract lawPurchase Price. (3iii) There Neither West nor Seller shall be no indemnification obligation on a particular Claim unless and until assert Claims against the other party which aggregate amount of Losses suffered by more than the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the LossesReal Estate Purchase Price. (4iv) In no event will TPA, its Affiliates, Purchaser shall not assert any Claim against Seller or their respective employees, officers, and directors have Ward xxx any liability item which was included in a Post Closing Adjustment for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customerwhich Purchaser was reimbursed. (5v) To Purchaser shall not assert any Claim against Seller or Ward xxxil the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(etotal amount of all Claims (excluding Claims for which Purchaser was reimbursed as a Post Closing Adjustment) exceeds Fifty Thousand Dollars ($50,000.00). Seller and Section 17.1(f) shall Ward xxxll not be limited obligated to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability indemnify Purchaser for the first twelve Fifty Thousand Dollars (12$50,000) months of indemnity claims. (vi) No party shall have a Claim against any other party arising out of this Agreement shall be equal to all fees paid to TPA under this Agreement through and the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the transactions contemplated thereunder which first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations became known to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of party seeking indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.the

Limitations on Indemnification. Notwithstanding anything contained in this Agreement Rights to the contrary, the indemnification rights granted pursuant to this Article 17 shall be hereunder are subject to the following limitations: (1a) There The obligation of indemnity provided herein with respect to the representations and warranties set forth in Section 3.8 shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by terminate on the Indemnified Party in violation of this Agreementthird anniversary date hereof. (2b) There The obligation of indemnity provided herein with respect to all other representations and warranties set forth in this Agreement shall be no indemnification obligation terminate upon the earlier to occur of (i) April 30, 1999 and (ii) 30 days after the completion by GST of an audit that includes the financial statements of the Business for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigatetwelve month period ended December 31, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law1998. (3c) There shall be no indemnification If, prior to the termination of any obligation on to indemnify as provided for herein, written notice of a particular Claim unless and until the aggregate amount of Losses suffered claimed breach is given by the Indemnified Party exceeds $5,000.00 party seeking indemnification including in detail the basis therefor (the "Claim ThresholdIndemnified Party"); provided that, in ) to the event that Losses exceed party from whom indemnification is sought (the Claim Threshold"Indemnifying Party") or a suit or action based upon a claimed breach is commenced against the Indemnified Party, the Indemnified Party shall not be entitled to precluded from pursuing such claimed breach or suit or action, or from recovering from the entire amount Indemnifying Party (whether through the courts or otherwise) on the claim, suit or action, by reason of the Lossestermination otherwise provided for above. (4d) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages Anything in this Agreement to the extent caused by Customer'scontrary notwithstanding, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations obligation of indemnification under this Article 17 except as VII by ICON shall be satisfied solely from the Escrow Amount. (e) No party shall be entitled to indemnification hereunder with respect to any Indemnifiable Claim (or, if more than one Indemnifiable Claim is asserted, with respect to all Indemnifiable Claims) unless the aggregate amount of Damages with respect to such Indemnifiable Claim or Claims on behalf of such party exceeds $240,000; and after the $240,000 threshold is reached, each indemnified person shall be entitled to be indemnified for the amount of all claims arising hereunder in excess of $240,000; PROVIDED, HOWEVER, that anything set forth in this Section 17.5(5). (6) To Agreement to the maximum extent permitted by Applicable Lawcontrary notwithstanding, the aggregate liability provisions of all the Customers under this Section 17.2(a) and Section 17.2(f7.3(e) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will not be applicable to all liabilities any Damages directly or indirectly related to any shares of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations ICON stock owned of indemnification under this Article 17 except as set forth in this Section 17.5(6)record by Stanley R. Schill. (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) Other than with respect to Losses which were the result of fraud, the maximum amount the JAC Indemnified Parties shall be entitled to recover in the aggregate with respect to any and all JAC Indemnifiable Claims shall be $3,000,000, other than with respect to Losses which were the result of fraud or a breach of a Company Fundamental Representation, with respect to which there shall be no limit. (b) Notwithstanding anything to the contrary contained herein, upon any Indemnified Party becoming aware of any Indemnifiable Claim, such Indemnified Party shall utilize all reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate such Losses. For purposes of this ARTICLE 9, all Losses shall be computed net of (i) any insurance proceeds actually received, (ii) any amounts recovered by the Indemnified Party or any of its respective Affiliates from any Person with respect to such Losses (whether under any agreement for indemnification, contribution or otherwise) and (iii) the amount of any Tax benefit actually realized, in each case by the Indemnified Party (as applicable, or any Affiliate thereof) that is attributable to the Losses to which such claim relates, and with respect to clause (iii) to the taxable period in which such Losses are incurred, treating any item of loss, deduction or credit as a result of such Losses as the last item used in such period, and taking into account any Tax detriment suffered by the Indemnified Parties as a result of such Losses and the receipt of the related indemnity payment (in the case of clauses (i), (ii) and (iii), net of the cost and expense of obtaining any such benefits, proceeds, payments or reimbursements). The Indemnified Party shall use commercially reasonable efforts to pursue, and to cause their respective Affiliates to pursue, all insurance claims, other third party payments and Tax benefits to which it or they may be entitled in connection with any Losses incurred. If any Indemnified Party actually receives any insurance or other third party payment in connection with any claim for Losses for which it has already received a payment under this ARTICLE 9, it shall pay to the Existing Members or JAC, as applicable, within thirty (30) days after such payment is received, an amount equal to the excess of (x) the amount previously received by such Indemnified Party with respect to such claim plus the amount of such insurance or other third party payment, less the costs of collection and, if insurance proceeds are received, any increase in premiums directly caused by the receipt of such insurance proceeds, over (y) the amount of Losses to which JAC or the Existing Member, as applicable, has become entitled under this Agreement in connection with such claim. (c) Notwithstanding anything in this Agreement to the contrary, for the indemnification rights granted pursuant purpose of calculating the amount of any Losses incurred as a result of any breach of the representations and warranties and covenants contained in this Agreement, any qualification with respect to this Article 17 materiality, Company Material Adverse Effect or other similar qualification shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreementdisregarded. (2d) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, Notwithstanding anything else to the extent that failure contrary set forth herein, the right to so mitigate would result in a reduction indemnification, payment of Losses recoverable under applicable principles or any other remedy based on representations, warranties or covenants will not be affected by any investigation conducted with respect to or any knowledge acquired (or capable of contract law. (3being acquired) There shall be no indemnification obligation on a particular Claim unless and until at any time with respect to the aggregate amount accuracy or inaccuracy of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided thator compliance with, in the event that Losses exceed the Claim Thresholdany such representation, the warranty or covenant. No Indemnified Party shall be entitled to indemnification under this Section 9 with respect to the entire amount breach of any representations or warranties unless such Indemnified Party promptly provides notice of an indemnity claim, together with an explanation of the Losses. (4) In no event will TPAbasis of the claim with reasonable specificity therefor, its Affiliates, or their respective employees, officers, and directors have any liability for any damages prior to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions expiration of the applicable CustomerSurvival Period. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained to the contrary in this Agreement Agreement: (a) Any claim under Section 8.02 or Section 8.03 or Article IX required to be made on or prior to the contraryexpiration of the applicable survival period set forth in Section 8.01 and not made on or prior to such expiration in accordance with Section 8.01 shall be irrevocably and unconditionally released and waived by the party seeking indemnification with respect thereto. The parties further acknowledge that the time periods set forth in Section 8.01 for the assertion of claims under this Agreement are the result of arm’s-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties. (b) (i) Except with respect to the Sellers Fundamental Representations, the indemnification rights granted Purchaser Indemnified Parties shall not be entitled to recover from Sellers for any claim pursuant to Section 8.02(a) unless such claim individually or a series of related claims involves Losses in (c) The amount of any Losses for which indemnification is provided under this Article 17 VIII and Article IX shall be subject net of (i) any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses, (ii) any prior or subsequent recovery actually received by the following limitations: Indemnified Party from any Person with respect to such Losses (1including pursuant to any indemnification agreement or arrangement with any third party) There shall be no indemnification obligation for (it being agreed that if any Losses that arise from or were caused by actions taken or actions not taken such amounts are recovered by the Indemnified Party in violation respect of any such Losses subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such amounts shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made) and (iii) any Tax Benefit actually realized by any Seller or Purchaser, as applicable, as a result of incurring such loss in the taxable year that such Loss was incurred or the following taxable year. The Indemnified Parties shall use, and cause their Affiliates to use, commercially reasonable efforts to seek recovery under all provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Claims for Taxes shall be made solely pursuant to Article IX, and no claims therefor shall be made under this Article VIII, in each case subject to the provisions of this AgreementSection 8.05. In the event of any conflict between this Article VIII and Article IX, the provisions of Article IX shall govern. (2d) There Neither party shall, in any event, be liable hereunder to any Person for any consequential, incidental, indirect, special or punitive damages, loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity and no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be no indemnification obligation for used in calculating the amount of any Losses that payable by any Seller hereunder; provided the Indemnified Party had foregoing shall not (i) limit an opportunity but failed party’s Liability to take reasonable measures any Person for direct damages (including loss of revenue, income or profits), (ii) apply in the case of Fraud or (iii) limit any party’s Liability to mitigate, to the extent that failure to so mitigate would result any person in a reduction of Losses recoverable under applicable principles of contract law.connection with any damages (3e) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the No Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) hereunder to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with such indemnification would constitute a duplicative payment for the instructions of the applicable Customersame Loss. (5f) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date Each of the first event giving rise parties agrees to a Claim indemnified by TPA pursuant use its commercially reasonable efforts to Section 17.1(emitigate its respective Losses upon and after having Knowledge of any Losses that are indemnifiable hereunder. (g) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as The limitations set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) 8.05 shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise not apply with respect to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6)party’s Fraud. (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement (a) None of the parties hereto shall be liable to the contrary, other pursuant to the indemnification rights granted pursuant to this Article 17 shall be subject to provisions of Sections 8.1(b), (c) or (d) unless it receives notice from the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation other party of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility claim for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the hereunder within twelve (12) months immediately preceding after the date Closing Date; or in the case of the first event giving rise representations of Seller set forth in Sections 3.6 and 3.9 and of Buyer under Sections 5.6 and 5.9 as to a Claim indemnified which the notice must be received by TPA pursuant to Section 17.1(ethe later of (x) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months after the Closing Date or (y) by April 30, 2000 or such later date as the audit of Buyer's financial statements for the year ended March 31, 2000 is complete. (b) Indemnification payments due under Sections 8.1 shall be reduced by (i) any insurance proceeds received by the Indemnified Party with respect to those Damages which relate to the indemnity claim and which proceeds are received under an insurance policy of Seller or any of its Subsidiaries in effect as of the date of this Agreement Agreement; provided that this Section 8.2(b) shall not obligate Buyer or any of its Subsidiaries to obtain any insurance coverage or, if already obtained, to maintain the effectiveness of such insurance or to make any claim thereunder; and (ii) the amount of any Tax savings realized by the indemnified party with respect to those Damages which relate to the indemnity claim (net of any increased Tax Liability which may result from the receipt of an indemnity payment under Sections 8.1(b), 8.1(c) or 8.1(d)); provided that future Tax deductions and Tax Liability will be discounted at the prime rate of interest reported in the Wall Street Journal at the time the indemnification payment pursuant to this Section 8 is made. (c) Pursuant to claims for indemnification of the type referred to in Sections 8.1(b), 8.1(c) or 8.1(d), an Indemnifying Party shall only be liable to an Indemnified Party to the extent the aggregate amount of such claims by the Indemnified Party for indemnification exceeds Two Million Dollars ($2,000,000) in the aggregate (the "Indemnity Threshold"), whereupon only the amount of such claims in excess of the Indemnity Threshold shall be recoverable in accordance with the terms hereof. For purposes of the applying the Indemnity Threshold to Seller Stockholder claims under Section 8.1(c), all Seller Stockholders shall be treated as a single Indemnified Party. (d) If the Merger has occurred, (i) the aggregate liability of the Seller Stockholders for any and all Damages arising from indemnification claims under Section 8.1(b) shall not exceed the value of the Escrow Fund (as defined in the Escrow Agreement), (ii) the aggregate liability of Buyer for any and all Damages arising from indemnification claims under Section 8.1(c) shall not exceed the aggregate Current Market Price of the Escrow Shares as of the Closing Date, and (iii) the liability of CVC for any and all Damages arising from indemnification claims under Section 8.1(b) or Section 8.1(d), in the aggregate, shall not exceed the value of Escrow Account (as defined in the Escrow Agreement) of CVC and each Escrow Account Beneficiary, if any, who is a successor or assignee of CVC under the Escrow Agreement. (e) If the Merger has occurred, any indemnification payment owed by Buyer pursuant to Section 8.1(c) shall be payable solely in additional shares of Buyer Common Stock with the value of such shares being deemed to be equal to the Current Market Price of Buyer Common Stock as of the Closing Date. (f) The indemnification provided for in this Section 8 shall be the sole and exclusive remedy of Buyer, Merger Sub, Seller, the Seller Stockholders and CMP, for any and all fees paid Damages incurred in connection with or arising out of or resulting from or incident to TPA under any breach of any warranty, or the inaccuracy of any representation made any Party in or pursuant to this Agreement, or any breach of any other covenant or agreement made by any Party in or pursuant to this Agreement through or otherwise related to or arising out of the last day Merger. Without limiting the scope of such twelve (12) month periodthe immediately preceding sentence, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as expressly set forth in this Section 17.5(5). (6) To 8 and subject only to the maximum occurrence of the Effective Time, each Party does hereby irrevocably and absolutely waive and release, to the fullest extent permitted by Applicable Lawunder law, the aggregate liability any and all claims, demands, damages, debts, liabilities, accounts, reckonings, obligations, costs, expenses, liens, actions and causes of all the Customers under Section 17.2(a) action of every kind and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) nature whatsoever, which it/he now has, own or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) holds, or Section 17.2(f) at any time during such twelve (12) month period It is understood that there heretofore ever had, owned or held, or could, shall be no or may hereafter have, own or hold, whether now known or unknown, suspected or unsuspected, against any other dollar limitation applicable Party or other Seller Stockholder incurred in connection with or arising out of or resulting from or incident to a Customer for its obligations any breach of indemnification under any warranty or the inaccuracy of any Party in or pursuant to this Article 17 except as set forth Agreement or any breach of any other covenant or agreement made by any Party in or pursuant to this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable Agreement or otherwise related to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term arising out of this Agreement or any instruction of such Customer to TPA in connection with such Servicesthe Merger.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement The rights of the Parent Indemnified Parties and the Company Stockholder Indemnified Parties to indemnification pursuant to the contrary, the indemnification rights granted pursuant to provisions of this Article 17 shall be VII are subject to the following limitations: (1a) There Notwithstanding anything to the contrary herein, except for claims in respect of the breach of any Company Fundamental Representation or for claims in respect of fraud or intentional misrepresentation, no claims for indemnification by any Parent Indemnified Party pursuant to Section 7.02(a) shall be so asserted, and no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Parent Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed entitled to take reasonable measures to mitigaterecover Losses, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party that would otherwise be payable hereunder exceeds on a cumulative basis an amount equal to $5,000.00 1,000,000 (the "Claim Threshold"“Basket”); provided that, in and to the event that extent such Losses exceed the Claim ThresholdBasket, the such Parent Indemnified Party shall be entitled to recover all such Losses, including the entire amount of the LossesBasket. (4b) In Notwithstanding anything to the contrary herein, except for claims in respect of the breach of any Parent Fundamental Representation or for claims in respect of fraud or intentional misrepresentation, no event will TPA, its Affiliates, or their respective employees, officersclaims for indemnification by any Company Stockholder Indemnified Party pursuant to Section 7.03(a) shall be so asserted, and directors have any liability for any damages no Company Stockholder Indemnified Party shall be entitled to recover Losses, unless and until the aggregate amount of Losses that would otherwise be payable hereunder exceeds on a cumulative basis an amount equal to the Basket, and to the extent caused by Customer'ssuch Losses exceed the Basket, its affiliates'such Company Stockholder Indemnified Party shall be entitled to recover all such Losses, or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages including the Basket. (c) Notwithstanding anything to the extent caused contrary herein, except for claims in respect of the breach of any Company Fundamental Representation or for claims in respect of fraud or intentional misrepresentation, with respect to any claims for indemnification by TPA'sany Parent Indemnified Party pursuant to Section 7.02(a), (i) the Parent Indemnified Parties’ sole recourse shall be against the Holdback Shares pursuant to Section 7.07 and its affiliates'setoff rights against the Milestone Consideration pursuant to Section 7.08 and (ii) the maximum liability of the Company Stockholders for such claims shall not exceed $3,000,000 (the “Cap”). (d) Notwithstanding anything to the contrary herein, except for claims in respect of the breach of any Parent Fundamental Representation or their respective employees'for claims in respect of fraud or intentional misrepresentation, officers'the maximum liability of Parent for claims by claims for indemnification by any Company Stockholder Indemnified Party pursuant to Section 7.02(a) shall not exceed the Cap. (e) Notwithstanding anything to the contrary contained herein, except in the case of fraud or directors' failure to perform TPA's obligations under this Agreement. In intentional misrepresentation, in no event will TPA, its Affiliates or their respective employees, officers or directors shall any Company Stockholder have any liability under this Agreement or any responsibility for indemnification obligations in excess of the Merger Consideration actually received by such Person pursuant to Section 17.1(ethis Agreement. (f) or Section 17.1(f) Notwithstanding anything to the extent that contrary contained herein, except in the case of fraud or intentional misrepresentation, in no event shall Parent have any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions excess of the applicable CustomerMerger Consideration. (5g) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) Each Indemnitee shall be limited use its commercially reasonable efforts to no more than the aggregate fees paid mitigate or resolve any Loss prior to TPA seeking indemnity therefor under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f)Article VII; provided, however, that no such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement no such Indemnitee shall be equal required to all fees paid take any action or refrain from taking any action that is contrary to TPA under this Agreement through any applicable Contract or Law binding on such Indemnitee or any Affiliate thereof (or, to the last day extent such Losses are Taxes, any action that might reasonably be expected to be adverse to it). No Indemnitee shall make any Table of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA Contents claim for its obligations of indemnification under this Article 17 except VII in respect of any matter that is taken into account as set forth a reduction in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date calculation of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA Merger Consideration. Any Indemnitee shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable entitled to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable double recovery for any failure adjustments to perform its obligations to consideration provided for hereunder or Losses even though such Losses may have resulted from the extent otherwise set forth breach of more than one of the representations, warranties, agreements and covenants in this Agreement. (8) TPA h) Notwithstanding anything to the contrary contained herein, neither Party shall have any liability or indemnification obligation (i) with respect to the amount of or ability to use after the Closing Date any net operating losses, Tax credits, Tax basis or other Tax attribute of Parent and its respective Subsidiaries (and neither Company nor Parent is making and shall not be responsible construed to have made any representation or warranty with respect to such matters), or (ii) for any obligations of indemnification under Article 17 for Taxes with respect to any act taxable period (or omission taken by it in the first six (6portion thereof) months beginning after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such ServicesClosing Date.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the The foregoing indemnification rights granted pursuant to this Article 17 obligations shall be subject to the following limitations: (1) There RECOVERY BY INDEMNIFIED PARTY. The amount of any indemnified Loss hereunder shall be no indemnification obligation for any Losses that arise from or were caused reduced by actions taken or actions not taken the amount, if any, of the recovery actually received by the Indemnified Party with respect to such indemnified Loss (net of any out-of-pocket collection costs) under applicable insurance policies or from persons or entities not parties to this Agreement (not including any successor in violation interest or assign of any Party). In the event such a recovery is received by the Indemnified Party after it receives payment or other credit under this Agreement with respect to an indemnified Loss, then the Indemnified Party shall promptly pay to the Indemnifying Party the lesser of (A) the amount of the recovery actually received; or (B) the amount of the indemnity payment made by the Indemnifying Party to the Indemnified Party with respect to such indemnified Loss. Notwithstanding anything herein to the contrary, the terms of this AgreementSection 14(d)(i) shall not apply to the extent such provisions would operate to invalidate or otherwise prejudice any claim for insurance or against any third party. (2) There ACT OR OMISSION OF THE INDEMNIFIED PARTY. The amount of any indemnified Loss arising under this Agreement shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, fairly and equitably reduced to the extent that failure to so mitigate would result in a reduction such indemnified Loss arose by reason of, and is directly attributable to, the negligent or intentional wrongful acts or omissions of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the LossesParty. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained (a) Any Indemnification Claim with respect to the breach of any representation, warranty, covenant or agreement set forth in this Agreement (or in any Transaction Agreement, other than the Transition Services Agreement) required to be made by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may be, on or prior to the contraryexpiration of the applicable survival period set forth in Section 9.1, and not so made, shall, with respect to such breach of such representation, warranty, covenant or agreement, be irrevocably and unconditionally released and waived by such party; provided, however, in the event the failure of an Indemnified Party to make such Indemnification Claim within the applicable survival period is due to fraud by the Indemnifying Party, the limitation set forth in this Section 9.4(a) shall not apply. (b) The calculation of the amount of any Losses for which indemnification is payable under this Article IX (including for purposes of determining whether the Claims-Specific Threshold, the Deductible or the Cap has been met) shall be net of any amounts actually recovered by the Indemnified Party or any of such Indemnified Party’s Affiliates under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract with a third party pursuant to which or under which such Indemnified Party or any of such Indemnified Party’s Affiliates is a party or has rights granted (collectively, “Alternative Arrangements”) with respect to such Losses. If, after an Indemnification Claim by a Buyer Indemnified Party is paid hereunder, (x) such Buyer Indemnified Party recovers amounts under such Alternative Arrangement with respect to the Losses previously paid in respect of such Indemnification Claim pursuant to this Article 17 shall be subject IX and (y) the amounts so recovered would have reduced the aggregate amount of the Losses for which such Buyer Indemnified Party would have been indemnified under this Article IX had such recovery occurred before such Indemnification Claim was paid hereunder (after giving effect to the following limitations: applicable provisions of this Article IX regarding the application of the Claims-Specific Threshold, the Deductible or the Cap), Buyer and Seller hereby agree that Buyer (1on behalf of such Buyer Indemnified Party) There shall be no indemnification obligation refund to Seller an amount (net of collection costs for any the amounts so recovered under such Alternative Arrangement) equal to the least of (i) the amount of such reduction that would have occurred, (ii) the amounts so recovered under such Alternative Arrangement, and (iii) the Losses that arise from or were caused by actions taken or actions not taken by previously paid in respect of such Indemnification Claim pursuant to this Article IX. After the Closing, the Indemnified Party shall, in violation good faith, make a claim under the applicable insurance policy (if any) in connection with any Indemnification Claim brought by it hereunder and shall use commercially reasonable efforts to pursue such claim, provided that no Indemnified Party shall be required to initiate or threaten to initiate any Action against any insurance carrier in connection herewith. (c) The calculation of the amount of any Losses for which indemnification is payable under this Article IX (including for purposes of determining whether the Claims-Specific Threshold, the Deductible or the Cap has been met) shall be net of the amount of any Tax benefit that has actually been realized (whether in cash, credits against Taxes, Tax deductions, or similar amounts which have actually reduced Taxes otherwise payable) by the party claiming such Losses or by its Affiliates claiming a Tax loss or Tax credit as a result of such Losses. The amount of any such Tax benefit shall reflect the present value of such Tax benefit actually realized in or prior to the year in which the indemnification payment is made. (d) Notwithstanding anything to the contrary in this Agreement, (i) no party shall, in any event, be liable to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof and (ii) in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses, except, in the case of each of clauses (i) and (ii) above, to the extent such amounts are paid or payable to a third party in respect of a Third Party Claim and an Indemnified Party seeks, following the Closing, indemnification in respect thereof under this Agreement. (2e) There shall be no indemnification obligation for any Losses that Following the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided thatClosing, in the event that Losses exceed the Claim Thresholdof any breach giving rise to an indemnification obligation under this Article IX, the an Indemnified Party shall be entitled take and shall use commercially reasonable efforts to cause its Affiliates to take, or shall use commercially reasonable efforts to cooperate with the entire amount applicable Indemnifying Party if such cooperation is reasonably requested by the Indemnifying Party in order to take, commercially reasonable measures to mitigate the consequences of the Lossesrelated breach. (4f) In no event will TPANotwithstanding anything in this Agreement, its Affiliates, or their respective employees, officers, and directors have any liability for any damages amounts payable pursuant to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's indemnification obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, Article IX shall be paid without duplication and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In in no event will TPA, its Affiliates or their respective employees, officers or directors have shall any liability party hereto be indemnified under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term different provisions of this Agreement or the Transaction Agreements for the same Losses. Notwithstanding anything in this Agreement, in no event shall any instruction of such Customer amounts payable pursuant to TPA in connection with such Servicesthe indemnification obligations under this Article IX by Seller (other than pursuant to Section 9.2(a)(iii) and Actions for fraud by Seller) exceed the Purchase Price paid to Seller, or at its direction, pursuant to the terms hereof.

Limitations on Indemnification. Notwithstanding anything (a) To the extent that a Party shall have any obligation to indemnify and hold harmless any other Person hereunder, such obligation shall not include lost profits or other consequential, special, punitive, incidental or indirect damages (and the injured Party shall not recover for such amounts). (b) The amount of any loss, liability, cost or expense for which indemnification is provided under this Article 10 shall be net of any amounts actually recovered by a Buyer Indemnitee or a Seller Indemnitee, as the case may be, under an insurance policy with respect to such loss, liability, cost or expenses. (c) Except as provided in Article 11 and except for fraud, from and after the Closing, the indemnification obligations set forth in this Article 10 are the exclusive remedy of the Indemnitees: (a) for any inaccuracy in any of the representations or any breach of any of the warranties or covenants contained herein or; (b) otherwise with respect to this Agreement, the Company and the transactions contemplated by this Agreement and matters arising out of, relating to or resulting from the subject matter of this Agreement, whether based on statute, contract, tort, property or otherwise, and whether or not arising from the relevant Party’s sole, joint or concurrent negligence, strict liability or other fault. (d) No claim for indemnification shall be subject to assertion and no Party shall have an obligation to indemnify a Seller Indemnitee or Buyer Indemnitee (an “Indemnity”), as the case may be, for any loss or liability unless and until such Indemnity shall have incurred loss or liability in an aggregate amount in excess of $100,000 (the "Deductible"), and then such indemnifying Party shall be liable for all such incurred loss or liability. For purposes of determining the Deductible and all amounts payable by Sellers, any individual claim creating a loss or liability of less than $5,000 shall be disregarded. The aggregate amount of all losses, liabilities, costs or expenses for which Sellers shall be liable in connection with this Agreement, any Related Documents, and the transactions contemplated herein and therein shall not exceed 10% of the Purchase Price (the “Cap”), and the Sellers shall not be liable for any loss, liability, cost or expense in excess of the Cap; provided, however, that indemnification obligations under Section 11.1 may be claimed in excess of the Cap and shall not be subject to the Deductible. Additionally, indemnification obligations under Section 10.2(d) shall not be subject to the Deductible (but shall be included in determining the Cap). (e) Sellers shall not be liable under this Article 10 for any loss, liability, cost or expense based upon or arising out of any breach of any of the representations, warranties or covenants of a Seller contained in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party if Buyer had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day knowledge of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) inaccuracy or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA breach prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such ServicesClosing.

Limitations on Indemnification. Notwithstanding anything contained (a) To the extent that the KM Indemnified Parties are entitled to indemnification for Liabilities pursuant to Section 10.1, the Parent Parties shall not have any Liability (i) for any individual indemnifiable item which does not exceed $100,000 (the “Individual Indemnity Threshold”), and (ii) in this Agreement respect of those individual indemnifiable items that exceed the Individual Indemnity Threshold, unless the aggregate Liabilities relating to all such individual indemnifiable items exceed in the aggregate, one percent (1%) of an amount equal to the contraryPurchase Price minus the Proportionate Debt Amount (the “Deductible Amount”), and then only to the extent of any such excess; provided that (x) any materiality or material adverse effect qualifier to any representation or warranty (other than Excluded Materiality Matters) subject to indemnification shall be disregarded and (y) to the extent provided in Section 6.7, the Post-Signing Schedule Updates shall be effective with respect to the representations and warranties, in each case, for purposes of determining whether the Individual Indemnity Threshold or the Deductible Amount shall have been exceeded. In no event shall the Parent Parties’ aggregate liability to the KM Indemnified Parties exceed twenty percent (20%) of an amount equal to the Purchase Price minus the Proportionate Debt Amount (the “Ceiling Amount”). Notwithstanding the foregoing, this Section 10.9(a) shall not apply to indemnification rights granted for Liabilities relating to HS Fundamental Representations or to any indemnification obligation under Section 10.1(b), (c) or (d). (b) In the event a KM Indemnified Party makes any claim pursuant to Section 10.1(a) relating to a breach of Sections 11.1 or 11.2 with respect to rights-of-way, easements and servitudes (an “Easement Claim”), the Parent Parties shall elect one of the following remedies: (i) pay the KM Indemnified Parties liquidated damages in an amount equal to $500 per rod multiplied by the greater of (x) the number of rods affected by such breach or (y) the number of rods required to circumvent such breach or (ii) assume all of the Liabilities associated with such breach in which event such claim shall be deemed to be an Indemnity Claim for purposes of Sections 10.6 through 10.8, in each case, subject to the limitations set forth in Sections 10.9(a), (c) and (d). The Parent Parties shall make such election by written notice to the KM Indemnified Party within twenty (20) days following receipt of notice of the Easement Claim. The failure to make such election within such twenty (20) day period shall be deemed an election by the Parent Parties to assume the Liabilities under clause (ii) above. The payment of liquidated damages pursuant to this Article 17 Section 10.9(b) with respect to an Easement Claim shall not affect the right of the JV Indemnified Parties to assert a subsequent claim associated with a subsequent Indemnity Claim based on the same underlying breach. The foregoing provisions of this Section 10.9(b) shall not apply to an Indemnity Claim relating to a breach of Sections 11.1 or 11.2 nor to any Easement Claim that could adversely affect the operation of the Eagle Ford Business in a material respect (collectively, the “Other Title Claims”). With respect to any Other Title Claim, the KM Indemnified Parties shall be entitled to exercise the rights to indemnity pursuant to Section 10.1, subject to the following limitations:limitations set forth in Section 10.9(a), (c) and (d). Notwithstanding the foregoing but without affecting the rights of KM Indemnified Parties, the Parent Parties shall have the non-exclusive right, at their expense, to seek to cure title defects underling any Other Title Claim. Any indemnity obligation payment by any Parent Parties to any KM Indemnified Party (other than Newco) with respect to Liabilities relating to Easement Claims shall be reduced by 75% if such indemnity obligation arises under Section 11.1 and 50% if such indemnity obligation arises under Section 11.2. (1c) There In calculating any amount to be paid by an Indemnifying Party by reason of the provisions of this Agreement, the amount shall be no reduced by all insurance proceeds and any indemnification obligation reimbursement proceeds actually received from third parties related to the Liabilities, in each case net of all reasonable out-of-pocket costs incurred in the recovery of such proceeds. (d) None of the Parent Parties, the KM Parties, Newco or KinderHawk will be liable as an indemnitor under this Agreement for any Losses that arise from punitive, exemplary, speculative, or were caused by actions taken special damages suffered or actions not taken incurred by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigateor Parties, except to the extent that failure such damages result pursuant to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. Indemnity Claims (3) There shall be no indemnification obligation on a particular Claim unless excluding the Parties hereto and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its their Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5including Newco). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained in this Article 10, except in the case of fraudulent misrepresentation or a breach of any Seller Fundamental Representations, in no event shall a Seller’s aggregate liability for Losses that may be recovered by any Buyer Indemnified Party for any breach by a Seller of any of its representations or warranties in this Agreement or the Assignment and Assumption Agreements or in any other agreement entered into in connection with this Agreement exceed the portion of the Purchase Price actually received by Seller (the “Cap”). (b) Notwithstanding anything to the contrary contained in this Article 10, except in the case of fraudulent misrepresentation or a breach of any Buyer Fundamental Representation, in no event shall Buyer’s aggregate liability for Losses that may be recovered by any Seller Indemnified Party for any breach by Buyer of any of its representations or warranties in this Agreement or the Assignment and Assumption Agreements or in any other agreement entered into in connection with this Agreement exceed the Cap. (c) Notwithstanding any provision in this Agreement to the contrary, all Losses for which any Indemnified Party would otherwise be entitled to indemnification under Section 10.1 or Section 10.2 shall be reduced by the amount of insurance proceeds, net Tax benefits, indemnification rights granted payments and other third-party recoveries actually realized in respect of any Losses incurred by such Indemnified Party. In the event any Indemnified Party is entitled to any insurance proceeds, net Tax benefits, indemnity payments or any third-party recoveries in respect of any Losses for which such Indemnified Party is entitled to indemnification pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from Section 10.1 or were caused by actions taken or actions not taken by the Section 10.2, such Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed use reasonable efforts to take reasonable measures to mitigateobtain, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided thatreceive or realize such proceeds, in benefits, payments or recoveries. In the event that Losses exceed any such insurance proceeds, net Tax benefits, indemnification payments or other third-party recoveries are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the Claim Thresholdclaims to which such insurance proceeds, net Tax benefits, indemnification payments or other third-party recoveries relate, the Indemnified Party shall be entitled promptly remit all or the relevant portion of such indemnification payment to the entire amount of the LossesIndemnifying Party. (4d) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have Notwithstanding any liability for any damages provision in this Agreement to the extent caused by Customer'scontrary, its affiliates', or Buyer and Sellers shall each retain their respective employees', officers', or directors' failure right of offset against each other with respect to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customeramounts due hereunder. (5e) To In the maximum extent permitted event both Buyer and Sellers are liable hereunder with respect to a Loss that constitutes both an Assumed Obligation and an Excluded Obligation, the amount payable by Applicable Law, TPA's aggregate liability under Section 17.1(e) Buyer and Section 17.1(f) Seller with respect thereto shall be limited to no more than in such proportion as shall reflect the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date relative fault of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)each party. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) No payment shall be required to be made by the Company pursuant to clause (i) of Section 7.1 hereof, or by any Purchaser pursuant to clause (i) of Section 7.2 hereof, unless, and except to the extent that, the amount of Loss suffered by the party claiming indemnification in connection with such claim, together with all claims asserted therewith or previously asserted under clause (i) of Section 7.1 or clause (i) of Section 7.2, as the case may be, by such party and/or the indemnitee group to which such party belongs (i.e., the Purchaser Indemnitees or the Company Indemnitees, as applicable), exceeds three percent (3%) of the Purchase Price paid by the Purchaser who is the indemnitee (directly or on behalf of a member of its indemnitee group) or indemnitor of such claim, it being understood that for purposes of measuring the amount of Losses suffered by a Company Indemnitee under clause (i) of Section 7.2 as of any given time, the Company Indemnitee may only include Losses attributable to the Purchaser from whom the Company Indemnitee is seeking to recover at such time. By way of illustration, the percentage referred to in the preceding sentence applicable to Teachers Insurance and Annuity Association of America would be $450,000. (b) Notwithstanding anything contained to the contrary herein, the maximum amount of Loss suffered, other than out-of-pocket Loss attributable to third-party claims or in respect of breach or nonfulfillment of agreements or covenants, for which a Purchaser (or a member of its indemnitee group) may be indemnified or from whom indemnification may be sought by a Company Indemnitee shall not exceed the total Purchase Price paid by such Purchaser. (c) No right to indemnification may be asserted under clause (i) of Section 7.1 or clause (i) of Section 7.2 after the expiration of 18 months following the Closing Date, except any such rights to indemnification arising out of or in connection with any claim as to which notice has been given on or prior to the expiration of 18 months following the Closing Date. Notwithstanding anything herein to the contrary, a right to indemnification for breach of the representations and warranties set forth in Sections 2.1, 2.3, 2.4, 3.1, 3.2, 3.3 and 3.4 may be asserted under this Agreement Article VII indefinitely. (d) Notwithstanding anything herein to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)VII shall not include any matters relating to the rights and obligations of the parties hereto under the Registration Rights Agreement. (6e) To the maximum extent permitted by Applicable Law, the aggregate liability In each case in which a breach of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited any representation or warranty creates entitlement to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except VII, the amount of any Loss shall be determined without taking into account any qualification as to materiality or Company Material Adverse Effect contained in any such representation or warranty. The provisions of this Article VII, subject to the limitations set forth herein, shall constitute the sole remedy for breach of any party hereto of any representation, warranty, covenant or agreement by any other party hereto. Notwithstanding anything to the contrary herein, nothing in this Section 17.5(6). (7) TPA Agreement shall not be financially responsible for amounts (e.g., the proceeds limit in any way any party's remedies in respect of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally fraud or contractually obligated to pay, but that were not paid because intentional misrepresentation or omission or an intentional breach of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) Notwithstanding the foregoing, no Indemnifying Party shall have any liability to indemnify an Indemnified Party with respect to any individual claim or group of related claims unless and until the amount of any Loss sustained by such Indemnified Party with respect to such individual claim or group of related claims exceeds $25,000. The maximum aggregate liability of any Indemnifying Party for any and all claims under this Agreement and the Ancillary Agreements shall not exceed $2,500,000. (b) Notwithstanding anything contained in this Agreement herein to the contrary, no claim for indemnification under this ARTICLE 11 may be brought after the 18-month period following the Closing Date; provided, however, that claims for indemnification rights granted pursuant relating to this Article 17 shall Taxes (including without limitation Transaction Taxes) may be subject brought at any time prior to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by expiration of the Indemnified Party in violation applicable statute of this Agreementlimitation. (2c) There shall Without prejudice to the rights of any Indemnified Party to be no indemnified, held harmless and reimbursed when and as required by this Article 11, if any Loss sustained by an Indemnified Party is covered by an insurance policy or an indemnification obligation for any Losses that the of another Person (other than an Affiliate of such Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"Party); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall use commercially reasonable efforts to collect such insurance or indemnity payments. If the Indemnified Party receives such insurance or indemnity payments prior to being indemnified, held harmless and reimbursed under this Article 11 with respect to such Loss, the payment by the Indemnifying Party with respect to such Loss shall be entitled to reduced (but not below zero) by the entire net amount of the Losses. (4) In no event will TPA, its Affiliates, such insurance proceeds or their respective employees, officers, and directors have any liability for any damages indemnity payments to the extent caused by Customer'srelated to such Loss, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, less reasonable attorney’s fees and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA expenses incurred in connection with such Servicesrecovery. If the Indemnified Party receives such insurance proceeds or indemnity payments after being indemnified and held harmless by the Indemnifying Party with respect to such Loss, the Indemnified Party shall pay to the Indemnifying Party (up to a maximum of the total amount paid by the Indemnifying Party pursuant to this Article 11 in respect of such Losses) the net amount of such insurance proceeds or indemnity payment to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. For purposes of this Section 11.5(c), an Indemnified Party shall not be deemed to have received an insurance payment if such payment is made under an insurance plan or program that is self funded by such Indemnified Party or its Affiliates. If any Indemnified Party receives payment under this Article 11 on account of a claim that an Indemnifying Party believes in good faith is covered by an insurance policy or an indemnification obligation of another person or entity (other than an Affiliate of such Indemnified Party), that Indemnified Party shall (i) on written request of the Indemnifying Party, assign, to the extent assignable, its rights under such insurance policy or indemnification obligation with respect to such claim to the Indemnifying Party (to the extent of such payment) and (ii) be relieved of any further obligation to pursue collection of such insurance or indemnification (except that, if requested to do so by the Indemnifying Party, the Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s sole expense, to collect any such insurance or indemnification).

Limitations on Indemnification. (a) Notwithstanding anything contained to the contrary set forth in this Agreement to Agreement, except in the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitationscase of fraud or willful misconduct: (1i) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the ARC Indemnified Party shall be entitled to indemnification, to sxx for damages or to assert any other right or remedy under this Agreement (whether under this Article VI or otherwise) against Seller or any of Seller’s Affiliates with respect to any Loss, cause of action or other claim to the entire extent it is primarily a possible or potential Loss, cause of action or claim that such party believes may be asserted rather than a Loss, cause of action or claim that has, in fact, been filed of record against such party or one of its Affiliates or paid or incurred by such party or one of its Affiliates; (ii) no Indemnified Party shall be entitled to recover any amount relating to any matter arising under one provision of this Agreement to the extent such Indemnified Party (or other ARC Indemnified Parties in the event of an ARC Indemnified Party, or other Seller Indemnified Parties in the event of a Seller Indemnified Party) has already recovered such amount with respect to such matter pursuant to that or other provisions of this Agreement; and (iii) notwithstanding any provision to the contrary herein, an Indemnified Party (as defined below) will not be entitled to recover, and no party shall be liable for, any incidental, consequential, exemplary, special, punitive or treble damages (except such items as an Indemnified Party may be required to pay to a third party as a result of any Third Party Claims (as defined below) subject to indemnification hereunder), and, except as expressly provided herein, in no event shall any Indemnified Party be entitled to any recovery under a “multiple of profits,” “multiple of cash flow”, “multiple of EBITDA” or similar valuation methodology in calculating the amount of the any indemnifiable Losses. (4b) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy Except as set forth in the Policy) payable proviso to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated Section 7.4(a), each Party shall take, and shall cause its Affiliates to paytake, but that were not paid because all commercially reasonable steps to mitigate any of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations Losses (including incurring costs to the extent otherwise necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto. (c) Except in the case of fraud or willful breach, the monetary remedies set forth in this Agreement. (8) TPA Article VI shall not be responsible provide the sole and exclusive remedy for breaches of any obligations of indemnification under Article 17 for any act warranty or omission taken by it covenant made in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement by ARC or any instruction of such Customer to TPA in connection with such Servicesthe Seller.

Limitations on Indemnification. Notwithstanding anything contained to the contrary in this Agreement: (a) The aggregate amount of all Losses for which the Seller shall be liable pursuant to Section 8.2(a) shall not exceed the Purchase Price except in the case of actual fraud in the making of its representations and warranties or willful misconduct. (b) Except in the case of any breach of the Fundamental Representations, willful misconduct, or fraud, the Purchaser Indemnified Parties will not be entitled to indemnification with respect to any Losses from any claim or claims pursuant to Section 8.2(a)(i), until the aggregate Losses from all such claims exceed, in the aggregate, $50,000.00 (the “Basket Amount”), after which the Purchaser Indemnified Parties shall be required to pay or be liable for all such Losses from the first dollar. . (c) Payments by an Indemnifying Party pursuant to Section 8.2(a) or Section 8.2(b) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 8.2(a) or Section 8.2(b) in respect of any Loss shall be reduced by an amount equal to any income Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) For the avoidance of doubt, any indemnifiable Losses under this Agreement shall be determined without duplication of recovery due to the facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement. (h) The Seller shall not be responsible or obligated for making indemnification payments to the Buyer Indemnified Parties with respect to any Losses arising out of or relating to any breach or inaccuracy of any representation or warranty made by the Company in this Agreement to the contrary, extent that the indemnification rights granted pursuant to this Article 17 shall be subject to underlying fact or condition of such breach or inaccuracy existed as of the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this AgreementMerger Date. (2i) There The Parties acknowledge and agree that the indemnification provisions of this ARTICLE 8 shall be no indemnification obligation the sole and exclusive remedy for any Losses that the claim or action brought by any Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) otherwise relating to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months subject matter of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day (including in connection with a breach of such twelve (12) month periodor inaccuracy in any representation or warranty or any covenant, and will be applicable to all liability of TPA pursuant to Section 17.1(e) agreement or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth obligation contained in this Agreement). (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding (a) The provisions for indemnity under Section 7.1.1(c) or Section 7.1.2(c) shall be effective only for any individual claim or series of related claims arising from the same facts and circumstances where the Loss exceeds $25,000. (b) Seller shall be obligated to indemnify Buyer Indemnitees as set forth in Section 7.1.1 (a) only if and to the extent the aggregate of all Losses for which Seller is liable under Section 7.1.1(a) exceeds $475,000, in which event Seller shall be required to pay and be liable for all Losses in excess of $475,000 incurred by the Buyer Indemnitees for which Sellers are liable under Section 7.1.1(a); provided that Seller’s aggregate liability under Section 7.1.1(a) shall not exceed $475,000 in the aggregate (the “Cap”). (c) Absent Fraud or Willful Breach, notwithstanding anything contained in this Agreement to the contrary, in no event shall Seller have liability under this Agreement or in connection with the transactions contemplated hereby or thereby for any amount exceeding, in the aggregate, the Purchase Price. 7.4.2 The Indemnified Party shall take use commercially reasonable efforts 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 granted hereunder; provided, that the availability of such insurance shall not preclude a claim or recovery on a timely basis against an Indemnified Party. 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 and (b) the amount of any insurance proceeds paid to the Indemnified Party relating to such claim, in each case ((a) and (b)), net of the Indemnified Party’s costs of recovery, including any insurance premium increases or loss of coverage resulting therefrom. Buyer shall use its commercially reasonable efforts to collect insurance proceeds for any Loss that is subject to indemnification by Seller under Section 7.1.1. 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 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by 7, the Indemnified Party in violation of 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 AgreementArticle 7 had such amounts been received prior to such payment. (2) There shall be 7.4.3 For the avoidance of doubt, no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth 7 in this Section 17.5(5). respect of any Loss to the extent (6a) To the maximum extent permitted by Applicable Law, amount of such Loss was taken into account in the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date calculation of the first event giving rise to a Claim indemnified by Customer Purchase Price pursuant to Section 17.2(a2.5.3 or (b) such Indemnified Party has been previously indemnified or Section 17.2(f); provided that such limit reimbursed in respect of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers Loss pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term provision of this Agreement or any instruction of such Customer to TPA in connection with such ServicesAncillary Agreement.

Limitations on Indemnification. Notwithstanding anything contained 14.1. Anything in this Agreement to the contrarycontrary notwithstanding, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party Sellers shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability indemnification under this Agreement or only for Losses suffered directly by Sellers, and not for any responsibility for diminution of value of the Closing Shares which may result from any matter with respect to which indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) is provided hereunder. 14.2. Anything in this Agreement to the extent that contrary notwithstanding, CSEI's indemnity obligations shall be satisfied out of, but only out of, the Closing Shares subject to the Escrow Agreement at the time of any liability or Claim results from TPA performing its obligations under this Agreement claim made in accordance with the instructions procedures set forth in the Escrow Agreement, and such satisfaction shall be SOLD's sole remedy for any of CSEI's indemnity obligations hereunder notwithstanding the release from time to time of Closing Shares from such escrow. Further, except for an indemnification expressly provided by this Agreement, in no event shall Sellers or their assigns be liable to SOLD or any other party, or any third party, for any Losses arising out of or related to the Assets or the eCMS License, including any lost revenue, lost profits, replacement goods, loss of technology, rights or services, incidental, punitive, exemplary, indirect or consequential damages, loss of data, or interruption or loss of use or service of any equipment, web-site or business activity, even if advised of the applicable Customerpossibility of such damages. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability 14.3. Any indemnification provided under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through net of any tax savings, insurance proceeds or other benefits enjoyed by the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply party with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations respect to the extent otherwise set forth in this Agreementindemnified Loss. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained (a) The maximum aggregate amount of indemnification payments that the Indemnifying Party will be obligated to pay in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 aggregate shall be subject to the following limitations: (1) There limitations in this Section 7.3. The Indemnifying Party shall not be no indemnification obligation for liable to any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no for indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and Section 7.2 until the aggregate amount of all Losses suffered in respect of indemnification under Section 7.2 exceeds $2,250,000 (the “Deductible”), in which event the Indemnifying Party shall be required to pay or be liable for all such Losses from the first (1st) dollar. The aggregate amount of all Losses for which the Indemnifying Party shall be liable pursuant to Section 7.2 shall not exceed the value of the Indemnification Shares delivered in payment thereof (as determined in accordance with Section 7.5), which Indemnification Shares (or cash in lieu thereof, at the election of the Indemnifying Party, as set forth in Section 7.5) shall be the sole source from which any Indemnified Party may be indemnified by any Indemnifying Party under this Article VII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party exceeds $5,000.00 under this Article VII. (the "Claim Threshold"); provided thatd) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in the event that Losses exceed the Claim Thresholdconnection with such Losses, and the Indemnified Party shall be entitled use reasonable and diligent efforts to the entire amount of the Lossesrealize such benefits, proceeds, payments or reimbursements. (4e) In no Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event will TPA, its Affiliatesor circumstance that would be reasonably expected to, or their respective employeesdoes, officersgive rise thereto, and directors have any liability for any damages including incurring costs only to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure reasonably necessary to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to remedy the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent breach that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving gives rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)Loss. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement The rights of the Parent Indemnified Parties and the Securityholder Indemnified Parties to indemnification pursuant to the contrary, the indemnification rights granted pursuant to provisions of this Article 17 shall be VIII are subject to the following limitations: (1a) There Notwithstanding the foregoing, no claims for indemnification by the Parent pursuant to Section 8.02(i) shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions so asserted, and the Parent shall not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed entitled to take reasonable measures to mitigaterecover Losses, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party that would otherwise be payable thereunder exceeds on a cumulative basis an amount equal to $5,000.00 1,000,000 (the "Claim Threshold"“Deductible”); provided that, in and then only to the event that extent such Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this AgreementDeductible. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability shall the aggregate indemnification to be paid under this Agreement or any responsibility for Section 8.02(i) exceed the Indemnity Escrow Amount. In no event shall the aggregate indemnification obligations to be paid pursuant to Section 17.1(e8.02(ii) exceed the Special Escrow Amount. (b) The amount of any Loss subject to indemnification under Section 8.02 or 8.03 shall be calculated net of (i) any Tax Benefit actually realized by the Indemnitee on account of such Loss in the Tax year in which such Loss occurs or in the two immediately following taxable years and (ii) any insurance proceeds or any indemnity, contribution or other similar payment actually recovered by the Indemnitee from any third party with respect thereto, in each case, net of all expenses incurred by the Indemnitee with respect to recovering or realizing such Tax Benefits or insurance proceeds. For purposes hereof, “Tax Benefit” shall mean, with respect to any Loss subject to indemnity under Section 17.1(f) 8.02 or 8.03, an amount by which the Tax liability of a party (or a group of corporations filing a Tax Return that includes such party), with respect to a taxable period, is reduced solely as a result of such Loss or the amount of Tax refund that is generated solely as a result of such Loss, and any related interest received from any relevant taxing authority. The Indemnitee shall use commercially reasonable efforts to seek recovery under all insurance policies (including, to the extent applicable, the R&W Policy) covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any liability or Claim results from TPA performing its obligations under this Agreement in accordance Parent Indemnified Parties with respect to any Loss for which Parent Indemnified Parties have been indemnified hereunder, then a refund equal to the instructions aggregate amount of the applicable Customer. recovery (5but not in excess of the Loss for which such Parent Indemnified Parties was Indemnified by Securityholders hereunder) shall be made promptly to the Representative, on behalf of the Securityholders (subject to Section 1.03(b)). To the maximum extent permitted by Applicable Lawthe R&W Policy, TPA's aggregate liability Parent agrees to use commercially reasonable efforts to seek recovery under Section 17.1(e) and Section 17.1(f) shall be limited the R&W Policy prior to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA making any claims for indemnification pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5section 8.02(ii). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 7.3.1 The provisions for indemnity under Section 7.1.1(a) or Section 7.1.2(a) shall be subject to the following limitations: effective only (1a) There shall be no indemnification obligation for any Losses that arise individual claim or series of related claims arising from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. same facts and circumstances where the Loss exceeds [***] and (2b) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until when the aggregate amount of all Losses suffered by for claims or series of related claims arising from the Indemnified same facts and circumstances in excess of [***] for which indemnification is sought from the Indemnifying Party exceeds $5,000.00 (the "Claim Threshold"); provided that[***], in the event that Losses exceed the Claim Threshold, which case the Indemnified Party shall be entitled to the entire amount indemnification of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this AgreementIndemnified Party’s Losses in excess thereof. In no event will TPA, its Affiliates or their respective employees, officers or directors shall any Indemnifying Party have any liability under this Agreement or any responsibility for indemnification obligations pursuant to under Section 17.1(e7.1.1(a) or Section 17.1(f) to 7.1.2(a), as applicable, for any amount exceeding, in the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customeraggregate, [***]. (5) To the maximum extent permitted 7.3.2 The Indemnified Party shall take all commercially reasonable steps to mitigate any Losses incurred by Applicable Law, TPA's aggregate liability 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 17.1(e) and 7.1.1 or Section 17.1(f) 7.1.2, as applicable, shall be limited to no more than reduced by (a) any amounts actually recovered by the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to Indemnified Party from a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA Third Party in connection with such Servicesclaim and (b) the amount of any insurance proceeds paid to the Indemnified Party relating to such claim, in each case ((a) and (b)), out of the Indemnified Party’s costs of recovery. Buyer shall use its reasonable best efforts to collect insurance proceeds for any Loss that is subject to indemnification by Seller under Section 7.1. 1. 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. 7.3.3 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. 7.3.4 The representations and warranties 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 [***] after the Closing Date. None of the covenants or agreements contained in this Agreement shall survive the Closing other than those that by their terms expressly contemplate performance after the Closing Date and such surviving covenants and agreements shall survive the Closing until fully performed.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 (a) No amounts shall be subject to the following limitationspayable for Losses in connection with any claim under Section 12.2 or Section 12.3: (1i) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by unless the Indemnified Party has given the Indemnifying Party a Claim Notice or Indemnity Notice, as applicable, with respect to such claim, setting forth in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that reasonable detail the specific facts and circumstances pertaining thereto, as soon as practical following the time at which the Indemnified Party had an opportunity but failed to take reasonable measures to mitigatediscovered, or reasonably should have discovered, such claim (except to the extent that failure to so mitigate would result the Indemnifying Party is not prejudiced by any delay in a reduction the delivery of Losses recoverable under applicable principles of contract law. (3such notice) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided thatand, in the event that Losses exceed the Claim Thresholdany event, the Indemnified Party shall be entitled prior to the entire amount of date on which the Losses. (4) In no event will TPAapplicable representation, its Affiliateswarranty, covenant or their respective employees, officers, and directors have any liability for any damages agreement ceases to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations survive pursuant to Section 17.1(e) or Section 17.1(f12.1; (ii) to the extent any matter forming the basis for such Loss was (A) reflected or reserved for on the Financial Statements, or (B) taken into account in calculating the Estimated Working Capital or Final Working Capital, and no Losses related thereto shall be aggregated for purposes of Section 12.4(b)(ii) or Section 12.4(b)(iii); or (iii) to the extent it asserts a claim for consequential, incidental, indirect, special or punitive damages ((x) other than for reasonably foreseeable consequential damages; provided that neither the Purchaser nor the Seller shall have any liability or Claim results from TPA performing its further indemnity obligations under this Agreement Section 12.2 or Section 12.3, respectively, for Losses related to such category of damages once the aggregate of all such Losses paid by it equals $25 million and (y) in accordance with the instructions case of the applicable Customerpunitive damages, other than for amounts payable to third parties in respect of any Third Party Claim pursuant to a Law). (5b) To Notwithstanding anything to the maximum extent permitted by Applicable Lawcontrary contained in this Agreement, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date indemnity obligations of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification Seller under this Article 17 except XII shall be further limited as set forth in this Section 17.5(512.4(b): (i) no indemnity shall be payable by the Seller under Section 12.3(a) with respect to any individual claim, or aggregated claims arising out of the same facts, events or circumstances, for Losses that does not exceed $20,000 (the “Minimum Amount”); (ii) with respect to individual Losses that are in excess of the Minimum Amount (the “Covered Losses”), no indemnity shall be payable by the Seller under Section 12.3(a) until the aggregate of such Covered Losses exceeds $5,850,000 (the “Basket”) and then only for such Covered Losses in excess of the Basket (provided that with respect to Covered Losses arising from breaches of Section 5.6 or Section 5.7, no indemnity shall be payable by the Seller under Section 12.3(a) until the aggregate of such Covered Losses exceeds $400,000 and then for all such Covered Losses from the first dollar thereof); and (iii) the Seller shall have no further indemnity obligations under Section 12.3(a) once the aggregate of all Covered Losses paid by it equals $43,875,000. provided, however, that the foregoing clauses (i), (ii) and (iii) shall not apply to indemnity obligations with respect to Taxes (including Taxes that are Excluded Liabilities and breaches of the representations and warranties contained in Section 5.11). (6c) To the maximum extent permitted by Applicable Law, the aggregate liability For purposes of all the Customers claims for indemnification under Section 17.2(a12.3(a) and Section 17.2(f12.3(b), in (i) determining whether there has been a breach of any representation or warranty of the Seller in this Agreement and (ii) calculating the amount of any Loss for which indemnification is sought by a Purchaser Indemnified Party pursuant to this Article XII, all “material”, “materially”, “in all material respects” and “Material Adverse Effect” qualifications shall be limited disregarded, in each case other than with respect to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date representations and warranties of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as Seller set forth in this Section 17.5(6Sections 5.4(a), 5.4(c), 5.9(a), 5.13(a) and 5.13(b). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained (a) No claim for an Indemnified Loss shall be brought under Section 11.1, Section 11.2 or otherwise following the expiration of the period beginning at the Closing Date and ending on the second (2nd) anniversary of the Closing Date; provided, however, that any claim for an Indemnified Loss arising from a breach of any covenant or agreement of the Selling Parties set forth in this Agreement shall survive for the longer of two (2) years from the Closing Date or two (2) years after they were to have been performed under the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation terms of this Agreement. Subject to the limitations described elsewhere in this Article XI, in the event that a claim for a Purchaser’s Indemnified Loss is brought prior to such date, the Escrow Agent may continue to hold an amount equal thereto from the Escrow Amount until such claim has been definitively determined. Payments by the Indemnifying Owners pursuant to Section 11.1 shall be first satisfied out of the Escrow Amount until such amount is exhausted prior to the Purchaser being entitled to any payments directly from the Indemnifying Owners. (2b) There With respect to any representation, warranty or covenant that is qualified by Company Material Adverse Effect, material or other “materiality” qualifier (a “Qualified Rep”), the Purchaser and the Indemnifying Owners acknowledge and agree that, for purposes of determining under Section 11.1 or Section 11.2 whether any breach of a representation, warranty or covenant has occurred, Company Material Adverse Effect, material and any other “materiality” qualifier shall mean events or circumstances individually having an impact of at least $50,000 (the “Minimum Threshold”), and for purposes of calculating any Indemnified Losses resulting therefrom, such calculation shall be no indemnification obligation for made without regard to any Losses Company Material Adverse Effect, material or other “materiality” qualifier that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, is otherwise applicable to the extent representation, warranty or covenant. The Purchaser acknowledges and agrees that failure Purchaser’s Indemnified Losses shall be calculated net of any insurance proceeds actually received by the Purchaser or the Company, and that Purchaser shall exercise or cause the Company to so mitigate would result exercise commercially reasonable efforts to obtain such proceeds. The Purchaser acknowledges and agrees that any Loss experienced by Purchaser resulting from a breach of a Qualified Rep in a reduction of Losses recoverable under applicable principles of contract lawan amount less than the Minimum Threshold shall not be an Indemnified Loss and shall not be counted against the Deductible in Section 11.3(c) below. (3c) There Except with respect to claims for any Purchaser’s Indemnified Losses (i) arising out of breaches of the representations made in Sections 4.1, 4.2, 4.3, 4.4, 4.6, and 4.10, (ii) arising from fraud or willful misconduct by a Selling Party, (iii) as is described in the last sentence of 11.1 (related to breaches of 4.12(g)), or (iv) pursuant to any Contingent Non-Interference Claim (which Purchaser’s Indemnified Losses described in the foregoing clauses (i), (ii), (iii) and (iv) shall not be subject to, and shall not be included in the calculation of, either the Deductible or the maximum indemnification amount described in this subsection below), no party shall be no entitled to indemnification obligation on a particular Claim unless and under this Article XI for an Indemnified Loss until the aggregate amount of all such Purchaser’s Indemnified Losses suffered by or Selling Parties’ Indemnified Losses, as the Indemnified Party exceeds case may be, pursuant to this Article XI have exceeded Seven Hundred Thousand Dollars ($5,000.00 700,000) (the "Claim Threshold"); provided that“Deductible”) and, in if the event that Losses exceed the Claim ThresholdDeductible is exceeded, the Indemnified Party indemnifying party shall be entitled required to pay all such Indemnified Losses (excluding the entire amount Deductible amount) up to an aggregate maximum of the Losses. Thirteen Million Eight Hundred Thousand Dollars (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5$13,800,000). (6d) To the maximum extent permitted The Purchaser shall take, and cause its Affiliates to take, all reasonable steps required by Applicable Lawapplicable law to mitigate any damage, the aggregate expense, liability or other loss incurred as promptly as practicable after becoming aware of any event or circumstance that would reasonably be expected to, or does, give rise thereto. The Selling Parties shall take, and cause their Affiliates to take, all the Customers under Section 17.2(areasonable steps required by applicable law to mitigate any damage, expense, liability or other loss incurred as promptly as practicable after becoming aware of any event or circumstance that would reasonably be expected to, or does, give rise thereto. (e) and Section 17.2(f) The Indemnifying Owners shall not be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification liable under this Article 17 except as set forth XI for any Purchaser’s Indemnified Losses based upon or arising out of any inaccuracy in or breach of a representation or warranty of the Selling Parties contained in this Section 17.5(6). (7) TPA Agreement if the Purchaser had actual knowledge of such inaccuracy or breach as of or prior to the execution of this Agreement. The Purchaser shall not be financially responsible liable under this Article XI for amounts (e.g., the proceeds any Selling Parties’ Indemnified Losses based upon or arising out of any inaccuracy in or breach of a Policy representation or warranty of the Purchaser contained in this Agreement if any of the Selling Parties had actual knowledge of such inaccuracy or breach as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally of or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations prior to the extent otherwise set forth in execution of this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (i) The provisions for indemnity under Section 8.01(a)(i) or Section 8.01(b)(i) shall be effective only when the aggregate amount of all Losses for all Qualifying Claims for which indemnification is sought from any indemnifying Party exceeds [*], in which case the Indemnitee shall be entitled to indemnification of the Indemnitee’s Losses in excess thereof. In no event shall any indemnifying Party have liability for indemnification under (A) (x) Section 8.01(a)(i) (1) or (y) Section 8.01(b)(i), as applicable, for any amount exceeding, in the aggregate, [*]. Notwithstanding anything the foregoing, the limitations on indemnification under this Section 8.01(d) shall not apply to any indemnification claim arising out of or related to the [*]. (ii) The amount of Losses recovered by an Indemnitee under Section 8.01(a) or Section 8.01(b), as applicable, shall be reduced by (1) any amounts actually recovered by the Indemnitee from a Third Party in connection with such claim and (2) the amount of any insurance proceeds paid to the Indemnitee relating to such claim, in each case ((1) and (2)), net of the Indemnitee’s costs of recovery, any deductible associated therewith to the extent paid and any increase in premiums resulting from such claims. If any amounts referenced in the preceding clauses (1) and (2) are received after payment by the indemnifying Party of the full amount otherwise required to be paid to an Indemnitee pursuant to this Section 8.01, the Indemnitee 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 Section 8.01 had such amounts been received prior to such payment. (iii) The representations and warranties of Merck Serono and BioMarin contained in this Agreement shall survive the Transfer Time and continue in full force and effect thereafter through and including 11:59 p.m. Pacific time, on the [*] anniversary of the Transfer Time; provided, that the representations and warranties contained in [*] shall remain in full force and effect and shall survive through and including 11:59 p.m. Pacific time, on the [*] anniversary of the Transfer Time. The covenants, agreements and obligations of the Parties contained in this Agreement shall survive until fully performed or discharged, unless otherwise expressly provided herein. In the event notice of any claim for indemnification under Section 8.01(a) or Section 8.01(b) shall have been given within the applicable survival period and such claim has not been finally resolved by the expiration of such survival period, the representations and warranties and covenants, as applicable, that are the subject of such claim shall survive the end of the survival period of such representations or warranties until such claim is finally resolved, but such representations and warranties and covenants shall survive only with respect to any such asserted claim. It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 8.01(d) is longer than the statute of limitations that would otherwise have been applicable to such item, then, by Contract, the applicable statute of limitations with respect to such item shall be increased to the contrarylengthened survival period contemplated hereby. (iv) TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS A RESULT OF [*], NEITHER BIOMARIN NOR MERCK SERONO SHALL BE LIABLE TO THE OTHER, OR THEIR AFFILIATES OR INDEMNIFIED PARTIES, 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 OF THIS AGREEMENT OR ANY ACTIONS UNDERTAKEN IN CONNECTION HEREWITH, OR RELATED HERETO, INCLUDING ANY SUCH DAMAGES WHICH 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, OTHER THAN TO THE EXTENT SUCH DAMAGES ARE AWARDED TO A THIRD PARTY IN ANY THIRD PARTY CLAIM. (v) For the avoidance of doubt, no Indemnitee shall be entitled to indemnification rights granted under this Section 8.01 in respect of any Loss to the extent such Indemnitee has been previously indemnified or reimbursed in respect of such Loss pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation other provision of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 5.3.1 The provisions for indemnity under Section 5.1.1(a) or Section 5.1.2(a) shall be subject to the following limitations: effective only (1a) There shall be no indemnification obligation for any Losses that arise individual claim or series of related claims arising from the same facts and circumstances where the Loss exceeds [***] or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2b) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until when the aggregate amount of all Losses suffered by for claims or series of related claims arising from the Indemnified same facts and circumstances in excess of [***] for which indemnification is sought from any Indemnifying Party exceeds $5,000.00 [***] (the "Claim Threshold"“Deductible”); provided that, in the event that Losses exceed the Claim Threshold, which case the Indemnified Party shall be entitled to the entire amount indemnification of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this AgreementIndemnified Party’s Losses in excess thereof. In no event will TPA, its Affiliates or their respective employees, officers or directors shall any Indemnifying Party have any liability under this Agreement or any responsibility for indemnification obligations under Section 5.1.1(a) or Section 5.1.2(a), as applicable, for any amount exceeding, in the aggregate, [***] (the “Cap”). Notwithstanding anything herein to the contrary, the Deductible and Cap shall not apply to any breach attributable to fraud or intentional misrepresentation. [***]. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 5.3.2 If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 17.1(e) 5.1.1 or Section 17.1(f) 5.1.2 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 extent that any liability or Claim results Indemnifying Party to recover from TPA performing its obligations under this Agreement in accordance with the instructions Third Party the amount of the applicable Customersuch payment. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) 5.3.3 The representations and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date warranties of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of Seller and Buyer contained in this Agreement shall be equal to all fees paid to TPA under this Agreement survive the Closing and continue in full force and effect thereafter through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding including the date that is [***] after the Effective Date. None of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) covenants or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of agreements contained in this Agreement shall be equal to all fees paid to TPA under this Agreement through survive the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood Closing other than those that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months their terms expressly contemplate performance after the Effective Date so long as it is providing and such surviving covenants and agreements shall survive the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such ServicesClosing until fully performed. 5.3.4 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS A RESULT OF FRAUD 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 OF THIS AGREEMENT, OR ANY ACTIONS UNDERTAKEN IN CONNECTION WITH, OR RELATED HERETO, INCLUDING ANY SUCH DAMAGES WHICH 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. (a) Stockholders shall not be liable for Losses for any Warranty Breach unless the aggregate amount of all Losses with respect to all Warranty Breaches exceeds $200,000, and then only to the extent of such excess (the “Deductible”); provided, that the Deductible shall not apply to any Warranty Breaches of any Fundamental Representation. Stockholders’ aggregate indemnification obligations pursuant to this Article IX shall not exceed the amount at any time remaining in the Escrow Fund, which shall be the Parent Indemnified Parties’ sole and exclusive source for indemnification pursuant to this Article IX; provided that Warranty Breaches of the Fundamental Representations shall be capped at the Merger Consideration and not the Escrow Fund. For the avoidance of doubt, Parent Indemnified Parties must first seek recourse to the Escrow Fund for any recovery related to claims under this Article IX. (b) Each Indemnified Person shall take all reasonable steps required by applicable Law to mitigate any and all indemnifiable Losses under this Article IX. Notwithstanding anything contained in this Agreement herein to the contrary, the indemnification rights granted pursuant to this Article 17 amount of any Losses incurred or suffered by an Indemnified Person shall be subject calculated after giving effect to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken insurance proceeds actually received by the Indemnified Party Person with respect to such Losses (net of any increases in violation premiums and net of this Agreement. (2) There shall be no indemnification obligation any expenses incurred in pursuing claims for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigatesuch insurance proceeds and provided that, to the extent that failure to so mitigate would result in a reduction of Losses recoverable insurance proceeds available under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until policies are less than the aggregate amount of Losses suffered by the applicable party, such proceeds shall be first applied against Losses not indemnifiable hereunder). Any payments by an Indemnifying Party pursuant to this Article IX in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party exceeds $5,000.00 (Party. Further, the "Claim Threshold"); provided parties agree that, for the purposes of calculating any Loss, Loss for any item shall be net of reserves or accruals established on or included in the event Actual Closing Balance Sheet specifically with respect to such item that Losses exceed is the Claim Threshold, subject of the Loss. (c) No Indemnified Party Person shall be entitled to recover from an Indemnifying Person more than once for any particular Loss, nor shall any Indemnifying Person be liable or otherwise obligated to indemnify any Indemnified Person for the entire amount same Loss more than once, and it is the express intent of the Lossesparties hereto that no Indemnified Person be entitled to double recovery. Without limiting the generality of the foregoing in the event a Disputed Item under Section 1.11, such Disputed Item shall be resolved under Section 1.11 and not as a claim for indemnification under Article IX. (4d) In no event will TPAEach party acknowledges and agrees that, its Affiliatesshould the Closing occur, or their respective employeesexcept in the case of Actual Fraud, officers, the Indemnified Persons’ sole and directors have exclusive remedy with respect to any liability for any damages and all claims relating to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customerwhether based on contract, its affiliatestort, strict liability, other laws or their respective employeesotherwise, officersincluding any breach or alleged breach of any representation, and directors have any liability for any damages warranty, covenant or agreement shall be pursuant to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as provisions set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f)Article IX; provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA foregoing shall not be financially responsible for amounts (e.g., the proceeds limit any parties’ rights to seek specific performance in accordance with Section 11.16 of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it e) Notwithstanding anything in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior this Agreement to the Effective Date contrary (including any provisions with respect to limitation on liabilities), any Parent Indemnified Person shall in accordance with the Escrow Agreement, have the full and has not violated unrestricted right to recover any term of amounts owed or payable to it hereunder (including under this Agreement or any instruction Article IX) from the Escrow Fund, notwithstanding that the net effect of such Customer to TPA recovery may be joint and several liability of the Stockholders or result in connection with such Servicesnon-pro rata payments.

Limitations on Indemnification. Notwithstanding anything (a) With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit actually realized by the Indemnified Party as a result of the matter giving rise to such obligation with respect to any Tax year starting on or before the later of (A) the year in which such matter occurred or the following year, and (B) the second anniversary of the Closing Date; and (ii) all Losses shall be net of any amounts that have been actually recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss (net of any reasonable documented out-of-pocket costs (including reasonable attorney’s fees) associated with such recovery). (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article XII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims (other than any benefits or claims under the R&W Insurance Policy) of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) If any Indemnified Party is at any time entitled (whether by reason of a contractual right, a right to take or bring an Action, availability of insurance, or a right to require a payment discount or otherwise) to recover from another Person any amount in respect of any matter giving rise to a Loss (whether before or after the Indemnifying Party has made a payment to such Indemnified Party hereunder and in respect thereof), such Indemnified Party shall (and shall cause its applicable Affiliates (including, in the case of Buyer, the Transferred Entities) to) (i) as soon as reasonably practicable, notify the Indemnifying Party of such right and (ii) keep the Indemnifying Party reasonably informed of the progress of any action taken in respect thereof. If Indemnified Parties recover any amounts in respect of Losses from any third party at any time after the Indemnifying Party has paid all or a portion of such Losses to such Indemnified Parties pursuant to the provisions of this Article XII, Buyer or Seller, as applicable, shall, or shall cause its Indemnified Parties to, promptly (and, in any event, within five Business Days) pay over to Indemnifying Party the amount so received (to the extent previously paid by the Indemnifying Party) net of any reasonable documented out-of-pocket costs (including reasonable attorney’s fees) associated with such recovery. (d) Each Party shall, and shall cause its applicable Affiliates (including the Transferred Entities) to, use commercially reasonable efforts to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder; provided that nothing in this Section 12.05(e) shall impose any duty to mitigate on any party hereto in excess of any duties under applicable Law. (e) Any indemnification payment made pursuant to this Agreement shall be treated by Buyer and Seller as an adjustment to the Purchase Price for Tax purposes to the maximum extent permitted by applicable Law. (f) Notwithstanding anything in this Agreement or in any other Transaction Agreement to the contrary, the indemnification rights granted pursuant to in no event shall a Party have any Liability under any Transaction Agreement (including under this Article 17 shall be subject XII) for any punitive or exemplary damages, other than to the following limitations:extent awarded to a third party in connection with a Third Party Claim. (1g) There The Buyer Indemnified Parties shall be no not have any right to indemnification obligation for under this Agreement with respect to, or based on, Taxes to the extent such Taxes (A) are attributable to Tax periods (or portions thereof) beginning after the Closing Date, (B) are due to the unavailability in any Losses that arise Tax period (or portion thereof) beginning after the Closing Date of any net operating losses, credits or other Tax attribute from a Tax period (or were caused by portion thereof) ending on or before the Closing Date or (C) result from transactions or actions taken by Buyer or actions any of its Affiliates (including, for the avoidance of doubt, the Transferred Entities) after the Closing that are not taken specifically contemplated by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained (a) Neither party shall have any obligation to indemnify another party with respect to any Interparty Claim unless such Interparty Claim is commenced or asserted prior to the expiration date of the representation or warranty on which the claim for indemnification is based as set forth in SECTION 10.1. Neither party shall have any obligation to indemnify another party with respect to any breach of any representation or warranty made in this Agreement or in any certificate, Schedule, Exhibit or other document delivered pursuant to the contraryterms hereof in connection with a Third Party Claim, unless (i) the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a such Third Party Claim indemnified by TPA pursuant occurs on or prior to Section 17.1(e) the expiration date of the representation or Section 17.1(f); provided, that such limit of TPA's aggregate liability warranty on which the claim for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It indemnification is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except based as set forth in this Section 17.5(5)SECTION 10.1 and (ii) the indemnified party notifies the Indemnitor of such Third Party Claim in writing on or before such expiration date. (6b) To If an Indemnification Event arising as a result of a breach of a representation or warranty or failure to perform an obligation can be cured by an Indemnitor by means of the maximum extent permitted by Applicable Lawpayment of money, the aggregate assumption of a liability or any other action by the Indemnitor, then the Indemnitor shall have the right to cure such Indemnification Event within 60 days after receiving notice thereof from the indemnified party and, upon so doing, shall have no further liability to the indemnified party with respect to such Indemnification Event. Failure to exercise such right to cure shall not adversely affect the rights or obligations of all the Customers under Section 17.2(aIndemnitor. For purposes of this SECTION 10.4(B), a "cure" shall consist of (i) giving the indemnified party the "Benefit of the bargain", and Section 17.2(f(ii) reimbursing the indemnified party for its reasonable out-of-pocket expenses, other than salary and overhead, incurred as a result of the breach or default. Where the indemnified party is the Buyer, it shall be limited deemed to no more than have received the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date "benefit of the first event giving rise bargain" if, as of the completion of the cure, (x) it is vested with the title to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); the Purchased Assets provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure (y) the Buyer's rights (as represented and warranted herein) to perform its obligations to enforce the extent otherwise set forth Purchased Receivables, Contracts and Credit Supports are not materially impaired by the Seller's breach or default, and (z) the Buyer is in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in substantially the same manner as they position it would have been in had been provided by TPA prior to the Effective Date and has breach or default not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Servicesoccurred.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1a) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the No Indemnified Party shall be entitled to indemnification from a Shareholder pursuant to Article 6 unless and until the entire aggregate of all Losses for which indemnification would (but for the limitation of this sentence) be required to be paid under Article 6 exceeds $450,000 (the "Loss Threshold"), provided that if the aggregate Losses for which indemnification is required to be paid shall exceed such sum then only those Losses in excess thereof shall be payable (subject to the further limitations set forth below). If an Indemnifying Party pays indemnification (including without limitation, the cost of defending a Third Party Claim) that was not required to be paid due to any limitation set forth in this Section 6.6, then the Indemnified Party shall, promptly after demand by the Indemnifying Party, reimburse the latter for such payments without interest. Losses for which indemnification is required to be paid under Article 6 by reason of any breach of the representations and warranties of Section 2.1 ("Section 2.1 Losses") shall not be subject to the Loss Threshold, but the amount of Section 2.1 Losses shall not be counted toward meeting that threshold with respect to other indemnification claims. If an Indemnified Party's right to indemnification arises by reason of the Lossesbreach of any representation or warranty set forth in Section 2.2 of this Agreement, then each Shareholder will be liable solely for his or her proportionate share of such indemnification based on the proportion that the Purchase Price received by such Shareholder bears to the total Purchase Price received by all Shareholders. If an Indemnified Party's right to indemnification arises by reason of the breach of any representation or warranty of a Shareholder other than those set forth in Section 2.2 or by reason of the breach of a covenant of a Shareholder, then (i) the Shareholder who breached such representation or warranty shall be solely liable for indemnification for Losses attributable to such breach, and (ii) the Shareholder who breached such covenant shall be solely liable for indemnification for Losses attributable to such breach, except that if more than one Shareholder participated in such breach of a representation, warranty or covenant then the participating Shareholders, jointly in the proportion that the Purchase Price received by each of them bears to the total Purchase Price received by all of such participating Shareholders, shall be liable for indemnification for Losses attributable to such breach of a representation, warranty or covenant. The maximum liability of any Shareholder pursuant to Article 6 of this Agreement shall not exceed $1,500,000 in the aggregate (the "Individual Limitation"). In addition, the maximum aggregate liability of the Shareholders under Article 6 of this Agreement shall not exceed $3,000,000 in the aggregate (the "Aggregate Limitation"). A Shareholder shall have no further obligations under Article 6 of this Agreement at the earlier of (i) the time when such Shareholder has paid and/or is obligated to pay indemnification under Article 6 of this Agreement (including, without limitation, payments in respect of defending against Third Party Claims and payments that are deferred to a future date under Section 6.5) equal to the Individual Limitation, or (ii) the time when all Shareholders have paid and/or are obligated to pay indemnification under Article 6 of this Agreement (including, without limitation, payments in respect of defending against Third Party Claims and payments that are deferred to a future date under Section 6.5) equal in the aggregate to the Aggregate Limitation. Upon reaching either limitation, a Shareholder who is then defending against a Third Party Claim shall turn the defense thereof over to any other Shareholder who then remains liable for indemnification with respect thereto or, if there is no such other Shareholder, to the Indemnified Parties, which shall thereafter undertake such defense at their sole expense. (4b) An Indemnified Party shall not be entitled to make any claim for indemnification against a Shareholder under this Article 6 unless notice of such claim describing such claim with particularity is given prior to the date that is 18 months after the Final Closing Date, or, with respect to the warranties and representations in Section 2.2(v) ("Tax Matters"), the date that is not later than the expiration of the applicable statute of limitations for a claim by a taxing authority for any taxes, penalties or interest. (c) In no event will TPAan Indemnified Party be entitled to make a claim under Article 6 against a Shareholder for the breach of any representation, its Affiliateswarranty, or their respective employeescovenant if, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', at or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date Final Closing, such Indemnified Party had knowledge of facts constituting such breach and has not violated any term of this Agreement or any instruction of such Customer failed to TPA in connection with such Servicesnotify the Shareholders thereof prior to the Final Closing.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement Century. Century will not be liable with respect to the contraryany matter or claim for which indemnification could be sought pursuant to Section 11.3(a) for (a) any Losses of or to TCI, the Partnership or any other Person entitled to indemnification rights granted pursuant from Century or (b) any Losses incidental to or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this Article 17 shall be subject to the following limitations: Section 11 as "Century Claimed Damages") unless (1) There shall be no indemnification obligation with respect to any Century Claimed Damages that relate to Century Systems other than the Century Exchange Systems the amount of such Century Claimed Damages for any Losses that arise from or were caused by actions taken or actions not taken by which Century would, but for the Indemnified Party in violation provisions of this Agreement. Section, be liable exceeds, on an aggregate basis, $250,000, in which case Century will be liable for all such Century Claimed Damages, which will be due and payable within 15 days after Century's receipt of a statement therefor, and (2) There shall with respect to any Century Claimed Damages that relate to the Century Exchange Systems, the amount of such Century Claimed Damages for which Century would, but for the provisions of this Section, be no indemnification obligation liable exceeds, on an aggregate basis, $250,000, in which case Century will be liable for all such Century Claimed Damages, which will be due and payable within 15 days after Century's receipt of a statement therefor. Century will not have any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, liability under Section 11.3(a) to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by otherwise subject to its indemnification obligations thereunder that relate to Century Systems other than the Indemnified Party Century Exchange Systems exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, 80,000,000 or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid amount of Losses otherwise subject to TPA under this Agreement during its indemnification obligations thereunder that relate to the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month periodCentury Exchange Systems exceeds $10,000,000. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as The limitations set forth in this Section 17.5(5). 11.7 do not apply to (6i) To the maximum Closing Adjustments to the extent permitted by Applicable Law, they are included in the aggregate liability calculation of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer Closing Adjustments pursuant to Section 17.2(a3.2 or 3.3; or (ii) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers any claim made pursuant to Section 17.2(a) 11.3(b)-(i), including, without limitation, any Losses related to any liability or Section 17.2(f) at obligation for late fees; any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable liability or obligation with respect to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g.paying franchise fees on franchise fees; subscriber refunds, the proceeds of a Policy as set forth or Century litigation listed in the Policy) payable Schedules to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. The provisions for indemnity under Section 10.1 shall be effective only (a) for any individual claim or series of related claims arising from the same facts and circumstances where the Loss exceeds and (b) when the aggregate amount of all Losses for claims or series of related claims arising from the same facts and circumstances in excess of for which indemnification is sought from Everest exceeds of the Aggregate Purchase Price actually paid by Immunomedics to Everest, in which case such Immunomedics Indemnitees shall be entitled to indemnification of such Immunomedics Indemnitee’s Losses in excess thereof. In no event shall Everest have liability for indemnification hereunder for any amount exceeding, in the aggregate, the Aggregate Purchase Price actually paid by Immunomedics to Everest; provided that any undisputed Losses for which Xxxxxxx would be liable hereunder but for application of the limitation in this sentence may be offset by Immunomedics against future portions of the Aggregate Purchase Price that become payable hereunder. For the avoidance of doubt, any disputed Losses may be offset by Immunomedics upon final resolution of such dispute in favor of Immunomedics. Notwithstanding anything contained in this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 no Party shall be subject to the following limitations: (1) There shall be no indemnification obligation liable for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, Loss to the extent that failure arising from (i) a change in accounting or taxation Law made after the Closing, other than a change required to so mitigate would result comply with any Law in a reduction of Losses recoverable under applicable principles of contract law. effect on the Execution Date, (3ii) There shall be no indemnification obligation any Law not in force on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 date hereof or any change in Law which takes effect retroactively or (the "Claim Threshold"); provided that, iii) any increase in the event that Losses exceed rates of taxation in force on the Claim ThresholdExecution Date. Notwithstanding the foregoing, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as limitations set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA 10.3 shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable apply with respect to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its indemnification obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations resulting from actual Losses arising from Third Party Claims directly attributable to violation of indemnification under Article 17 for any act law or omission taken fraud by it in or on behalf of the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement Indemnifying Party or any instruction of such Customer to TPA in connection with such Servicesits Affiliates.

Limitations on Indemnification. (i) The provisions for indemnity under [*] shall be effective only when the aggregate amount of all Losses for all Qualifying Claims for which indemnification is sought from any indemnifying Party exceeds [*], in which case the Indemnitee shall be entitled to indemnification of the Indemnitee’s Losses in excess thereof. In no event shall any indemnifying Party have liability for indemnification under [*], as applicable, for any amount exceeding, in the aggregate, [*]. Notwithstanding anything the foregoing, the limitations on indemnification under this Section 6.01(d) shall not apply to any indemnification claim arising out of or related to the [*]. (ii) The amount of Losses recovered by an Indemnitee under Section 6.01(a) or Section 6.01(b), as applicable, shall be reduced by (1) any amounts actually recovered by the Indemnitee from a Third Party in connection with such claim and (2) the amount of any insurance proceeds paid to the Indemnitee relating to such claim, in each case ((1) and (2)), net of the Indemnitee’s costs of recovery, any deductible associated therewith to the extent paid and any increase in premiums resulting from such claims. If any amounts referenced in the preceding clauses (1) and (2) are received after payment by the indemnifying Party of the full amount otherwise required to be paid to an Indemnitee pursuant to this Section 6.01, the Indemnitee 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 Section 6.01 had such amounts been received prior to such payment. (iii) The representations and warranties of Merck Serono and BioMarin contained in this Agreement shall survive the License Termination Date and continue in full force and effect thereafter through and including 11:59 p.m. Pacific time, on the [*] anniversary of the License Termination Date. The covenants, agreements and obligations of the Parties contained in this Agreement shall survive until fully performed or discharged, unless otherwise expressly provided herein. In the event notice of any claim for indemnification under Section 6.01(a) or Section 6.01(b) shall have been given within the applicable survival period and such claim has not been finally resolved by the expiration of such survival period, the representations and warranties and covenants, as applicable, that are the subject of such claim shall survive the end of the survival period of such representations or warranties until such claim is finally resolved, but such representations and warranties and covenants shall survive only with respect to any such asserted claim. It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 6.01(d) is longer than the statute of limitations that would otherwise have been applicable to such item, then, by Contract, the applicable statute of limitations with respect to such item shall be increased to the contrarylengthened survival period contemplated hereby. (iv) TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS A RESULT OF [*], NEITHER BIOMARIN NOR MERCK SERONO SHALL BE LIABLE TO THE OTHER, OR THEIR AFFILIATES OR INDEMNIFIED PARTIES, 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 OF THIS AGREEMENT OR ANY ACTIONS UNDERTAKEN IN CONNECTION HEREWITH, OR RELATED HERETO, INCLUDING ANY SUCH DAMAGES WHICH 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, OTHER THAN TO THE EXTENT SUCH DAMAGES ARE AWARDED TO A THIRD PARTY IN ANY THIRD PARTY CLAIM. (v) For the avoidance of doubt, no Indemnitee shall be entitled to indemnification rights granted under this Section 6.01 in respect of any Loss to the extent such Indemnitee has been previously indemnified or reimbursed in respect of such Loss pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation other provision of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in this Agreement herein to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1a) There The amount of Losses to which an Indemnified Party may be entitled to be indemnified against and reimbursed for under this Section 8 shall be no (i) reduced by any indemnity or other recovery under any contract between an Indemnified Party and any third party, (ii) reduced by any insurance proceeds received by an Indemnified Party with respect to such Losses, and (iii) reduced by the net present value of any tax benefits reasonably expected to be derived by an Indemnified Party as a result of such Losses. The parties shall cooperate with each other with respect to making claims under any contracts between the Company and any third parties, which contracts provide indemnification obligation or similar rights for the benefit of the Company. Such cooperation shall include making all reasonable claims and demands against any Losses such third parties and pursuing such claims and demands in a commercially reasonable and timely manner. (b) If the Indemnifying Party makes any payment under this Section 8 with respect to any Losses, the Indemnifying Party shall be subrogated, to the extent of such payment, to the rights of the Indemnified Party against any insurer or other party with respect to such Losses, and the Indemnified Party shall assign to the Indemnifying Party any and all rights with respect to which and to the extent to which indemnification shall have been sought or made under this Agreement, and the Indemnified Party shall not take any action which directly or indirectly would affect such claims that arise from or were caused by actions taken or actions not taken by the Indemnifying Party may have with respect thereto and shall cooperate fully with the Indemnified Party in violation of this Agreementpursuing such claims. (2c) There No Indemnifying Party shall be no indemnification obligation liable hereunder for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigatespecial, to the extent that failure to so mitigate would result in a reduction incidental, indirect or consequential damages of Losses recoverable under applicable principles any kind or nature, including lost profits or loss of contract lawopportunity. (3d) There Attorney, consultant, and other professional fees and disbursements incurred by an Indemnified Party in connection with this Section 8 shall be no indemnification obligation reasonable and based only on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party time actually spent which shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to charged at no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPAprofessional's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)standard hourly rate. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (a) Notwithstanding anything contained to the contrary set forth in this Agreement Agreement, Parent Indemnified Parties will not be entitled to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation recover for any claim under Section 10.1(a) (other than with respect to any breach or inaccuracy of any of the Fundamental Representations) for Parent Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of such Parent Losses suffered exceeds Parent Basket, in which event Parent Indemnified Parties may claim indemnification only for Parent Losses in excess of Parent Basket. Notwithstanding anything to the contrary herein, Parent Indemnified Parties will not be entitled to recover for any claim under Section 10.1(a) (other than with respect to any breach or inaccuracy of any of the Fundamental Representations) with respect to any individual item or group of substantially related items of Parent Losses if such individual item of Parent Losses or group of substantially related items of Parent Losses is less than $50,000, and any such individual item or group of substantially related items of Parent Losses less than $50,000 shall not be counted towards the Parent Basket. Notwithstanding anything to the contrary set forth herein, the total aggregate amount the Parent Indemnified Parties will entitled to recover under this Article X for Parent Losses will be limited to the Indemnity Escrow Fund. Amounts in excess of the Indemnity Escrow Fund in respect of Parent Losses may only be recovered under the R&W Insurance Policy to the extent covered thereunder. (b) The Indemnified Party shall use reasonable efforts to mitigate Losses for which indemnification may be claimed by such party pursuant to this Agreement upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses, solely to the extent required by applicable Law. (c) The amount of the payment for any Losses that any Indemnified Party is entitled to receive pursuant to this Article X shall be reduced to reflect (i) any Loss Tax Benefit and (ii) the recovery actually received pursuant to any insurance policy in place prior to the Closing (other than the R&W Insurance Policy); provided, that, the amount deemed to be recovered under such insurance policies will also be net of unrecovered amounts, expenses and Taxes paid or incurred with respect to such proceeds, including any other reasonable out-of-pocket costs incurred in procuring such recovery, and net of the deductible for such policies for such policies to the extent arising out of or in connection with such Losses. If an indemnification payment is received by any Indemnified Party, and such Indemnified Party later recognizes a Loss Tax Benefit, or insurance recoveries, as described and subject to the limitations in the immediately preceding sentence, in respect of the related Parent Losses or indemnification payments that were not previously accounted for with respect to such Parent Losses or indemnification payments when made, such Indemnified Party shall notify the Indemnifying Party, and promptly, but in any event no later than 15 Business Days after delivery of such notice by the Indemnified Party, the Indemnifying Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, shall pay to the Indemnified Party shall be entitled or Stockholder Representative on behalf of Equity Holders, as appropriate, an amount equal to the entire lesser of (A) any such Loss Tax Benefit or insurance recoveries and (B) the actual amount of the indemnification payments previously made with respect to such Losses. (4d) In Notwithstanding anything to the contrary in this Agreement, no event will TPAPerson shall be liable to or otherwise responsible for punitive or exemplary damages; provided, its Affiliateshowever, or their respective employees, officers, and directors have any liability for any that such limitation on damages shall not apply to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise awarded to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise third party with respect to a Third Party Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided for which an indemnification claim is brought. Each Party hereby waives any claims that these exclusions deprive such limit Party of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6)an adequate remedy. (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained Each covenant or agreement in this Agreement shall survive the Closing without limitation as to time until fully performed in accordance with its terms. Notwithstanding the foregoing, no claim may be made or suit instituted under this Article 7 with respect to any breach (or purported breach) of any representation or warranty or any covenant to be complied with prior to the contraryClosing after the date which is one year after the Closing Date, except for (a) Reserved Claims and (b) any claim arising out of or relating to a breach (or purported breach) of Sections 2.2 (Capitalization) or 2.13 (Taxes) hereof, which shall survive until the statute of limitations applicable to the matters set forth therein shall expire. A claim for indemnification rights granted arising out of or relating to an Excluded Liability or an Assumed Liability may be brought at any time. The term "Reserved Claims" shall mean all claims for Losses incurred on or prior to the date which is one year after the Closing Date as to which the Indemnified Party has given any Indemnifying Party reasonably specific written notice (in light of the facts then known) on or prior to the date which is one year after the Closing Date. No party shall be liable under this Article 7 from and after the Closing, and no claim for indemnification hereunder may be asserted from and after the Closing, for any loss of profits or consequential, indirect or incidental damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any such Losses. In addition, no claim may be made by any party pursuant to this Article 17 7 with respect to any breach of representation and warranty or any covenant to be complied with prior to the Closing unless the aggregate amount of all Losses incurred by such party as a result of such breaches that would, but for the limitations contained in this sentence, be indemnifiable hereunder exceeds $1,250,000, in which case the Indemnifying Party's liability, if any, hereunder with respect to such claims shall only be for any amount of such aggregate indemnifiable Losses in excess of such deductible amount. In addition, no party shall be subject liable to any Indemnified Party pursuant to this Article 7 for Losses of the types described in Section 7.2 with respect to representations and warranties or any covenant to be complied with prior to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, Closing to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of all Losses suffered incurred by the Indemnified Party such party as a result of such breaches exceeds $5,000.00 6,250,000. The foregoing time and dollar limitations (the "Claim Threshold"); provided thatboth floor and cap) on indemnification shall not apply to (a) any breach of any covenant contemplated by this Agreement to be performed after Closing, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled (b) any claim arising out of or relating to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' Seller's failure to discharge or perform Customer's obligations under this Agreementthe Excluded Liabilities, nor will Customer, its affiliates, (c) any claim arising out of or their respective employees, officers, and directors have any liability for any damages relating to the extent caused by TPA's, its affiliates', a breach (or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(epurported breach) of Sections 2.2 (Capitalization) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. 2.13 (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(eTaxes) or Section 17.1(f); provided, that such limit (d) any claim arising out of TPAor relating to Seller's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)Fraud. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. Notwithstanding anything contained in (a) The Seller shall not be liable and the Buyer agrees not to enforce any claim for indemnification with respect to a misrepresentation or breach of a representation or warranty under this Agreement to the contrary, the indemnification rights granted pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered all such claims exceeds $50,000 (the "THRESHOLD AMOUNT"), and then the Buyer shall be entitled to recover only the amount of such claims in excess of the Threshold Amount. The Buyer shall provide the Seller with written notice of all claims included in the Threshold Amount. The maximum liability of the Seller for indemnification for misrepresentation or breach of representations and warranties under Article IV shall be the Purchase Price. (b) The parties shall use reasonable efforts to collect the proceeds of any insurance which would have the effect of reducing Losses, in which case such insurance proceeds (net of the costs incurred in obtaining such proceeds) shall reduce such Losses, and, if indemnification payments shall have been received by the Indemnified Party exceeds $5,000.00 (prior to the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Thresholdcollection of such proceeds, the Indemnified Party shall be entitled remit to the entire Indemnifying Party the amount of such proceeds (net of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(fcost of collection thereof) to the extent that of indemnification payments received in respect of such Losses. To the extent any liability Loss of an Indemnified Party is reduced by receipt of payment (i) under insurance policies which are not subject to retroactive adjustment or Claim results other reimbursement to the insurer in respect of such payment, or (ii) from TPA performing its obligations under this Agreement in accordance third parties not affiliated with the instructions Indemnified Party, such payments (net of the applicable Customer. (5) To expenses of the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(frecovery thereof) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that credited against such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5)Loss. (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.

Limitations on Indemnification. (i) The provisions for indemnity under [*] shall be effective only when the aggregate amount of all Losses for all Qualifying Claims for which indemnification is sought from any indemnifying Party exceeds [*], in which case the Indemnitee shall be entitled to indemnification of the Indemnitee’s Losses in excess thereof. In no event shall any indemnifying Party have liability for indemnification under [*], as applicable, for any amount exceeding, in the aggregate, [*]. Notwithstanding anything the foregoing, the limitations on indemnification under this Section 8.01(d) shall not apply to any indemnification claim arising out of or related to the [*]. (ii) The amount of Losses recovered by an Indemnitee under Section 8.01(a) or Section 8.01(b), as applicable, shall be reduced by (1) any amounts actually recovered by the Indemnitee from a Third Party in connection with such claim and (2) the amount of any insurance proceeds paid to the Indemnitee relating to such claim, in each case ((1) and (2)), net of the Indemnitee’s costs of recovery, any deductible associated therewith to the extent paid and any increase in premiums resulting from such claims. If any amounts referenced in the preceding clauses (1) and (2) are received after payment by the indemnifying Party of the full amount otherwise required to be paid to an Indemnitee pursuant to this Section 8.01, the Indemnitee 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 Section 8.01 had such amounts been received prior to such payment. (iii) The representations and warranties of Merck Serono and BioMarin contained in this Agreement shall survive the License Termination Date and continue in full force and effect thereafter through and including 11:59 p.m. Pacific time, on the [*] anniversary of the License Termination Date; provided, that the representations and warranties contained in [*] shall remain in full force and effect and shall survive through and including 11:59 p.m. Pacific time, on the [*] anniversary of the License Termination Date. The covenants, agreements and obligations of the Parties contained in this Agreement shall survive until fully performed or discharged, unless otherwise expressly provided herein. In the event notice of any claim for indemnification under Section 8.01(a) or Section 8.01(b) shall have been given within the applicable survival period and such claim has not been finally resolved by the expiration of such survival period, the representations and warranties and covenants, as applicable, that are the subject of such claim shall survive the end of the survival period of such representations or warranties until such claim is finally resolved, but such representations and warranties and covenants shall survive only with respect to any such asserted claim. It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 8.01(d) is longer than the statute of limitations that would otherwise have been applicable to such item, then, by Contract, the applicable statute of limitations with respect to such item shall be increased to the contrarylengthened survival period contemplated hereby. (iv) TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS A RESULT OF [*], NEITHER BIOMARIN NOR MERCK SERONO SHALL BE LIABLE TO THE OTHER, OR THEIR AFFILIATES OR INDEMNIFIED PARTIES, 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 OF THIS AGREEMENT OR ANY ACTIONS UNDERTAKEN IN CONNECTION HEREWITH, OR RELATED HERETO, INCLUDING ANY SUCH DAMAGES WHICH 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, OTHER THAN TO THE EXTENT SUCH DAMAGES ARE AWARDED TO A THIRD PARTY IN ANY THIRD PARTY CLAIM. (v) For the avoidance of doubt, no Indemnitee shall be entitled to indemnification rights granted under this Section 8.01 in respect of any Loss to the extent such Indemnitee has been previously indemnified or reimbursed in respect of such Loss pursuant to this Article 17 shall be subject to the following limitations: (1) There shall be no indemnification obligation for any Losses that arise from or were caused by actions taken or actions not taken by the Indemnified Party in violation other provision of this Agreement. (2) There shall be no indemnification obligation for any Losses that the Indemnified Party had an opportunity but failed to take reasonable measures to mitigate, to the extent that failure to so mitigate would result in a reduction of Losses recoverable under applicable principles of contract law. (3) There shall be no indemnification obligation on a particular Claim unless and until the aggregate amount of Losses suffered by the Indemnified Party exceeds $5,000.00 (the "Claim Threshold"); provided that, in the event that Losses exceed the Claim Threshold, the Indemnified Party shall be entitled to the entire amount of the Losses. (4) In no event will TPA, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by Customer's, its affiliates', or their respective employees', officers', or directors' failure to perform Customer's obligations under this Agreement, nor will Customer, its affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by TPA's, its affiliates', or their respective employees', officers', or directors' failure to perform TPA's obligations under this Agreement. In no event will TPA, its Affiliates or their respective employees, officers or directors have any liability under this Agreement or any responsibility for indemnification obligations pursuant to Section 17.1(e) or Section 17.1(f) to the extent that any liability or Claim results from TPA performing its obligations under this Agreement in accordance with the instructions of the applicable Customer. (5) To the maximum extent permitted by Applicable Law, TPA's aggregate liability under Section 17.1(e) and Section 17.1(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by TPA pursuant to Section 17.1(e) or Section 17.1(f); provided, that such limit of TPA's aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period, and will be applicable to all liability of TPA pursuant to Section 17.1(e) or Section 17.1(f) at any time during such initial twelve (12) month period. It is understood that there shall be no other dollar limitation applicable to TPA for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(5). (6) To the maximum extent permitted by Applicable Law, the aggregate liability of all the Customers under Section 17.2(a) and Section 17.2(f) shall be limited to no more than the aggregate fees paid to TPA under this Agreement during the twelve (12) months immediately preceding the date of the first event giving rise to a Claim indemnified by Customer pursuant to Section 17.2(a) or Section 17.2(f); provided that such limit of such Customers' aggregate liability for the first twelve (12) months of this Agreement shall be equal to all fees paid to TPA under this Agreement through the last day of such twelve (12) month period and will be applicable to all liabilities of such Customers pursuant to Section 17.2(a) or Section 17.2(f) at any time during such twelve (12) month period It is understood that there shall be no other dollar limitation applicable to a Customer for its obligations of indemnification under this Article 17 except as set forth in this Section 17.5(6). (7) TPA shall not be financially responsible for amounts (e.g., the proceeds of a Policy as set forth in the Policy) payable to a beneficiary under that Policy that the applicable Customer was otherwise legally or contractually obligated to pay, but that were not paid because of a failure by TPA to comply with Applicable Laws or its other responsibilities under this Agreement, but shall remain liable for any failure to perform its obligations to the extent otherwise set forth in this Agreement. (8) TPA shall not be responsible for any obligations of indemnification under Article 17 for any act or omission taken by it in the first six (6) months after the Effective Date so long as it is providing the applicable Services in the same manner as they had been provided by TPA prior to the Effective Date and has not violated any term of this Agreement or any instruction of such Customer to TPA in connection with such Services.