Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making (a) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom result of such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall be subject to the following limitations: (A) The Indemnified Party shall not thereupon be entitled to be indemnified pursuant indemnification relating back to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductiblefirst dollar; provided, however, that the limitation limitations contained in this Section 8.4(A) sentence and the immediately preceding sentence shall not apply to Damages arising from a breach any claim of common law fraud alleged to have been committed by or on behalf of the representations and warranties in Sections 3.1indemnifying party or an Affiliate thereof upon the indemnified party, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 as applicable. (Bb) The Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of Damages for which all such Losses exceeds $1,000,000 (the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B“Indemnity Cap”), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation limitations contained in this Section 8.4(B) sentence shall not apply to Damages arising from a breach any claim of common law fraud alleged to have been committed by or on behalf of the representations and warranties in Sections 3.1indemnifying party or an Affiliate thereof upon the indemnified party, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 as applicable. (Cc) The amount Following the Closing, the sole and exclusive remedy of Damages incurred the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by any Indemnified Party or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up pursuant to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained indemnification provisions set forth in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingARTICLE IX.

Limitations on Indemnification. The party making a claim under this Article VIII is referred a) In respect of all Losses for which Indemnifying Parties are liable hereunder arising out of or resulting from any breach of any of the Fundamental Representations and Warranties, the Indemnifying Parties’ liability shall not exceed in the aggregate an amount equal to as US$30,000,000 (thirty million Dollars). b) In respect of all Losses resulting from Unknown Contingent Liabilities, the “Indemnifying Parties’ liability shall not exceed in the aggregate US$15,000,000 (fifteen million Dollars). c) Except for Losses resulting from the Indemnifying Parties’ breach of any Representation or Warranty referenced in Sections 6.4(a) and (b) hereof, the Indemnifying Parties’ liability to the Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided Parties for any Losses resulting from any breach of any Representation or Warranty contained in Section 8.2 and Section 8.3, as 4 of this Agreement shall in no event exceed US$20,000,000 (twenty million Dollars) in the case may be, shall be subject to aggregate. d) Each of the following limitations: limitations set forth above in paragraphs (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(Ba), as the case may be, unless (b) and until the aggregate (c) of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) 6.4 shall not in no event apply to Damages Losses for which Indemnifying Parties are liable hereunder arising out of or resulting from a (i) any breach of the representations and warranties any Representation or Warranty set forth in Sections 3.1, 3.2, 3.4, 3.5, 3.7, 4.1, 4.2, 4.4, or4.6 3.8 and 3.9; or (ii) Fraud. e) Notwithstanding anything to the contrary contained in this Agreement, except in the case of Fraud, no Seller’s liability with respect to any indemnification obligation set forth herein shall exceed an amount equal to the gross portion of the Purchase Price actually received by or on behalf of such Seller for the Purchased Shares, which limitation shall not be construed to increase any of the limitations set forth in paragraphs (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(Ba), as (b) and (c) above (it being acknowledged and agreed, for the case may be, shall not exceed $2,300,000; provided, howeveravoidance of doubt, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach “gross portion of the representations Purchase Price actually received by or on behalf of” FTV III and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party FTV IIIN shall be reduced by (i) amounts recovered or recoverable by US$15,923,831 upon receipt of the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred same by such Indemnified Party in collecting such amountSellers). (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject Subject to the following limitations: (A) The Indemnified Party requirements of Sections 4.5, 4.6 and 8 of this Agreement and Nevada law, the Corporation shall not be entitled obligated to be indemnified indemnify any person in connection with any Proceeding (or any part of any Proceeding): a) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid; b) for an accounting or disgorgement of profits pursuant to Section 8.2(B16(b) of the Exchange Act, or Section 8.3(Bsimilar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements); c) for any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Corporation, as required in each case under the case may be, unless and until Exchange Act (including any such reimbursements that arise from an accounting restatement of the aggregate Corporation pursuant to Section 304 of all Damages incurred by the Indemnified Party exceeds $25,000 Xxxxxxxx-Xxxxx Act of 2002 (the “DeductibleXxxxxxxx-Xxxxx Act”), or the payment to the Corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if such person is held liable therefor (including pursuant to any settlement arrangements); d) andinitiated by such person against the Corporation or its directors, thereafterofficers, employees, agents or other indemnitees, unless (a) the Indemnified Party shall only be entitled Board of Directors authorized the Proceeding (or the relevant part of the Proceeding) prior to payment forits initiation, and (b) the Indemnifying Party shall only be liable and Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, (c) otherwise required to pay, Damages in excess be made under Section 5 of the Deductiblethis Agreement or (d) otherwise required by applicable law; or e) if prohibited by applicable law; provided, however, that if any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the limitation in validity, legality and enforceability of the remaining provisions of this Section 8.4(AAgreement (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not apply in any way be affected or impaired thereby; and (2) to Damages arising from a breach the fullest extent possible, the provisions of the representations and warranties in Sections 3.1this Agreement (including, 3.2without limitation, 3.7each such portion of any paragraph or clause containing any such provision held to be invalid, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) illegal or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(Bunenforceable) shall not apply be construed so as to Damages arising from a breach of give effect to the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable intent manifested by the Indemnified Party under applicable insurance policies provision held invalid, illegal or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountunenforceable. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. (a) The party making a claim under this Article VIII is referred Securityholders shall have no liability pursuant to as Section 8.2(a)(i) or Section 8.2(b)(i) with respect to Losses except to the extent that the aggregate amount of such Losses exceeds an amount equal to $3,000,000 (the “Indemnified PartyBasket”); provided, and that, in the party against whom such claims are asserted event the Basket is referred as exceeded, all of the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3applicable Losses from the first Dollar shall, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not other terms and conditions hereof, be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) recoverable; and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, howeverfurther, that the limitation in this Section 8.4(A8.4(a) shall not apply to Damages arising from a any breach of the representations any representation and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 warranty based on Fraud or intentional misrepresentation of a material fact (but not negligent misrepresentation). (Bb) The aggregate amount of Damages for which the Indemnifying Party may be liable Securityholders shall have no liability pursuant to Section 8.2(B8.2(a)(i) or Section 8.3(B8.2(b)(i) with respect to Losses in excess of the Indemnity Escrow Amount, and the Indemnity Escrow Amount fund and Earnout setoffs contemplated in Section 8.8 shall be the sole sources of recovery by a Buyer Indemnified Person in respect of such Losses (and in the priorities contemplated in Section 8.8), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B8.4(b) shall not apply to Damages arising from a any breach of the representations any representation and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, warranty based on Fraud or 4.6 intentional misrepresentation of a material fact (but not negligent misrepresentation). (Cc) The amount Securityholders shall have no liability pursuant to Section 8.2(a)(i) or Section 8.2(b)(i) for Losses in respect of Damages incurred by any Indemnified Party individual claim unless such Losses arising from such individual claim exceed $15,000; provided, that this Section 8.4(c) shall be reduced by not apply to any breach of any representation and warranty based on Fraud or intentional misrepresentation of a material fact (but not negligent misrepresentation). (d) Other than with respect to Fraud or intentional misrepresentation of a material fact (but not negligent misrepresentation), (i) amounts recovered or recoverable by no Securityholder (other than Key Members) shall have any liability pursuant to Article 8 in an aggregate amount greater than the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, portion of the Purchase Price such Securityholder actually receives and (ii) no Key Member shall have any Tax benefit realized liability pursuant to Article 8 in an aggregate amount greater than the aggregate portion of the Purchase Price actually received by all Key Members. (e) Other than with respect to Fraud or realizable by intentional misrepresentation of a material fact (but not negligent misrepresentation), Buyer shall have no liability pursuant to Article 8 in excess of the Indemnified Party arising from Purchase Price. (f) The Securityholders shall have no liability pursuant to Section 8.2 with respect to a Loss to the incurrence extent such Loss relates to any item included on, or payment is a liability reserved or accrued for (whether in whole or in part) in, the Closing Statement or that is otherwise taken into account in the calculation of any such Damagesadjustment to the Purchase Price pursuant to Article 2. In computing Without limiting the amount of any such Tax benefitforegoing, the Buyer Indemnified Party shall Persons will not be deemed entitled to fully utilize, at the highest marginal tax rate then in effect, all Tax items recover any Losses relating to any matter arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policiesunder, or any facts and circumstances relating to or arising out of, a provision of this Agreement to the extent that the Buyer Indemnified Persons (i) have already recovered Losses with respect to such matter pursuant to another provision of this Agreement or (ii) have already recovered the Losses with respect to such matter from another Securityholder. (g) If a state of facts exists that would allow a Buyer Indemnified Person to seek recovery under both Section 8.2(a)(i) (with respect to any breach of a representation or warranty of the Company other Person alleged than any Fundamental representation) and Section 8.2(a)(iii) (solely with respect to be responsible for failure of the Company to notify Buyer of such breach pursuant to Section 6.12) or Section 8.2(b)(i) (with respect to any damages, subsequent breach of a representation or warranty of a Securityholder other than any Fundamental representation) and Section 8.2(b)(iii) (solely with respect to an indemnification payment by failure of the Indemnifying PartySecurityholder Representative or Member to notify Buyer of such breach pursuant to Section 6.12), then such Buyer Indemnified Party Person may only seek recovery for Losses under Section 8.2(a)(i) or Section 8.2(b)(i), as applicable. For the avoidance of doubt, the foregoing shall promptly reimburse the Indemnifying Party not prohibit any Buyer Indemnified Person from seeking recovery under Section 8.2(a)(iii) or Section 8.2(b)(iii) for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net breach of any expenses incurred by covenant other than Section 6.12 in respect of such Indemnified Party in collecting such amountstate of facts. (Dh) Seller If a state of facts exists that would allow a Securityholder Indemnified Person to seek recovery under both Section 8.3(a) (with respect to any breach of a representation or warranty of Buyer other than any Fundamental representation) and Section 8.3(c) (solely with respect to failure of Buyer to notify the Company, the Securityholder Representative and the Members of such breach pursuant to Section 6.12), then such Securityholder Indemnified Person may only seek recovery for Losses under Section 8.3(a). For the avoidance of doubt, the foregoing shall not be liable prohibit any Securityholder Indemnified Person from seeking recovery under this Article VIII Section 8.3(c) for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained covenant other than Section 6.12 in this Agreement if Buyer had actual knowledge respect of such inaccuracy or breach prior to the Closingstate of facts.

Limitations on Indemnification. The Notwithstanding the foregoing provisions of Section 11.1, (a) no party making a claim shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Article VIII is referred Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and 11.1 or Section 8.311.2 (as applicable) above exceed in the aggregate the Cap Limitation, as the case may be, shall be subject (c) if prior to the following limitations: Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the a “DeductiblePurchaser Waived Breach”) andand nonetheless proceeds with and consummates the Closing, thereafter, the Indemnified Party shall only be entitled to payment for, then Purchaser and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party Purchaser-Related Entities shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of have waived and forever renounced any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged right to be responsible assert a claim for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for 11 for, or any Damages arising out other claim or cause of action under this Agreement, at law or in equity on account of any inaccuracy in such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or breach incurred as a result of breaches of any covenant or agreement of the representations Purchaser, Sellers or warranties either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingAgreement.

Limitations on Indemnification. The party making a claim Rights to indemnification under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims Section 8 are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (Ai) The Indemnified Notwithstanding anything contained in this Agreement to the contrary, no Indemnifying Party shall not be entitled to be indemnified have any liability pursuant to Section 8.2(B) 8(b)(i)(A), Section 8(b)(ii)(A), or Section 8.3(B8(b)(iii)(A), as the case may be, (A) for any individual Liability unless and until the aggregate amount of all Damages incurred by the Indemnified Party such Liability exceeds $25,000 5,000.00 (the “Individual Indemnity Threshold”) and (B) until and unless the aggregate amount of all Liabilities (each of which Liability having exceeded the Individual Indemnity Threshold) exceeds $25,000.00 (the “Indemnity Deductible”), and then only to the extent such Liabilities exceed the Indemnity Deductible. (ii) andExcept for Liabilities paid in connection with a Third-Party Claim (as hereinafter defined), thereafter, none of the Indemnified Party Parties shall only be entitled to payment forrecover from the Parties or their respective Affiliates, any special, indirect, consequential, punitive, exemplary, remote, or speculative damages (including damages for lost profits of any kind) arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such Person suffers such damages to a Third Party, which damages to a Third Party (including costs of defense and the Indemnifying Party shall only be liable and required to pay, Damages reasonable attorneys’ fees incurred in excess of the Deductible; provided, however, that the limitation in this Section 8.4(Aconnection with defending against such damages) shall not apply be excluded by this provision as to Damages arising from a breach recovery hereunder. Subject to the preceding sentence, NY – SHI and SHI Farms, on behalf of each of the representations SHI Indemnified Parties, and warranties in Sections 3.1Canbiola Sub and Canbiola, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount on behalf of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach each of the representations and warranties in Sections 3.1Canbiola Indemnified Parties, 3.2waives any right to recover any special, 3.7indirect, 4.1consequential, 4.2punitive, 4.4exemplary, remote, or 4.6 . speculative damages (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment including damages for lost profits of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items kind) arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up or with respect to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closingtransactions contemplated hereby.

Limitations on Indemnification. The party making a claim under this Article VIII is referred obligations to as the “Indemnified Party”indemnify, defend, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for hold harmless set forth in Section 8.2 Sections 11.1 (Indemnification by Selecta) and Section 8.3, as the case may be, 11.2 (Indemnification by Spark) shall be subject to contingent upon the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 seeking indemnification (the “DeductibleIndemnitee”): (a) andnotifying the indemnifying Party of a claim, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess demand or suit within [***] of the Deductiblereceipt of same; provided, however, that the limitation Indemnitee’s failure or delay in this Section 8.4(A) providing such notice shall not apply relieve the indemnifying Party of its indemnification obligation except to Damages arising from a breach the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the representations defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and warranties (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in Sections 3.1good faith with respect to all matters relating to such claim, 3.2demand or suit and will not settle or otherwise resolve such claim, 3.7demand or suit without the Indemnitee’s prior written consent, 4.1which will not be unreasonably withheld, 4.2, 4.4, or4.6 . (B) The aggregate amount conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of Damages monetary awards for which the Indemnifying indemnifying Party may will be liable pursuant to Section 8.2(B) or Section 8.3(B), as fully-responsible. The Indemnitee shall have the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilizeright, at the highest marginal tax rate then Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in effectthis document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, all Tax items arising from demand or suit; provided that the incurrence indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or payment potential conflict of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment interest makes representation by the Indemnifying Party, then such Indemnified Party shall promptly reimburse same counsel or the Indemnifying Party for any payment made or expense incurred counsel selected by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified indemnifying Party in collecting such amountinappropriate. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a 8.4.1 No claim under this Article VIII for indemnification may be asserted nor may any Action be commenced by either the Navistar Indemnified Persons or the Caterpillar Indemnified Persons for breach of any representation, warranty, covenant or agreement contained herein, unless written notice (satisfying the requirements of Section 8.5.1) of such claim or Action is referred delivered to the Indemnifying Person on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for set forth in Section 8.2 and Section 8.3, as the case may be, shall be subject 8.1. 8.4.2 Notwithstanding anything to the following limitationscontrary contained in this Agreement: (A) The Indemnified Party 8.4.2.1 an Indemnifying Person shall not be entitled to be indemnified liable for any claim for indemnification pursuant to Section 8.2(B) 8.2 or Section 8.3(B), as the case may be8.3, unless and until the aggregate amount of all Damages incurred by indemnifiable Liabilities which may be recovered from the Indemnified Party Indemnifying Person and its Affiliates equals or exceeds $25,000 (the “Deductible”) and250,000, thereafter, the Indemnified Party shall only be entitled to payment for, and after which the Indemnifying Party Person and its Affiliates shall only be liable and required to pay, Damages only for Liabilities in excess of such amount; 8.4.2.2 the Deductiblemaximum amount of indemnifiable Liabilities which may be recovered from an Indemnifying Person and its Affiliates arising out of or resulting from the causes set forth in Section 8.2 or 8.3 shall be an amount equal to $17,500,000; 8.4.2.3 in the event Closing occurs, no breach by Navistar or Navistar Parent or their Affiliates of any representation and warranty set forth in Section 3.1 shall be deemed to be a breach of this Agreement for any purpose hereunder, and none of Caterpillar or its Affiliates shall have any claim or recourse against any of Navistar or Navistar Parent or their respective Affiliates or Representatives, if any of Caterpillar or any of its Affiliates had, prior to the Closing, Knowledge of any such breach; provided, however, that the limitation in foregoing provisions of this Section 8.4(A) 8.4.2.3 shall not apply if any such breach did not result in a failure of the conditions set forth in Section 5.3.1 to Damages arising be satisfied; provided, further, that if a Caterpillar Expected Liabilities Determination provided to Navistar by Caterpillar pursuant to Section 4.6.1 states that Caterpillar reasonably believes that the Caterpillar Expected Liabilities are below the Materiality Threshold, and the Liabilities incurred or suffered by the Caterpillar Indemnified Persons resulting from a the breach of or inaccuracy in any of the representations and warranties contained in Sections 3.1Section 3.1 exceed the Materiality Threshold, 3.2then for purposes of this Section 8, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate the amount of Damages such Liabilities shall be deemed to be equal to $250,000, which shall be applied to the $250,000 deductible set forth in Section 8.4.2.1; 8.4.2.4 in the event Closing occurs, no breach by Caterpillar or its Affiliates of any representation and warranty set forth in Section 3.2 shall be deemed to be a breach of this Agreement for which any purpose hereunder, and none of Navistar or Navistar Parent or their Affiliates shall have any claim or recourse against any of Caterpillar or its Affiliates or Representatives, if any of Navistar or Navistar Parent or any of their Affiliates had, prior to the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B)Closing, as the case may be, shall not exceed $2,300,000Knowledge of any such breach; provided, however, that the limitation in foregoing provisions of this Section 8.4(B) 8.4.2.4 shall not apply if any such breach did not result in a failure of the conditions set forth in Section 5.2.1 to Damages arising be satisfied; provided, further, that if a Navistar Expected Liabilities Determination provided to Caterpillar by Navistar pursuant to Section 4.6.2 states that Navistar reasonably believes that the Navistar Expected Liabilities are below the Materiality Threshold, and the Liabilities incurred or suffered by the Navistar Indemnified Persons resulting from a the breach of or inaccuracy in any of the representations and warranties contained in Sections 3.1Section 3.2 exceed the Materiality Threshold, 3.2then for purposes of this Section 8, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party Liabilities shall be deemed to fully utilizebe equal to $250,000, at which shall be applied to the highest marginal tax rate then $250,000 deductible set forth in effect, all Tax items arising from the incurrence or payment Section 8.4.2.1; 8.4.2.5 no Party shall have any Liability under any provision of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible this Agreement for any damages, subsequent to an indemnification payment covenant or condition expressly waived in writing by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made other Parties on or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.Closing Date;

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject Notwithstanding anything to the following limitationscontrary contained in this Agreement: (Aa) The Indemnified Party no Purchaser Indemnitee shall not be entitled to be indemnified any indemnification, for aggregate Losses pursuant to Section 8.2(B9.01(a) in excess of $14,250,000 (the “Cap”) and no Seller Indemnitee shall be entitled to any indemnification for aggregate Losses pursuant to Section 9.02(a)) in excess of the Cap; provided that the foregoing Cap shall not apply to any Losses arising from any inacurracy or breach of any Specified Indemnification Representation or in the case of fraud; (b) no Purchaser Indemnitee shall be entitled to any indemnification for a Loss pursuant to Section 8.3(B9.01(a), as (x) if with respect to any individual item of Loss or series of related Losses, such item is less than $100,000 (the case may be“Minimum Amount”), and (y) unless and until the aggregate of all Damages incurred by Losses (excluding individual Losses or related Losses less than the Indemnified Party exceeds Minimum Amount) subject to such indemnification collectively exceed $25,000 1,900,000 (the “Deductible”), whereupon such indemnification shall be made by LivaNova only with respect to the amount of such Losses of Purchaser Indemnitee (excluding individual Losses or related Losses less than the Minimum Amount) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, provided that the limitation foregoing Minimum Amount and foregoing Deductible shall in this Section 8.4(A) shall each case not apply to Damages Losses arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in inacurracy or breach of any Specified Indemnification Representations or in the case of fraud; and (c) no Purchaser Indemnitee shall have any right to assert any claims, or be entitled to any indemnification, with respect to any Losses arising from any conditions of contamination discovered as a result of a Phase II or other intrusive environmental sampling, testing or investigation undertaken on or after the Initial Closing Date by or on behalf of, or with the consent or approval of, a Purchaser Indemnitee at or relating to any of the Real Property; provided that, a Purchaser Indemnitee shall have the right to assert such claims and shall be entitled to indemnification if any such Phase II or other intrusive environmental sampling, testing or investigation (i) was undertaken in connection with a geotechnical investigation associated with the construction or expansion of a building or other improvements, (ii) was undertaken to address a threat to human health or the environment, (iii) was required by applicable Law, or (iv) was undertaken in response to a requirement, demand or claim by a Governmental Entity or other Person, which requirement, demand or claim was not directly or indirectly solicited or deliberately initiated by a Purchaser Indemnitee. (d) Notwithstanding anything to the contrary in this Agreement, no Purchaser Indemnitee shall be entitled to indemnification for aggregate Losses pursuant to Section 9.01(a) in excess of the Purchase Price, except in the case of fraud or intentional misrepresentation with respect to breaches of representations or and warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy Article III (as qualified by the Disclosure Schedule) or breach prior to the ClosingLocal Transfer Agreements.

Limitations on Indemnification. (a) The party making a claim under this Article VIII is referred to as obligations of Sellers in the “Indemnified Party”aggregate, on the one hand, and the party against whom such claims are asserted is referred as Purchaser, on the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3other, as the case may be, with respect to any Indemnifiable Claim hereunder shall be subject to the following limitations: limitations that (Ai) The the Indemnitees may not make or bring any claim against the Indemnitors in respect of any Indemnifiable Claims unless the aggregate amount of all Losses therefrom from time to time incurred or suffered (and/or threatened to be incurred or suffered) by all Indemnitees collectively exceeds Fifty Thousand Dollars ($50,000.00) (the "Threshold"). All Losses of Purchaser's Indemnified Party Parties, and all Losses of all Seller Indemnified Parties, shall not be aggregated in determining whether the Threshold has been reached. Once the Threshold has been reached Indemnitees shall be entitled to collect the entire Losses. (b) The aggregate amount for which a Seller shall be indemnified liable for indemnification under this Section 13 shall in no event exceed such Seller's Ratable Portion of $925,000. (c) Any amount payable by any Seller pursuant to this Section 8.2(B13 shall be first paid from the Escrowed Funds pursuant to the Escrow Agreement. (d) or No Individual Seller shall have any liability under Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”13.2(a)(i) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages for any amount in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable cash consideration received by such Individual Seller pursuant to Section 8.2(B) or Section 8.3(B), as this Agreement except to the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) extent such amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising are paid from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountEscrowed Funds. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject Notwithstanding anything to the following limitationscontrary contained in this Agreement: (Aa) The Indemnified an Indemnifying Party shall not be entitled to be indemnified liable for any claim for indemnification pursuant to Section 8.2(B9.2(a), Section 9.2(b) or Section 8.3(B), as the case may be9.2(d) hereof, unless and until the aggregate amount of all Damages incurred by indemnifiable Losses that may be recovered from the Indemnified Indemnifying Party pursuant to Section 9.2(a), Section 9.2(b) or Section 9.2(d) hereof equals or exceeds $25,000 US$100,000 (the “DeductibleBasket Amount”) and(it being understood that (i) once the Basket Amount has been reached or exceeded, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to payfor all indemnifiable Losses, Damages in excess of including those Losses that may not be indemnifiable before the DeductibleBasket Amount is reached; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized shortfall in the First Payment, the Second Payment (if any) or realizable by the Indemnified Party arising Third Payment (if any) from the incurrence or payment Purchaser shall not be subject to the limitation of any such Damages. In computing the Basket Amount set forth in this Section 9.3(a)); (b) the maximum aggregate amount of any such Tax benefitindemnifiable Losses that may be recovered from each Seller under Section 9.2(a) and Section 9.2(b) hereof shall be an amount equal to the sum of the First Payment, the Indemnified Party Second Payment (if any) and the Third Payment (if any) actually paid to such Seller; provided that the Purchaser shall allocate any indemnifiable Losses pursuant to Section 9.2(b) hereof among the Sellers on a pro rata basis in proportion to each Seller’s percentage ownership interest in the Offshore Company as of the Closing Date; (c) the maximum aggregate amount of indemnifiable Losses that may be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising recovered from the incurrence Purchaser under Section 9.2(d) hereof shall not exceed the difference between (i) US$80,000,000 and (ii) the sum of the First Payment, the Second Payment (if any) and the Third Payment (if any) to the extent that such payments are made to the Sellers; and (d) the Sellers shall have no obligation to indemnify the Purchaser for and against any Losses suffered or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part Purchaser in connection with, arising out of or resulting from, the Sellers’ and/or the Company’s compliance with specific written instructions and/or use of forms of Contracts supplied by the Purchaser in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.Offshore Reorganization;

Limitations on Indemnification. (a) The obligations to indemnify and hold harmless a party making a claim under this Article VIII is referred hereto, (i) pursuant to as SECTION 8.1(a) and SECTION 8.2(a), shall terminate when the “Indemnified Party”applicable representation or warranty terminates pursuant to SECTION 9.7, (ii) pursuant to SECTION 8.1(b) and SECTION 8.2(b), shall not terminate, and (iii) pursuant to SECTION 8.1(c) and SECTION 8.1(d), shall terminate after the party against whom such claims are asserted is referred as first anniversary of the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3Initial Closing Date; provided, however, that, as the case may beto clauses (i) and (iii) above, shall be subject such obligation to the following limitations: (A) The Indemnified Party indemnify and hold harmless shall not be entitled terminate with respect to any item as to which the person to be indemnified pursuant or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to Section 8.2(Bthe indemnifying party. (b) or Section 8.3(B)The Sellers shall have no liability under SECTION 8.1, as the case may beand AIMCO shall have no liability under SECTION 8.2, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds for which indemnification is sought under such Section exceed $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for1,000,000, and then only for the Indemnifying Party shall only be liable and required to pay, amount by which such Damages in excess of the Deductibleexceed $1,000,000; provided, however, that the such limitation in this Section 8.4(A) shall not apply to Damages arising from a any intentional breach or any of the representations and warranties matters referred to in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 SECTION 8.4(c). (Bc) The aggregate amount In the event that the Sellers are obligated to indemnify AIMCO or any of Damages for which the Indemnifying Party may be liable its Representatives pursuant to Section 8.2(BSECTION 8.1(a), (c) or Section 8.3(B(d) as a result of a loss by NHP or any of its subsidiaries, or modification in a manner adverse to NHP or any of its subsidiaries, of any right or benefit under, or any termination, cancellation or non-renewal of, any Contract, in effect as of the Initial Closing Date, pursuant to which NHP or any of its subsidiaries provides property management services (including, without limitation, services provided to or for the Oxford Properties), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced calculated by multiplying (i) amounts recovered or recoverable that portion of the aggregate annualized revenues lost by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible thereforNHP and its subsidiaries as a result of all such losses, modifications, terminations, cancellations and non-renewals (ii) any Tax benefit realized or realizable reduced by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefitcompensatory payments received in respect thereof, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment than payments by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable Sellers and Phemus under this Article VIII for any Damages arising out of any inaccuracy in Agreement or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingGuaranty) that exceeds $3.0 million, by (ii) 3.6.

Limitations on Indemnification. The party making a claim Notwithstanding the foregoing, Seller's obligation to indemnify Buyers under this Article VIII is referred to as the “Indemnified Party”Section 7(b)(i) or (ii), and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Buyers' obligation to indemnify Seller under Section 8.2 and Section 8.3, as the case may be7(c)(i) or (ii), shall be subject to the following limitations: (Ai) The Indemnified Party No indemnification shall not be entitled required to be indemnified pursuant to Section 8.2(B) made by Buyers or Section 8.3(B)Seller as the Indemnifying Party, as the case may be, unless and under Section 7(c) or 7(b) until the aggregate amount of all Damages incurred by the damages of Buyers or Seller as Indemnified Party exceeds Thirty-Five Thousand Dollars ($25,000 (the “Deductible”) and35,000), thereafter, the Indemnified Party shall only be entitled to payment for, and in which case the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 for all such Liability. (Bii) The aggregate amount of Damages Indemnified Party shall be entitled to Indemnification only for those Adverse Consequences arising with respect to any claim as to which Indemnified Party has given the Indemnifying Party may be liable pursuant to written notice within the appropriate time period set forth in Section 8.2(B7(a) hereof for such claim. (iii) All of Buyer's or Seller's recovery sought under Section 7(b) or Section 8.3(B)7(c) hereof shall be net of any insurance proceeds received by Buyers or Seller as Indemnified Parties, as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party which such party shall be reduced by (i) amounts recovered or recoverable by entitled to receive, with respect to the Indemnified Party events giving rise to such Adverse Consequences. Buyers and Seller agree that, subsequent to Closing, each party shall look first to recover under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under its applicable insurance policies, or if any, prior to seeking indemnity as Indemnified Party from any the other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the party hereto as Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (Div) Seller In no event shall not be liable under Indemnifying Party's right to indemnify exceed the amount of the Purchase Price of the transactions contemplated by this Article VIII Agreement. (v) Following the consummation, the sole and exclusive remedy for either party for any Damages claim arising out of any inaccuracy in or a breach of any representation, warranty, covenant, or other agreement herein shall be a claim for indemnification pursuant to this Section 7 except with respect to any claim for injunctive relief regarding a breach by any party of its obligations under the representations covenant not to compete set forth in the Post-Closing Agreement or warranties of Seller contained except as otherwise provided in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingPost-Closing Agreement.

Limitations on Indemnification. The party making a claim 10.4.1. To the extent that any circumstance giving rise to indemnification under this Article VIII Section ‎10 is referred reasonably capable of being remedied by the Indemnifying Person (as defined below), the Indemnified Person (as defined below) shall afford the Indemnifying Person such opportunity as is reasonable to remedy such circumstance. 10.4.2. No indemnification shall be payable to any Buyer Indemnified Person under Section ‎10.2.1 or to any Seller Indemnified Person under Section ‎10.3.1, until the aggregate amount of all Losses incurred by all Buyer Indemnified Persons or all Seller Indemnified Persons, as the “case may be, exceeds US$300,000 (Three Hundred Thousand United States Dollars), whereupon Buyer Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3Persons or Seller Indemnified Persons, as the case may be, shall be subject entitled to receive the full amount of all Losses (i.e., including the first US$300,000 (Three Hundred Thousand United States Dollars) of such Losses); 10.4.3. The maximum aggregate liability of Seller pursuant to Section ‎10.2.1 and of Buyer pursuant to ‎10.3.1 shall be the equal to $5,250,000 (Five Xxxxxxx Xxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars) (the “Maximum Indemnification Amount”), except for claims arising from fraud or willful misrepresentation, to which the Maximum Indemnification Amount shall not apply; 10.4.4. Anything herein to the following limitations: (A) The Indemnified Party contrary notwithstanding, Buyer shall not be entitled to recover any indirect, consequential, special, exemplary, punitive or similar damages, except to the extent that such damages are awarded to a third party in a Third Party Claim (as defined below); 10.4.5. No claims for indemnification against any Indemnifying Person (as such term is defined below) under this Section ‎10, may be indemnified pursuant to made following the expiration of the Survival Date, with the exception only of claims based on fraud or willful misrepresentation, which shall survive for the period of their statutory limitation. 10.4.6. As security for the indemnity provided by Seller for in Section 8.2(B) or Section 8.3(B‎10.2.1 above only, at the Closing, the Buyer shall deposit a portion of the cash amount of the Purchase Price payable at the Closing with the Escrow Agent as detailed below (the "Escrow Amount"), as the case may be, unless and until the aggregate of all Damages incurred to be governed by the Indemnified Party exceeds $25,000 (terms set forth in the “Deductible”) and, thereafter, Escrow Agreement. The Escrow Amount shall be deposited into an interest bearing account and interest earned thereon will be held and distributed in accordance with the Indemnified Party Escrow Agreement. The Escrow Amount to be deposited shall only be entitled to payment for, and equal the Indemnifying Party shall only be liable and required to pay, Damages in excess result of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by following calculation: (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and $3,500,000 minus (ii) any Tax benefit realized or realizable amount of the Purchase Price that is subject to the Earn-Out Mechanism as at the Closing, such that if at least US$ 3,500,000 of the Purchase Price is subject to the Earn-Out Mechanism as at the Closing, then no amount shall be deposited with the Escrow Agent. Subject to the terms of the Escrow Agreement, the Escrow Amount shall be held by the Indemnified Party arising from Escrow Agent for a period of 12 months, immediately following which the incurrence or payment of any such Damages. In computing the full amount of any the Escrow Amount held at such Tax benefit, time by the Indemnified Party Escrow Agent shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment released and transferred by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up Escrow Agent to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountSeller. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under Notwithstanding anything to the contrary in this Article VIII is referred Agreement (except in the case of any Fraud Claim or Member Claim, to as which none of the “Indemnified Party”limitations described in this Section 15(f) shall apply, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, which shall be subject to indemnified from the following limitations:first Dollar and without limitation by the Cap): (Ai) The Indemnified Party Except as otherwise provided in the first sentence of this Section 15(f), the Seller Parties shall not be entitled required to be indemnified indemnify any Buyer Indemnified Party for any Losses pursuant to Section 8.2(B15(b) resulting from any breach or inaccuracy in any representation or warranty specified in Section 8.3(B), as the case may be, 6 unless and until the aggregate amount of all Damages such indemnifiable Losses resulting from any breach or inaccuracy in any representation or warranty specified in Section 6 sustained or incurred by the Buyer Indemnified Party Parties exceeds Fifty Thousand and No/100 Dollars ($25,000 50,000.00) (the “DeductibleThreshold Amount”) and), thereafterand in such event, the Seller Parties shall indemnify all Buyer Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages Parties for all such Losses in excess of Twenty Five Thousand and No/100 Dollars ($25,000.00) the (“Deductible”). (ii) Except as otherwise provided in the first sentence of this Section 15(f), the aggregate liability of the Seller Parties under Section 15(b) resulting from any breach or inaccuracy in any representation or warranty specified in Section 6 shall not exceed Two Million and No/100 Dollars ($2,000,000.00) (the “Cap”); provided, however, that the Cap limitation in this Section 8.4(A) shall not apply to Damages arising from a Losses sustained or incurred by any Buyer Indemnified Party based upon or with respect any breach of the representations and warranties or inaccuracy in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 any Core Representation. (Biii) Buyer shall not be required to indemnify any Seller Indemnified Party for any Losses pursuant to Section 15(c) resulting from any breach or inaccuracy in any representation or warranty specified in Section 7 unless and until the aggregate amount of all such indemnifiable Losses resulting from any breach or inaccuracy in any representation or warranty specified in Section 7 exceeds the Threshold Amount, and in such event, Buyer shall indemnify all such Seller Indemnified Parties for all such Losses in excess of the Deductible. (iv) The aggregate amount liability of Damages for which the Indemnifying Party may be liable pursuant to Buyer under Section 8.2(B15(c) resulting from any breach or inaccuracy in any representation or warranty specified in Section 8.3(B), as the case may be, 7 shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 Cap. (Cv) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller Parties shall not be liable under this Article VIII for any Damages arising out required to indemnify Buyer with respect to specific amounts actually deducted in the determination of any inaccuracy in Net Working Capital or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingAdjustment Amount.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject Notwithstanding anything to the following limitationscontrary in this Agreement: (Aa) The Indemnified an Indemnifying Party shall not be entitled liable to an Indemnitee for any Indemnifiable Losses and no Party hereto shall be indemnified pursuant liable to Section 8.2(B) or Section 8.3(B), as the case may be, any other Party hereto for any breach of this Agreement unless and until only to the extent that the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifiable Losses for such Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductibleincurred under this Agreement exceeds US$1,000,000; provided, however, that no losses may be claimed under Section 7.2 by any Indemnitee or shall be reimbursable by or shall be included in calculating the limitation aggregate Indemnifiable Losses set forth above other than losses in this Section 8.4(A) shall not apply to Damages excess of US$500,000 resulting from any single claim or aggregated claims arising from a breach out of the representations and warranties in Sections 3.1same facts, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 .events or circumstances; (Bb) The the maximum aggregate amount of Damages Indemnifiable Losses that may be recovered from an Indemnifying Party under this Agreement shall be US$7,555,556; (c) an Indemnifying Party shall not have any liability under any provision of this Agreement for which any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement; (d) no Indemnitee shall have any claim or recourse against the Indemnifying Party may or its officers, directors, employees, Affiliates, controlling persons, agents, advisors or representatives with respect to such breach if the Indemnitee had, prior to the execution of this Agreement, actual (but not constructive or imputed) knowledge of such breach or the facts, matters, events or circumstances giving rise to such breach; (e) an Indemnifying Party shall not be liable pursuant in respect of any claim for Indemnifiable Loss to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, extent that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4such claim is attributable to, or 4.6 .such claim is increased as a result of, any legislation not in force at the date hereof or to any change of law, regulation, directive, requirement or administrative practice or any change in rates of tax, which in each case is not in force at the date hereof; (Cf) The amount of Damages incurred by any Indemnified Party no Indemnitee shall be reduced entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one shortfall, damage, deficiency, breach or set of circumstances which give rise to one or more claims for Indemnifiable Loss, and for this purpose recovery by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged an Investor Indemnitee shall be deemed to be responsible therefor, a recovery by each of the Investor Indemnitees and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party an Investee Indemnitee shall be deemed to fully utilizebe a recovery by each of the Investee Indemnitees; (g) if an Indemnifying Party pays to an Indemnitee an amount in discharge of a claim for Indemnifiable Loss and the Indemnitee or any Group Company subsequently recovers (whether by payment, at discount, credit, relief or otherwise) from a third party (including any Tax authority) a sum which is referable to the highest marginal tax rate then in effectmatter giving rise to the claim or obtains a relief which is so referable, all Tax items arising the Indemnitee shall forthwith repay to the Indemnitee: (i) an amount equal to the sum recovered from the incurrence third party (or payment the value of any Damages. If an Indemnified the relief obtained, calculated by reference to the amount saved); or (ii) if the figure resulting under paragraph (i) above is greater than the amount paid by the Indemnifying Party receives any amounts under applicable insurance policiesto the Indemnitee in respect of the relevant claim or the aggregate payments previously made by the Indemnifying Party in respect of all claims for Indemnifiable Loss by the Indemnitee, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment such lesser amount as shall have been so paid by the Indemnifying Party. (h) if, then such Indemnified Party shall promptly reimburse the Indemnifying Party for at any payment made or expense incurred by the Indemnifying Part time, an Investor exercises its rights under Sections 12.1(b) (in connection with providing such a Put Event described in Section 12.1(d)(ii)(1) or (4) of the Investor Rights Agreement) and/or 12.3 of the Investor Rights Agreement, then upon the consummation of a transfer of the Investor’s Shares under Section 12.1 thereof or a recovery from the Founder under Section 12.3 thereof, the Investor (and the Investor Indemnitees) shall have no right to seek indemnification payment up under Section 7.2, specific performance under Section 7.5, or any other remedy at law or otherwise with respect to the amount received by the Indemnified Partyany breach, net violation or non-performance of any expenses incurred by such Indemnified Party representation, warranty, covenant or agreement contained in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties Investment Documents (other than Sections 12.1 and 12.3 of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingInvestor Rights Agreement).

Limitations on Indemnification. The party making a claim Notwithstanding the foregoing, the right to indemnification under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, 8 shall be subject to the following limitationsterms: (Aa) The Indemnified Party No indemnification shall not be entitled to be indemnified payable pursuant to Section 8.2(B) 8.2 or Section 8.3(B), as the case may be, 8.3 unless and until the aggregate amount of all Damages incurred claims for indemnification pursuant to the applicable Section exceeds $250,000 in the aggregate, whereupon indemnification pursuant to such Section shall be payable for all such claims without any deduction. (b) No indemnification shall be payable pursuant to Section 8.2 or Section 8.3 after the Expiration Date, except with respect to (i) claims made prior to the Expiration Date, but not resolved by the Indemnified Party exceeds $25,000 Expiration Date and (the “Deductible”ii) and, thereafter, the Indemnified Party shall only be entitled claims made with respect to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a any breach of the representations and warranties in Sections 3.1, 3.2, 3.73.3 and 3.17, 4.1, 4.2, 4.4, or4.6 which may be made at any time until the thirty (30) month anniversary of the Closing Date. (Bc) Except as provided in Section 8.6(d), all indemnification claims under Section 8.2 shall be satisfied solely from the shares held pursuant to the Escrow Agreement and no person shall have any right to recovery directly from any person who was a holder of Seller Stock immediately prior to the Effective Time. Without limitation of the foregoing, the maximum liability of any former holder of Seller Stock for any breach of a representation, warranty or covenant of Seller shall be limited to those shares in which such holder has an interest that are held pursuant to the Escrow Agreement. (d) The aggregate amount limitations of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B8.6(a), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B(b) and (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 such misrepresentation or breach by any other person (except to Damages arising from a breach the extent of its share of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 shares held under the Escrow Agreement). (Ce) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing determining the amount of any such Tax indemnity, there shall be taken into account any tax benefit, insurance proceeds or other similar recovery or offset realized, directly or indirectly, by the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged party to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountindemnified. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making (a) Subject to Section ‎10.3(d): (i) except with respect to a claim under this Article VIII is referred breach of the Fundamental Representations, the Indemnifying Parties shall not have any obligation to as indemnify the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Parties pursuant to Section 8.2 and ‎10.2(a)(i) or Section 8.3‎10.2(b)(i), as applicable, until the case may be, shall aggregate amount of Losses that would otherwise be subject to indemnification pursuant to Section ‎10.2(a)(i) exceeds $150,000 (the following limitations:“Deductible”), whereupon the applicable Indemnified Parties shall be entitled to receive amounts for only those Losses in excess of the Deductible; (Aii) The except with respect to a breach of the Fundamental Representations, in no event shall the cumulative indemnification obligations of the Seller pursuant to Section ‎10.2(a)(i) in the aggregate exceed the Indemnity Escrow Amount; (iii) in no event shall the cumulative indemnification obligations of the Seller pursuant to Section ‎10.2(a) or the Buyer pursuant to Section ‎10.2(b) exceed the Final Purchase Price; and (iv) notwithstanding anything in this Agreement to the contrary, the Buyer Indemnified Party Parties shall not be entitled to indemnification hereunder: (i) to the extent any Loss arises from actions taken or not taken by Buyer or on behalf of Buyer, or any event or occurrence occurring, after Closing and (ii) for any Taxes attributable to Post-Closing Periods. (b) For purposes of determining the failure of any representations or warranties to be indemnified pursuant true and correct or the breach of any covenant and for calculating the amount of any Losses under this ‎Article 10, each such representation and warranty or covenant shall be read without regard to Section 8.2(Bany qualification or reference to “materiality”, “material”, “Material Adverse Effect” or other similar materiality qualifications or references contained in or otherwise applicable to such representation or warranty or covenant. (c) Nothing in this Agreement shall in any way limit or Section 8.3(B)prohibit Buyer’s right to make any claims or recover any proceeds under the R&W Insurance Policy, as whether for breaches under this Agreement or any other claim that may be permitted to be made under the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the R&W Insurance Policy. Each Indemnified Party shall only be entitled , to payment forthe extent required by applicable law, and the Indemnifying Party shall only be liable and required take commercially reasonable steps to pay, Damages in excess mitigate Losses subject to indemnification hereunder upon becoming actually aware of the Deductible; providedexistence of such indemnifiable Losses, however, it being understood that the limitation nothing in this Section 8.4(A) Agreement shall not apply require any Indemnified Party to Damages arising from a breach of commence litigation to recover proceeds under any insurance policy (including the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(BR&W Insurance Policy), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) . The amount of Damages any Losses for which indemnification is provided under this ‎Article 10 shall be reduced by any insurance proceeds actually received by an Indemnified Party under insurance policies in respect of such indemnifiable Losses (net of collection costs, enforcement costs, deductibles, premium increases and similar items incurred in connection with claiming and collecting such proceeds and net of any costs and expenses incurred by any Indemnified Party shall be reduced in analyzing coverage availability and pursuing any claims made under any insurance policy). To the extent that any amount is recovered by (i) amounts recovered or recoverable by the any Indemnified Party under applicable an insurance policies policy (including the R&W Insurance Policy, if applicable) or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by source of indemnification after the Indemnified Party arising from the incurrence or date that an indemnity payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Partyis made hereunder, then such Indemnified Party shall promptly reimburse pay over to the Indemnifying Party such amounts (less any costs of collection, enforcement and increases in premium) as promptly as reasonably practicable after such proceeds are received. Notwithstanding the foregoing, a Buyer Indemnified Party will not be required to repay amounts actually received from an insurer (including the insurer under the R&W Insurance Policy) to the extent such Buyer Indemnified Party’s total Losses exceed the limits of the R&W Insurance Policy or the amounts received thereunder. In no event shall any Buyer Indemnified Party be entitled to recover or make a claim for any payment made amounts in respect of, and in no event shall “Losses” for purposes of this Agreement (including amounts indemnifiable under Section ‎10.2) be deemed to include, (a) punitive damages (except as awarded in Third Party Claims) or (b) any Loss, liability, damage or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by extent included in the Indemnified Party, net calculation of any expenses incurred by such Indemnified Party in collecting such amountFinal Working Capital. (Dd) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained Notwithstanding anything in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closingcontrary, in no event shall any provision of this Agreement limit or restrict the rights or remedies of any Indemnified Party or other Person for Fraud. In the event of any breach of a representation, warranty, covenant or agreement by an Indemnifying Party arising from or relating to Fraud, such representation, warranty, covenant or agreement shall survive consummation of the transactions contemplated hereby and continue in full force and effect without any time, economic, procedural or any other limitation.

Limitations on Indemnification. The party making a claim (a) Notwithstanding anything to the contrary provided elsewhere in this Agreement, the obligations of any Indemnitor under this Article VIII is referred Agreement to as the “indemnify an Indemnified Party”Party with respect to any Claim pursuant to Section 7.3, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided or any obligation for in Section 8.2 and Section 8.3, as the case may beany liability under this Agreement, shall be subject of no force and forever barred unless such Indemnified Party has given such Indemnitor notice of such claim prior to the following second anniversary of the Closing; provided, that claims for breach of Sections 4.1, 4.2, 4.10, 4.17, 4.18 and 4.20, shall survive until the expiration of the applicable statute of limitations:. (Ab) The No Claim by an Indemnified Party shall not be entitled to be indemnified for indemnification pursuant to Section 8.2(B) this Article VII or Section 8.3(B)for damages for breach of this Agreement, as the case may be, be made unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds has incurred, sustained or suffered Damages in respect of which the Indemnitor would be liable under this Article VII in excess of $25,000 200,000 in the aggregate (the “Deductible”) and"Basket"), thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, at which time all amounts of such Damages in excess of the DeductibleBasket amount may be claimed and recovered as provided in this Agreement; provided, however, that the limitation in this Section 8.4(A) Basket shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 Claims by Purchaser for Chargeback Allowances. (Bc) The maximum aggregate amount of Damages for which the Indemnifying Party an Indemnitor may be liable pursuant to Section 8.2(B) or Section 8.3(B), as this Article VII shall be an amount equal to $7,900,000 plus Purchaser's set-off rights against any Earn-Out Payments held in the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 Escrow Agreement for Earn-Out. (Cd) The amount of Damages incurred by any Indemnified Party shall be reduced by If Purchaser is entitled to indemnity for a Claim, it may (i) amounts recovered or recoverable by demand payment directly from the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible thereforSeller or, and at its election, (ii) may, in its discretion and without obligation, offset all or any Tax benefit realized portion of such Claims against any obligation of Purchaser (x) to pay Seller any Earn-Out Payments or realizable by the Indemnified Party arising from the incurrence (y) to pay Seller or payment of Solomon any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountIncentive Bonus payments. (De) Seller Except as otherwise provided herein, the remedies provided herein shall be cumulative and shall not be liable under this Article VIII for preclude the assertion by any Damages arising out party hereto of any inaccuracy in other rights or breach the seeking of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closingother remedies against any other party hereto.

Limitations on Indemnification. The party making a claim under this Article VIII is referred (a) Except in the case of fraud or with respect to breaches of the Fundamental Representations (i) in no event shall the Indemnifying Parties be required to indemnify, defend or hold harmless any Indemnified Party against, or reimburse any such Indemnified Party for, any Losses pursuant to Section 10.2(a)(i) or 10.2(b)(i), as applicable, until the aggregate amount of each of the Buyer Indemnified Parties’ and the Seller Indemnified Parties’ Losses exceeds an amount equal to $60,000 (the “Basket Amount”), it being understood that if such Losses exceed the Basket Amount, the Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, Parties shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as recover all such Losses from the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible thereforfirst dollar, and (ii) in no event shall the cumulative indemnification obligations of the Sellers in the aggregate pursuant to Section 10.2(a)(i) or the Buyer in the aggregate pursuant to Section 10.2(b)(i), in each case, exceed the Escrow Amount. (b) Except in the case of fraud: (i) the Sellers, in the aggregate, shall not be required to indemnify, defend or hold harmless any Tax benefit realized or realizable by the Buyer Indemnified Party arising from against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 10.2(a) to the incurrence extent that the aggregate amount of such Losses exceeds an amount equal to the Final Aggregate Consideration; (ii) the Sellers, individually, shall not be required to indemnify, defend or payment hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 10.2(a) for any amount in excess of an amount equal to each Seller’s Pro Rata Percentage of the Final Aggregate Consideration; and (iii) the Buyer shall not be required to indemnify, defend or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 10.2(b) to the extent that the aggregate amount of such Damages. In computing Losses exceeds an amount equal to the Final Aggregate Consideration. (c) No Indemnified Party shall be entitled to recover any Loss to the extent that the amount of such Loss has been expressly included in the calculation of Closing Working Capital. (d) For purposes of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder (but not for determining whether there has been a breach), each representation and warranty in this Agreement and each certificate delivered pursuant hereto will be read without regard and without giving effect to the term “material” or “Material Adverse Effect” or similar phrases contained in such Tax benefit, representation or warranty the inclusion of which has the effect of making such representation or warranty less restrictive (as if such word were deleted from such representation and warranty). (e) The amount of any Loss for which indemnification is provided under this Article 10 shall be reduced by any amounts actually recovered by any Indemnified Party under insurance policies with respect to such Loss (less any costs of collection and increases in premium) (which Buyer shall be deemed use commercially reasonable efforts to fully utilize, at collect). To the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of extent that any Damages. If an amount is recovered by any Indemnified Party receives any amounts under applicable an insurance policies, policy or from any other Person alleged to be responsible for any damages, subsequent to source of indemnification after the date that an indemnification indemnity payment by the Indemnifying Partyis made hereunder, then such Indemnified Party shall promptly reimburse pay over to the Indemnifying Party for such amounts (less any payment made or expense incurred by the Indemnifying Part costs of collection and increases in connection with providing premium) no later than ten (10) Business Days after such indemnification payment up proceeds are received. Nothwithstanding anything to the amount received by contrary set forth herein, in the Indemnified Partyevent of a claim for fraud, net of any expenses incurred by such Indemnified Party in collecting such amount. (Dthe Seller named on Schedule 10.3(i) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of indemnification with respect to such claim except to the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge extent of such inaccuracy or breach prior to the ClosingSeller’s own fraud.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to Neither any Stockholder, on the one hand as an indemnifying party, nor the “Indemnified Party”Acquiror, and on the party against whom such claims are asserted is referred other hand as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may beindemnifying party, shall be subject liable to the following limitations: other in respect of any indemnification hereunder unless, until and to the extent that the aggregate damages claimed exceed $600,000 (A) The Indemnified Party the "Basket Amount"), whereupon the indemnified party shall not be entitled to be indemnified pursuant to Section 8.2(B) indemnification for all damages suffered or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (indemnified party including those less than the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the DeductibleBasket Amount; provided, however, that no limitation shall apply with respect to (i) any Damages incurred by an Indemnitee pursuant to Section 9.2(d) or with respect to any taxes not reflected in or reserved against on the limitation in this Section 8.4(ABalance Sheet, or (ii) shall not apply to Damages arising from a an intentional breach of the representations and warranties in Sections 3.1this Agreement. (b) Neither the Company and the Principal Stockholder, 3.2on the one hand, 3.7nor the Acquiror, 4.1on the other hand, 4.2, 4.4, or4.6 . (B) The shall be required to indemnify the other for an aggregate amount in excess of $80,000,000 (the "Liability Cap"), except for Damages to Acquiror resulting from the falsity of a representation or warranty of which any Knowledge Party who is a management employee, officer or director of the Principal Stockholder or its affiliates (other than EPITAXX) had actual knowledge at the time such representation or warranty was made or at the time of the Closing and as to which no disclosure was made as and when required hereunder, which Damages shall be subject to a Liability Cap of $400,000,000 (reduced by any other Damages for which indemnification is provided hereunder). With respect to Stockholders other than the Indemnifying Party may Principal Stockholder, there shall be liable a Liability Cap equal to the total amount of Merger Consideration received by such Stockholder pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 Agreement. (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject (a) Notwithstanding anything to the following limitationscontrary contained in this Agreement: (Ai) The no Purchaser Indemnified Party shall not be entitled to be indemnified recovery for any claim for indemnification pursuant to Section 8.2(B9.3(a) or Section 8.3(B), as the case may be, unless and until the aggregate amount of all Damages incurred by the Indemnified Party indemnifiable Losses to be recovered pursuant to Section 9.3(a) equals or exceeds $25,000 425,000 (the “Deductible”) and), thereafter, in which case the Purchaser Indemnified Party shall Parties may seek recovery only be entitled to payment for, and for the Indemnifying Party shall only be liable and required to pay, Damages Losses in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) Deductible shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages Losses arising out of of, relating to or resulting from (A) any inaccuracy in or breach of the Fundamental Representations, or (B) the instances of fraud set forth in Section 9.4(a)(iv); (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 Purchaser Indemnified Parties in the event of a Purchaser Indemnified Party, or other the Seller Indemnified Parties in the event of a Seller Indemnified Party) has already recovered such amount with respect to such matter pursuant to such provision or any other provisions of this Agreement; (iii) except with respect to instances of fraud set forth in Section 9.4(a)(iv), the total aggregate amount of liability of the Sellers for Losses of the Purchaser Indemnified Parties under this Agreement, including this Article IX, shall be limited to $850,000 and shall be satisfied solely from the Indemnity Escrow Account and the total aggregate amount of liability of the Sellers for Losses of the Purchaser Indemnified Parties with respect to the matters set forth in Schedule 9.3(h) shall be limited to $150,000 and shall be satisfied solely from the Indemnity Escrow Account; (iv) with respect to instances of fraud by any Seller in connection with this Agreement, any indemnification obligation of the Sellers for Losses under this Agreement shall be satisfied first from the Indemnity Escrow Amount, and then directly from only the Seller(s) who actually committed such fraud in proportion to each Seller’s responsibility for such fraud (it being understood and agreed that the liability of any Seller that did not commit fraud shall be limited solely to the funds remaining in the Indemnity Escrow Account); and (v) no party shall be liable for any punitive damages relating to the breach of this Agreement, other than punitive damages paid by an Indemnified Party to a third party. (b) The parties hereto acknowledge and agree that, except with respect to (i) the instances of fraud set forth in Section 9.4(a)(iv), (ii) injunctive or other equitable relief (but not monetary damages or relief) against any party for such party’s breach of any post-closing covenant contained in this Agreement, (iii) adjustments governed by Section 1.8, or (iv) matters under any Non-competition Agreement or Non-solicitation Agreement or the IP Assignment Agreement, solely with respect to the party to such agreement, (A) the indemnification provisions of this Article IX shall be the sole and exclusive remedy of each party hereto and each Indemnified Party with respect to any Losses, claims, liabilities or obligations arising out of, related to, or in connection with this Agreement or any Related Document and the transactions contemplated hereby or thereby, including any Exhibit, Schedule (including any Disclosure Schedules), certificate or other document delivered hereunder or thereunder, and recovery against the funds then remaining in the Indemnity Escrow Account (in accordance with the terms of this Agreement and the Escrow Agreement) shall be the sole and exclusive means of recovery for any claim for indemnification made by a Purchaser Indemnified Party pursuant to this Agreement, in each case regardless of the legal theory under which such Loss, claim, liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, and the parties hereby agree that the Purchaser Indemnified Parties shall have no remedy or recourse with respect to any of the representations foregoing other than pursuant to, and subject to the terms and conditions of, this Article IX and (B) the Purchaser hereby waives on its own behalf and on behalf of its Affiliates (including the Acquired Companies and the Operating Company following the Closing) to the fullest extent permitted under Law, any and all claims, other rights and remedies, it or they may have against the Sellers or any Affiliates of any Seller arising under or based upon this Agreement or any Related Document, any document or certificate delivered in connection herewith, any Law, in equity or otherwise (including with respect to any environmental, health or safety matters), except pursuant to the indemnification provisions set forth in this Article IX. The rights and claims waived by the Purchaser, on behalf of itself and its Affiliates (including the Acquired Companies and the Operating Company following the Closing), include claims for contribution or other rights of recovery arising out of or relating to any claims for breach of contract, breach of representation or warranty, negligent misrepresentation and all other claims for breach of duty. Furthermore, the Purchaser acknowledges and agrees that the Purchaser Indemnified Parties may not avoid such limitation on liability or remedies by (i) seeking damages for breach of contract, tort or pursuant to any other theory of liability, all of which are hereby waived or (ii) asserting or threatening any claim against any Person that is not a party hereto (or a successor to a party hereto) for breaches of the representations, warranties of Seller and covenants contained in this Agreement. The parties hereto agree that the provisions in this Agreement if Buyer had actual knowledge relating to indemnification, and the limits imposed on the Purchaser’s and the Purchaser Indemnified Parties’ rights and remedies with respect to this Agreement and the transactions contemplated hereby (including this Article IX) were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of such inaccuracy or breach prior the amounts to be paid to the ClosingSellers hereunder.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Notwithstanding any provision of Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations:contrary, (Aa) The Indemnified Party Sellers shall not be entitled required to be indemnified pursuant indemnify or hold harmless any of the Buyer Indemnified Parties on account of any Buyer Losses under Section 8.2(a)(i) related to Section 8.2(B) the breach of representations or Section 8.3(Bwarranties (other than breaches of Sections 3.6, 3.7 and 3.23 to which this limitation shall not apply), as unless the case may be, unless and until the aggregate liability of all Damages incurred by the Indemnified Party Sellers in respect of such Buyer Losses exceeds Three Hundred Thousand Dollars ($25,000 300,000) (the “DeductibleThreshold Amount”) and), thereafter, in which case Sellers shall be obligated to the Buyer Indemnified Party shall only be entitled to payment for, and Parties for the Indemnifying Party shall only be liable and required to pay, Damages amount of such Buyer Losses in excess of the DeductibleThreshold Amount; provided, however, that (a) the limitation in aggregate liability of Sellers for any Buyer Losses arising under this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, Agreement shall not exceed Eight Million Dollars ($2,300,000; provided8,000,000) (the “Liability Amount”), however, that the limitation in this Section 8.4(Band (b) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party each such Loss shall be reduced by (i) amounts recovered the amount of any insurance proceeds payable to Buyer or recoverable by the any Buyer Indemnified Party under applicable insurance policies or from any other Person alleged with respect to be responsible thereforsuch Loss, and (ii) any Tax benefit realized Benefit to Buyer or realizable any Buyer Indemnified Party with respect to such Loss (excluding any Loss under Section 5.5); and provided, further that the foregoing clause of this sentence shall not be deemed a waiver by any party of any right to specific performance or injunctive relief, or any right or remedy against a party arising by reason of any claim of fraud or willful misrepresentation by such party with respect to this Agreement or any other document required to be delivered hereby. The obligations of the Sellers under this Article VIII shall not be redacted, offset, eliminated or subject to contribution by reason of any action or inaction by the Company that contributed to any inaccuracy or breach giving rise to such obligation, it being understood that the Sellers, not the Company, shall have the sole obligation for payment of the indemnification obligations under this Article VIII; (b) no Buyer Indemnified Party arising shall be indemnified for any Buyer Losses or Taxes under Section 8.2(a) to the extent (i) that such Buyer Indemnified Party received or is entitled to receive any insurance proceeds or other amounts from Third Parties in respect of such Buyer Losses or Taxes or (ii) of the incurrence Tax Benefits allowable with respect to such Taxes or Buyer Losses; provided, however, that in the event that a Tax Benefit will not actually be recognized with respect to all or a portion of such Buyer Losses or Taxes in or prior to the taxable year in which the indemnification payment is made, (x) Buyer will cause the Company to provide the Buyer and the Sellers’ Representative all information necessary for Buyer and Sellers’ Representative to agree on an estimate of any such Damages. In computing the amount present value of any such Tax benefit, the Benefits that would be recognized by a Buyer Indemnified Party in any such subsequent taxable year, (y) Buyer and Sellers’ Representative shall cooperate in good faith to determine the present value of such Tax Benefits that would be recognized in a subsequent taxable year based on reasonable assumptions and (z) in the event that Buyer and the Sellers’ Representative are unable to agree, such determination shall be deemed to fully utilizemade by the Independent Accountant (with the fees and expenses of the Independent Accountant being borne equally by the Buyer and the Sellers’ Representative, at as described in Section 5.8(b) hereof); (c) the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an indemnification required to be paid under the provisions of Section 8.2(a) with respect to any Buyer Losses that a Buyer Indemnified Party receives any amounts under applicable insurance policieswill suffer, sustain or from any other Person alleged become subject to in the future (including, without limitation, Buyer Losses attributable to a reduction in a net operating loss carry forward) shall be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then postponed until such Buyer Indemnified Party does, in fact, suffer, sustain or become subject to such Buyer Losses; and (d) to avoid double-counting as to any matter, the terms “Losses” and “Buyer Losses” shall promptly reimburse not include any Loss or Buyer Loss (i) suffered with respect to any current or fixed asset of the Indemnifying Party for Company of any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up Subsidiary, to the extent that such Loss or Buyer Loss has been reflected in the Closing Balance Sheet (by reducing the amount received by of such asset or otherwise) or (ii) suffered with respect to any liability or obligation (or a reserve therefor(to the Indemnified Partyextent of such reserve)) is reflected in the Closing Balance Sheet, net of any expenses incurred by in each case, even if the events, facts or circumstances giving rise to such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in Loss or Buyer Loss would also constitute a breach of any of the Sellers’ representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closinghereunder.

Limitations on Indemnification. The party making a claim under this Article VIII VIll is referred to as the ‘“Indemnified Party”, and the party against whom such claims are asserted is referred as the “‘‘Indemnifying Party”. The Toe indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) 8.2 (fi or Section 8.3(B8.3ffi), ,. as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 25 000 (the “‘Deductible”) and, . thereafter, the Indemnified Party shall only be entitled to payment for, . and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A8,4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, U 3.7, 4.1, . 4.L 4.2, 4.4, or4.6 .or 4.6 (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) 8.2 (8) or Section 8.3(B8.3 IB), . as the case may be, . shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B8.4 (B) shall not apply app]y to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 3.7.4.1,4.2.4.4,or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under Notwithstanding anything to the contrary contained in this Article VIII is referred Agreement, the obligations of an Indemnifying Party to as the “indemnify an Indemnified Party and an Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be’s right to collect Damages under any theory of law or equity, shall be subject to the following limitationslimitations set forth below: (Aa) The No claim for indemnification by an Indemnified Party may be asserted against an Indemnifying Party, and an Indemnifying Party shall not be entitled have any obligation for Damages to be indemnified pursuant to Section 8.2(Ban Indemnified Party after the expiration of the forty (40) or Section 8.3(B), as month following the case may beClosing Date, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and has notified the Indemnifying Party shall only be liable and required of such Claim prior to pay, Damages in excess the forty (40) month anniversary of the DeductibleClosing Date and the notice specifies in detail the nature of the Claim; provided, however, that there shall be no limit with respect to any Claim related to the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach or inaccuracy any of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 Specified Representations. (Bb) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant Purchaser Indemnified Parties shall no right to recover any amounts under Section 8.2(B10.2(a) or Section 8.3(B), as 10.3(a) until the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The total amount of Damages incurred by any the Purchaser Indemnified Party Parties under such Sections 10.2(a) and/or 10.3(a) exceed $25,000, in which case the Purchaser Indemnified Parties shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged entitled to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment recover all Damages in excess of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (Dc) Seller shall not be liable under this Article VIII Except in the case of fraud or intentional misrepresentation and for any Damages Claims arising out of any inaccuracy in or breach of any breaches of the representations Specified Representations, neither Sellers nor Beneficial Owners shall be required to indemnify or warranties of Seller contained in pay Damages pursuant to this Agreement if Buyer had actual knowledge in the aggregate, in excess of such inaccuracy the amount of the then aggregate outstanding principal, at the time the latest notice or breach prior Claim by Purchaser for Damages or indemnification, owing by Purchaser to Sellers under the ClosingPromissory Notes.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”Except for claims arising out of Fraud, and the party against whom such or for claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitationsrespect of Assumed Liabilities or Excluded Liabilities: (Aa) The Buyer Indemnified Party Parties shall not be entitled to recover any Losses under Section 12.2(a)(ii) in respect of any breach of or inaccuracy in the representations and warranties made by Seller set forth in Section 5.22(b) of this Agreement, (i) where the Losses relating thereto arising from an individual breach or a series of related breaches arising out of the same facts and circumstances are less than $25,000 (each, a “Minor Claim”) and such Minor Claims shall be indemnified pursuant to Section 8.2(Bdisregarded for all purposes hereunder and (ii) or Section 8.3(B), until such time as the case may be, unless and until the aggregate total amount of all Damages Losses suffered or incurred by any one or more of the Buyer Indemnified Party Parties, or to which any one or more of the Buyer Indemnified Parties has or have otherwise become subject, exceeds Two Million Five Hundred Thousand US Dollars ($25,000 2,500,000) (the “Deductible”) and), thereafter, in which case the Buyer Indemnified Party Parties shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of recover Losses exceeding the Deductible; provided, however, that the limitation in this Section 8.4(A) Deductible shall not apply to Damages arising from a any breach of or inaccuracy in the representations and warranties made by Seller set forth in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 Section 5.1 of this Agreement. (Bb) The maximum aggregate amount of Damages for which Losses that the Indemnifying Party may Buyer Indemnified Parties shall be liable pursuant entitled to recover under Section 8.2(B12.2(a)(ii) in respect of all breaches of or inaccuracies in the representations and warranties made by Seller set forth in Section 8.3(B5.22(b) of this Agreement, collectively shall be limited to an aggregate amount of Twenty-Five Million US Dollars ($25,000,000) (the “Cap”), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation limitations contained in this Section 8.4(B12.3(b) shall not apply to Damages arising from a any breach of or inaccuracy in the representations and warranties made by Seller set forth in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 Section 5.1 of this Agreement. (Cc) The maximum aggregate amount of Damages Losses that the Buyer Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, shall be entitled to recover under this Article XII shall be limited to an amount equal to the Final Purchase Price. Notwithstanding anything to the contrary contained herein, (i) any Losses recoverable hereunder shall be reduced in amount by any insurance, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses (in all such cases, net of fees, expenses, increases in insurance premiums or any other costs incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged in order to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of receive any such Damages. In computing the amount of any such Tax benefitbenefits, the Indemnified Party shall be deemed to fully utilizeproceeds, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.payments or

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject Notwithstanding anything to the following limitationscontrary in this Agreement: (Aa) Any claim under Section 8.2 or Section 8.3 or Article IX required to be made on or prior to the expiration of the applicable survival period set forth in Section 8.1 and not made on or prior to such expiration in accordance with Section 8.1 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 Section 8.1 and this Section 8.5 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 8.1 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. (i) The Indemnified Party Seller Indemnitees shall not be entitled to be indemnified recover from any Seller for any claim pursuant to Section 8.2(B8.2(a), Section 8.2(b) or Section 8.3(B), as the case may be, Article IX unless and until the aggregate such claim individually or a series of all Damages incurred by the Indemnified Party exceeds related claims involves Losses in excess of $25,000 (the “De Minimis Threshold”), it being understood that if such Losses do not exceed the De Minimis Threshold, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Seller Indemnitee’s indemnifiable Losses under Section 8.2(a), Section 8.2(b) or Article IX; (ii) the Seller Indemnitees shall not be entitled to recover from any Seller for any claims pursuant to Section 8.2(a)(ii) or Section 8.2(b)(ii) until the aggregate amount of the Seller Indemnitees indemnifiable Losses under Section 8.2(a)(ii) and Section 8.2(b)(ii) exceeds $4,500,000 (the “Deductible”) and), thereafterit being understood that if such Losses exceed the Deductible, the Indemnified Party Seller Indemnitees shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages indemnification for Losses under Section 8.2(a)(ii) or Section 8.2(b)(ii) in excess of the amount of the Deductible; provided, however, that (iii) the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate maximum amount of Damages indemnifiable Losses for which the Indemnifying Party a Seller may be liable pursuant to Section 8.2(B8.2(a)(ii) or and Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B8.2(b)(ii) shall not apply be an amount equal to Damages arising from such Seller’s proportion (determined in accordance with the Seller Proportions) of $34,000,000; and (iv) the maximum amount of indemnifiable Losses for which a breach Seller may be liable pursuant to Section 8.2 and Article IX shall be an amount equal to such Seller’s proportion (determined in accordance with the Seller Proportions) of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 Total Seller Payment. (Cc) Sellers shall not be required to indemnify or hold harmless any Seller Indemnitees against any Losses or Taxes to the extent the related liabilities were reflected in, reserved for or taken into account in the determination of Working Capital as of immediately prior to the Closing and reduced the Aggregate Common Equity Price accordingly, or Closing Date Indebtedness. (d) The amount of Damages incurred by any Indemnified Party Losses or Taxes for which indemnification is provided under this Article VIII or Article IX shall be reduced by (i) net of any amounts recovered or recoverable by the Indemnified Party under insurance policies, indemnity or contribution agreements, Contracts or otherwise with respect to such Losses (in each case, with a third party), as applicable insurance policies or from (it being agreed that if any other Person alleged such amounts are recovered by the Indemnified Party in 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 responsible thereforpromptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and (ii) 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. Any amount of Losses or Taxes for which reimbursement or indemnification is provided under this Agreement shall be determined net of any Tax benefit Benefit actually realized or realizable by the Indemnified Party arising from the incurrence or payment of any such DamagesLoss or Tax. 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 Section 8.5. In computing the event of any conflict between this Article VIII and Article IX, the provisions of Article IX shall govern, in each case subject to the provisions of this Section 8.5. (e) Except to the extent of Losses payable by an Indemnified Party to a third party in respect thereof, no Indemnifying Party shall, in any event, be liable hereunder to any Indemnified Party 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. (f) For purposes of determining the amount of Losses subject to indemnification pursuant to this Article VIII for a breach of representation or warranty (but not, for the avoidance of doubt, for determining whether a breach exists), any limitations or qualifications as to materiality (including the word “material”), Material Adverse Effect or other similar limitation or qualification contained in or otherwise applicable to such Tax benefitrepresentation or warranty shall be disregarded (other than in Section 4.4(a), Section 4.5(b) or in the definitions of Material Adverse Effect, Material Contract and Material IP). (g) No Indemnified Party shall be deemed entitled to fully utilizeany indemnification hereunder to the extent that such indemnification would constitute a duplicative payment for the same Loss. (h) Except as set forth in Section 8.5(h) of the Company Disclosure Schedule, at (i) each of the highest marginal tax rate then in effect, all Tax items arising from Parties and the incurrence or payment Indemnified Parties shall use its commercially reasonable efforts to mitigate its respective Losses upon and after becoming aware of any Damages. If an Indemnified event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder, and (ii) no Indemnifying Party receives any amounts under applicable insurance policies, or from any other Person alleged to shall be responsible liable for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up Losses to the amount received by extent they arise out of or result from the Indemnified Party, net of any expenses incurred by ’s failure to use commercially reasonable efforts to mitigate such Indemnified Party in collecting such amountLosses. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under (a) Notwithstanding any other provision in this Article VIII is referred Agreement to as the “Indemnified Party”contrary, the Buyer Indemnitees and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party Seller Indemnitees shall not be entitled to be indemnified indemnification for breaches of representations and warranties pursuant to Section 8.2(B11.02(a)(i), Section 11.02(b)(i) or Section 8.3(B11.02(c) (“Warranty Breaches”), as the case may be, unless and until the aggregate amount of all Damages incurred by to the Indemnified Party Buyer Indemnitees or the Seller Indemnitees, respectively, with respect to Warranty Breaches exceeds $25,000 1.0% of the Purchase Price (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for), and then only to the Indemnifying Party shall only be liable and required to pay, extent such Damages in excess of exceed the Deductible; provided, however, provided that the limitation in this Section 8.4(A) Deductible shall not apply to Damages arising from a breach any claim based on fraud or willful misconduct of the representations and warranties in Sections 3.1Seller Companies, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 the Founder or the Group Companies. (Bb) The Seller Companies’ aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to maximum liability under Section 8.2(B11.02(a)(i) or and Section 8.3(B), as the case may be, 11.02(c) shall not exceed $2,300,000RMB167,200,000 (the “Seller Companies Cap”); provided, however, provided that the limitation in this Section 8.4(B) Seller Companies Cap shall not apply to Damages arising from a breach any claim based on fraud or willful misconduct of any Seller Company. Subject to Section 11.04(h), the sum of the representations Founder’s maximum liability under Section 11.02(b)(i) and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, the Group Companies’ maximum liability under Section 11.02(c) shall not exceed RMB136,800,000 (the “Group Companies Cap”); provided that the Group Companies Cap shall not apply to any claim based on fraud or 4.6 willful misconduct of the Founder or any Group Company. (Cc) Notwithstanding any other provision in this Agreement to the contrary, Seller, the Founder and the Group Companies party to this Agreement shall not be liable to, or indemnify the Buyer Indemnitees for any Damages (i) that are punitive (except to the extent constituting third party punitive claims), special, consequential, incidental or exemplary or similar to the foregoing or (ii) that are in the nature of lost profits. (d) From and after the Closing, (x) the rights of Buyer, Seller, and the other Indemnified Parties under this Article 11 shall be the sole and exclusive remedy of such Indemnified Parties with respect to any and all Damages suffered by an Indemnified Party arising out of or resulting from this Agreement, other than claims based on fraud or willful misconduct of the relevant party to this Agreement and (y) each party entitled to or seeking indemnification hereunder shall take all reasonable steps to mitigate all Damages after becoming aware of any event which could reasonably be expected to give rise to any Damages. (e) The amount of Damages incurred by any Indemnified Party subject to indemnification under Section 11.02 or Section 11.03 shall be reduced by calculated net of (i) amounts recovered or recoverable any Tax Benefit actually recognized by the Indemnified Party under applicable insurance policies on account of such Damages on or from any other Person alleged prior to be responsible thereforthe indemnification payment date (as determined in good faith by the Indemnified Party), and (ii) any Tax benefit realized or realizable reserves set forth in the Management Accounts relating to such Damages and (iii) any insurance proceeds (net of any costs associated therewith and any increases in insurance premium caused thereby) actually received by the Indemnified Party arising from on account of such Damages on or prior to the incurrence or indemnification payment of any such Damagesdate. In computing the amount of any such Tax benefit, the An Indemnified Party shall be deemed use its commercially reasonable efforts to fully utilize, at pursue full recovery under all insurance policies with respect to any Damages to the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damagessame extent as it would if such Damages were not subject to indemnification hereunder. If an Indemnified Party receives insurance proceeds in connection with Damages for which it has received indemnification, such party shall refund to the Indemnifying Party the amount of such insurance proceeds when received (net of any amounts under applicable increases in insurance policiespremium caused thereby), or from any other Person alleged up to be responsible for any damages, subsequent to the amount of indemnification received. If the Indemnified Party determines in good faith that it has received a Tax Benefit on account of such Damages after an indemnification payment by is made to it, the Indemnifying Party, then such Indemnified Party shall promptly reimburse pay to the Indemnifying Party for any payment Person or Persons that made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up the amount of such Tax Benefit at such time or times as and to the amount received extent that such Tax Benefit is recognized by the Indemnified Party, net up to the amount of indemnification received. Except to the extent such refund has been previously taken into account pursuant to the foregoing, in the event that a Buyer Indemnitee receives a partial or total refund of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable Taxes for which it has been indemnified under this Article VIII for 11, Buyer shall transfer that amount to Seller within 30 days of receipt. For purposes hereof, “Tax Benefit” shall mean any Damages arising out refund of any inaccuracy Taxes paid or reduction in or breach the amount of any of Taxes which otherwise would be owed by the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingIndemnified Party.

Limitations on Indemnification. The party making a claim under obligations of Purchaser and Seller to indemnify any Person pursuant to this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (Aa) The except as provided in Section 8.04(c), neither the Seller Indemnified Party Persons nor the Purchaser Indemnified Persons shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B)indemnification unless for any individual Indemnification Claim, as the case may be, unless and until the aggregate of all Damages Loss incurred by the Indemnified Party exceeds $25,000 Party, or Parties, seeking indemnification for such individual Indemnification Claim (the “DeductibleIndemnified Group”) andis in an amount greater than $10,000. If the applicable individual threshold set forth in the preceding sentence has been reached with respect to any individual Indemnification Claim by an Indemnified Group (or any member(s) thereof) against Seller or Purchaser, thereafteras applicable, the Indemnified Party Group shall only be entitled to payment for, and indemnification for the Indemnifying Party shall only be liable and required to pay, Damages in excess full amount of the Deductible; provided, however, that the limitation in Loss with respect to such Claim as provided pursuant to this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 .Article VIII; (Bb) The aggregate for purpose of indemnification hereunder, an Indemnification Claim’s gross amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable the net present value of any correlative insurance proceeds actually realized by the Indemnified Party under applicable to the extent such proceeds are not directly charged back to Indemnified Party and/or Indemnified Party’s future insurance policies or from any other Person alleged to be responsible therefor, premiums are not increased by such matter and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, proceeds the Indemnified Party receives from a Third Party for such claim; (c) notwithstanding the foregoing, the thresholds established by Section 8.04(a) shall be deemed not apply to fully utilize, at the highest marginal tax rate then in effect, all Tax items claims for indemnification arising from a breach of the incurrence representations, warranties and covenants in Section 3.02, Section 3.06, Section 3.12, Section 4.02, Section 4.06; the pro-rations requirements of Section 5.11 and Section 9.13; or payment the Remediation obligations of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountSection 8.01(a)(i). (Dd) Seller no Party shall not be liable under this Article VIII have liability for any Damages arising out lost business opportunities, loss of revenue, speculative or prospective profits or any inaccuracy in other special, incidental, consequential, exemplary, punitive or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closingindirect damages.

Limitations on Indemnification. The party making (a) Notwithstanding any provisions of this Agreement to the contrary, other than with respect to the Fundamental Representations and the Specified IP Representations, the Indemnifying Parties shall not have any liability or obligation under Section 8.1(a) (i) unless the aggregate liability for Losses suffered by the Indemnified Parties thereunder exceeds $300,000, in which case the Indemnified Parties shall be entitled to recover all Losses (subject to the other limitations herein). (b) Notwithstanding any provisions in this Agreement to the contrary, other than as provided for in clause (ii) of the proviso in Section 8.2(d), (i) the Indemnifying Parties’ aggregate liability and obligations under Section 8.1(a)(i), other than with respect to any inaccuracy or breach of a claim Fundamental Representation or the Specified IP Representations (such matters described in this clause (i) are referred to collectively as the “General Indemnification Matters”), shall be limited to recovery by the Indemnified Parties against the amount then available in the General Escrow Fund plus, to the extent claims for Fundamental Indemnification Matters that have been satisfied in accordance with this Agreement by reducing the General Escrow Fund on or prior to the Final Escrow Release Date (such reduction in the aggregate, the “Fundamental Matter Escrow Amount”), an additional amount equal to the Fundamental Matter Escrow Amount (it being understood, for the avoidance of doubt, that (x) all indemnification claims for General Indemnification Matters that are satisfied outside the General Escrow Fund (whether directly by the Equityholders or pursuant to the setoff rights in Section 8.6) shall be counted towards and reduce the Fundamental Matter Escrow Amount, and (y) claims for General Indemnification Matters shall still be subject, when viewed in the aggregate, to a cap equal to the aggregate amount of General Escrow Property placed in the General Escrow Fund prior to the expiration of the Final Escrow Period and prior to any reduction thereof, valuing the Parent Shares at the Parent Stock Price) and (ii) each Indemnifying Party’s aggregate liability and obligations under this Article VIII is shall not exceed the portion of the Merger Consideration actually received by such Indemnifying Party (in addition to the forfeiture of the portion of the Merger Consideration paid to the Indemnified Parties from the General Escrow Fund, the Designated Escrow Fund or through the exercise of the setoff rights set forth in Section 8.6) (with the Parent Shares being valued at the Parent Stock Price). All indemnification obligations under Section 8.1(a) that are not General Indemnification Matters or Specified IP Matters are referred to herein as “Fundamental Indemnification Matters”. The Specified IP Matters and the Fundamental Indemnification Matters are collectively referred to herein as the “Indemnified PartyDesignated Indemnification Matters.”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as (a) Notwithstanding the “Indemnified Party”foregoing provisions of Section 11.1, and (i) the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party Sellers shall not be entitled required to be indemnified pursuant to Section 8.2(Bindemnify the Buyer or any Buyer-Related Entities under Sections 11.1(a), 11.1(b) or Section 8.3(B), as the case may be, 11.1(c) unless and until the aggregate of all Damages incurred amounts for which an indemnity would otherwise be payable by the Indemnified Party Sellers under Sections 11.1(a), 11.1(b) and 11.1(c) exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the DeductibleBasket Limitation; provided, however, that if such Losses equal or exceed the limitation in this Section 8.4(ABasket Limitation, then Sellers’ liability for Losses under (A) Sections 11.1(a) and 11.1(b) shall not apply be for the entire amount thereof, subject to Damages arising from a breach of the representations Cap Limitation, and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B11.1(c) shall not apply be for the entire amount thereof, subject to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, Tax Cap Limitation and (ii) any Tax benefit realized or realizable by in no event shall the Indemnified Party arising from liability of the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection Seller with providing such indemnification payment up respect to the amount received by indemnification provided for in (A) Sections 11.1(a) and 11.1(b) exceed in the Indemnified Partyaggregate the Cap Limitation and (B) Section 11.1(c) exceed in the aggregate the Tax Cap Limitation, net of any expenses incurred by such Indemnified Party (iii) in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out the event the Buyer obtains knowledge of any inaccuracy in or breach of any representation, warranty, or covenant of the representations or warranties of Seller contained in this Agreement if (a “Buyer had actual knowledge of such inaccuracy or breach Waived Breach”) after the date hereof but prior to the Closing, and nonetheless proceeds with and consummates the Closing, then the Buyer and any Buyer-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article XI for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Buyer Waived Breach. Notwithstanding anything herein to the contrary, the Basket Limitation, the Cap Limitation, the Tax Cap Limitation and the Survival Period shall not apply to the Excluded Liabilities. (b) In no event shall the Buyer be entitled to seek or obtain consequential, special, punitive or exemplary damages against the Sellers. In no event shall the Sellers be entitled to seek or obtain consequential, special, indirect, punitive or exemplary damages against the Buyer.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject Notwithstanding anything to the following limitationscontrary in this Agreement: (Aa) Any claim under Section 8.2 or Section 8.3 or Article IX required to be made on or prior to the expiration of the applicable survival period set forth in Section 8.1 and not made on or prior to such expiration in accordance with Section 8.1 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 Section 8.1 and this Section 8.5 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 8.1 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. (i) The Indemnified Party Seller Indemnitees shall not be entitled to be indemnified recover from any Seller for any claim pursuant to Section 8.2(B8.2(a), Section 8.2(b) or Section 8.3(B), as the case may be, Article IX unless and until the aggregate such claim individually or a series of all Damages incurred by the Indemnified Party exceeds related claims involves Losses in excess of $25,000 (the “De Minimis Threshold”), it being understood that if such Losses do not exceed the De Minimis Threshold, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Seller Indemnitee’s indemnifiable Losses under Section 8.2(a), Section 8.2(b) or Article IX; (ii) the Seller Indemnitees shall not be entitled to recover from any Seller for any claims pursuant to Section 8.2(a)(ii) or Section 8.2(b)(ii) until the aggregate amount of the Seller Indemnitees indemnifiable Losses under Section 8.2(a)(ii) and Section 8.2(b)(ii) exceeds $4,500,000 (the “Deductible”) and), thereafterit being understood that if such Losses exceed the Deductible, the Indemnified Party Seller Indemnitees shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages indemnification for Losses under Section 8.2(a)(ii) or Section 8.2(b)(ii) in excess of the amount of the Deductible; provided, however, that (iii) the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate maximum amount of Damages indemnifiable Losses for which the Indemnifying Party a Seller may be liable pursuant to Section 8.2(B8.2(a)(ii) or and Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B8.2(b)(ii) shall not apply be an amount equal to Damages arising from such Seller’s proportion (determined in accordance with the Seller Proportions) of $34,000,000; and (iv) the maximum amount of indemnifiable Losses for which a breach Seller may be liable pursuant to Section 8.2 and Article IX shall be an amount equal to such Seller’s proportion (determined in accordance with the Seller Proportions) of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 Total Seller Payment. (Cc) Sellers shall not be required to indemnify or hold harmless any Seller Indemnitees against any Losses or Taxes to the extent the related liabilities were reflected in, reserved for or taken into account in the determination of Working Capital as of immediately prior to the Closing and reduced the Aggregate Common Equity Price accordingly, or Closing Date Indebtedness. (d) The amount of Damages incurred by any Indemnified Party Losses or Taxes for which indemnification is provided under this Article VIII or Article IX shall be reduced by (i) net of any amounts recovered or recoverable by the Indemnified Party under insurance policies, indemnity or contribution agreements, Contracts or otherwise with respect to such Losses (in each case, with a third party), as applicable insurance policies or from (it being agreed that if any other Person alleged such amounts are recovered by the Indemnified Party in 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 responsible thereforpromptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and (ii) 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. Any amount of Losses or Taxes for which reimbursement or indemnification is provided under this Agreement shall be determined net of any Tax benefit Benefit actually realized or realizable by the Indemnified Party arising from the incurrence or payment of any such DamagesLoss or Tax. In computing the amount of any such Tax benefit, the Indemnified Party Claims for Taxes shall be deemed made solely pursuant to fully utilizeArticle IX, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to and no claims therefor shall be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out VIII, in each case subject to the provisions of this Section 8.5. In the event of any inaccuracy conflict between this Article VIII and Article IX, the provisions of Article IX shall govern, in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior each case subject to the Closingprovisions of this Section 8.5.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as (a) Neither the “Indemnified Party”, Seller Group nor the Parent and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, Buyer shall be subject obligated to indemnify or hold harmless the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to other in respect of any Losses suffered, incurred or sustained by such party under Section 8.2(B7.02(a)(i) or Section 8.3(B7.03(a)(i), as the case may beapplicable, unless and until such Losses equal or exceed $100,000 in the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “DeductibleThreshold”) and, thereafter, (at which point such party will be obligated to indemnify the Indemnified Party shall only be entitled to payment for, other for the amount of such Losses from the first dollar) and neither the Seller Group nor the Parent and the Indemnifying Party Buyer shall only be liable and required obligated to pay, Damages indemnify the other for the amount of any Losses as a result of any breach or breaches under Section 7.02(a)(i) or Section 7.03(a)(i) in excess of $8,500,000 (the Deductible“Cap”); provided, however, that the limitation in this Section 8.4(A) Threshold and Cap shall not apply to Damages arising any Losses resulting from a (i) fraud on the part of such party, or (ii) any breach of or inaccuracy in any of the representations Fundamental Representations and warranties Parent Fundamental Representations, with respect to which the obligation to indemnify shall not be limited; provided further, however, that nothing in this Section 7.06 shall limit the obligation of the Seller Group to indemnify the Parent Indemnitees with respect to the items set forth in Sections 3.17.02(a)(ii), 3.2(iii), 3.7and (iv), 4.1, 4.2, 4.4, or4.6 and Section 7.02(b). (Bb) The aggregate Parent shall not be obligated to indemnify or hold harmless the Seller Group Indemnitees in respect of any Losses suffered, incurred or sustained by all the Seller Group Indemnitees under Section 7.03(a)(i) until such Losses equal or exceed the Threshold (at which point the Parent will be obligated to indemnify the Seller Group Indemnitees for the amount of Damages for which such Losses from the Indemnifying Party may be liable pursuant to Section 8.2(Bfirst dollar) or Section 8.3(B), as and the case may be, Parent shall not exceed $2,300,000be obligated to indemnify or hold harmless the Seller Group Indemnitees in respect of any Losses suffered, incurred or sustained by all the Seller Group Indemnitees as a result of any breach or breaches under Section 7.03(a)(i) in excess of the Cap; provided, however, that the limitation in this Section 8.4(B) Threshold and the Cap shall not apply to Damages arising any Losses resulting from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered fraud on the part of the Parent or recoverable by the Indemnified Party under applicable insurance policies Buyer or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized breach of or realizable by inaccuracy in any of the Indemnified Party arising from Parent Fundamental Representations, with respect to which the incurrence or payment of any such Damages. In computing Parent’s and the amount of any such Tax benefit, Buyer’s obligations to indemnify the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller Group Indemnitees shall not be liable under limited; provided further, however, that nothing in this Article VIII for any Damages arising out of any inaccuracy in or breach of any Section 7.06(b) shall limit the obligation of the representations or warranties of Parent and the Buyer to indemnify the Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior Group Indemnitees with respect to the Closingitems set forth in Sections 7.03(a)(ii), (iii), and (iv).

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject (a) Notwithstanding anything to the following limitationscontrary set forth in this Agreement: (Ai) The the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller Parties by the Purchaser Indemnified Party Parties pursuant to Section 6.3(a) (other than with respect to claims for inaccuracy or breach of Fundamental Reps or fraud) shall be Five Million Two Hundred Fifty Thousand and 00/100 Dollars ($5,250,000.00); (ii) other than in the case of fraud, in no event shall the aggregate amount of Losses for which the Seller Parties are obligated to indemnify the Purchaser Indemnified Parties under Section 6.3 exceed the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Purchaser Parties by the Seller Indemnified Parties pursuant to Section 6.2(a) (other than with respect to claims for inaccuracy or breach of Purchaser Fundamental Reps or fraud) shall be shall be Five Million Two Hundred Fifty Thousand and 00/100 Dollars ($5,250,000.00); (iv) other than in the case of fraud, in no event shall the aggregate amount of Losses for which the Purchaser Parties are obligated to indemnify the Seller Indemnified Parties under Section 6.2 exceed the Purchase Price; (v) the Seller Parties shall not be entitled liable to be indemnified any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 8.2(B6.3(a) (other than with respect to claims for inaccuracies in or breaches of the Fundamental Reps, fraud or a claim for indemnity for the failure described in Section 8.3(B6.3(d), as the case may be, ) unless and until the aggregate amount of all Damages incurred by indemnifiable Losses that may be recovered from the Indemnified Party Seller Parties equals or exceeds Two Hundred Twenty-Five Thousand and 00/100 Dollars ($25,000 225,000.00) (the “DeductibleBasket Amount”) and), thereafter, in which case the Indemnified Party Seller Parties shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages for all indemnifiable Losses in excess of the Deductible; provided, however, that Basket Amount; (vi) the limitation in this Section 8.4(A) Purchaser Parties shall not apply be liable to Damages arising from a breach any Seller Indemnified Party for any claim for indemnification pursuant to Section 6.2(a) (other than with respect to claims for inaccuracies in or breaches of Purchaser Fundamental Reps or fraud) unless and until the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party indemnifiable Losses that may be recovered from the Purchaser Parties equals or exceeds the Basket Amount, in which case the Purchaser Parties shall be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation for all indemnifiable Losses in this Section 8.4(B) shall not apply to Damages arising from a breach excess of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 .Basket Amount; (Cvii) The amount of Damages incurred by any no Indemnified Party shall be reduced by (i) amounts recovered or recoverable by entitled to recover any amount relating to any matter arising under one provision of this Agreement to the extent such Indemnified Party under applicable insurance policies (or from any other Person alleged Purchaser Indemnified Parties in the event of a Purchaser Indemnified Party, or other Seller Indemnified Parties in the event of a Seller Indemnified Party) has already recovered such amount with respect to be responsible therefor, and such matter pursuant to that or other provisions of this Agreement; (iiviii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the no Indemnified Party shall be deemed entitled to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of recover any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up Loss to the amount received by extent that the Indemnified Party, net Loss comprising a claim (or part thereof) with respect to such matter has been included in the calculation of any expenses incurred by such Indemnified Party in collecting such amount.the Closing Net Working Capital Adjustment; (Dix) Seller Parties shall not be liable to any Purchaser Indemnified Party for any claim for indemnification under this Article VIII VI for any Damages Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Seller Parties contained in this Agreement if Buyer any of the Purchaser Parties had actual knowledge Knowledge of such inaccuracy or breach prior to the Closing; and (b) in no event shall an Indemnifying Party have liability to the Indemnified Party for any consequential, special, incidental, punitive or exemplary damages, except if and to the extent any such damages are recovered against an Indemnified Party pursuant to a Third Party Claim. The parties acknowledge and agree that, following the Closing, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated hereby (other than claims arising from fraud or intentional or willful misconduct) shall be pursuant to the indemnification provisions set forth in this ARTICLE VI. In furtherance of the foregoing, each party hereby waives on its own behalf and (in the case of the Purchaser Parties, on behalf of the Purchaser Indemnified Parties and in the case of the Seller Parties, on behalf of the Seller Indemnified Parties) to the fullest extent permitted under Law, any and all claims it may have against any of the other parties or their Affiliates arising under or based upon this Agreement, any document or certificate delivered in connection herewith, any Law or otherwise, except pursuant to the indemnification provisions set forth in this ARTICLE VI. Nothing in this Section 6.4(b) shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Person’s fraudulent, intentional or willful misconduct.

Limitations on Indemnification. The party making a claim under this Article VIII is referred (a) Parent will not be required to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The indemnify any Purchaser Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B10.2(a)(i) or for any individual item where the Damages relating thereto for which Parent would otherwise be required to indemnify the Purchaser Indemnified Parties are less than $20,000 ("De Minimis Claims"). (b) Parent will not be required to indemnify the Purchaser Indemnified Parties pursuant to Section 8.3(B), as the case may be, 10.2(a)(i) unless and until the aggregate amount of Damages (including all Damages incurred by De Minimis Claims) for which Seller would otherwise be required to indemnify the Purchaser Indemnified Party Parties exceeds $25,000 (the “Deductible”) and500,000, thereafter, the Indemnified Party shall and in such case Seller will only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, indemnify the Purchaser Indemnified Parties for Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach first $500,000 of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 aggregate Damages. (Bc) The aggregate Notwithstanding anything contained herein to the contrary, the maximum amount of Damages for which Parent will be obligated to indemnify the Indemnifying Party may Purchaser Indemnified Parties under Section 10.2(a) (except with respect to, Section 10.2(a)(vi), Section 10.2(a)(viii), Transfer Taxes in accordance with Section 11.8 and fraud claims) will be liable $2,000,000 and will be satisfied solely by set-off pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 2.2 hereof. (Cd) The amount Notwithstanding anything contained herein to the contrary, the limitations in Section 10.3(a) and Section 10.3(b) will not be applicable to any right of Damages incurred by indemnification with respect to any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment breach of any such Damages. In computing the amount of any such Tax benefitrepresentation or warranty under Section 4.4, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policiesSection 4.5, or from with respect to any other Person alleged right of indemnification that is asserted under Sections 10.2(a)(ii) through (vii), even if such right to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountindemnity could also have been asserted under Section 10.2(a)(i). (De) Seller shall not be liable under this Article VIII Parent's obligations to indemnify any Purchaser Indemnified Party pursuant to Section 10.2(a)(i) for any Damages arising out of any inaccuracy in or breach of Section 4.20, will be further subject to the provisions of this Section 10.3(e): (i) Purchaser agrees that it will not, and will use commercially reasonable efforts to ensure that each of its Affiliates will not, directly or indirectly, communicate orally or in writing with any Governmental Authority relating to any actual or potential Environmental Liabilities for which Parent may be obligated to indemnify a Purchaser Indemnified Party under this Agreement; provided, that in the event (A) Purchaser believes in good faith that such communication is required by any law or (B) such communication is in response to a communication from a Governmental Authority, then Purchaser will notify Parent, to the extent practicable, in advance of making any such communication and will give Parent a reasonable period of time to either make such communication itself or to provide a written opinion that such communication is not legally mandated. (ii) Purchaser agrees that it will not, and will use its commercially reasonable efforts to ensure that its Affiliates will not, knowingly initiate or undertake any action (including any environmental investigation) that causes or exacerbates any Environmental Liabilities for which Parent may be obligated to indemnify a Purchaser Indemnified Party under this Agreement, except in circumstances where (A) Purchaser believes in good faith that such action is required by Environmental Laws or where inaction would place Purchaser in violation of Environmental Laws, (B) such action is required to comply with a communication from a Governmental Authority or (C) such action is taken in the normal course of business arising out of repairs, modifications, maintenance or construction activities that are conducted consistent with normal industrial practices; and provided, that, in all non-emergency situations, Purchaser will first have given Parent notice and a reasonable opportunity, to the extent practicable, to prevent or remedy the violation or other matter, it being the intent of the representations parties that Parent's indemnification obligations under Section 10.2(a) with respect to Environmental Liabilities will be limited to actions that are either required by Environmental Laws or warranties mandated by any Government Authority having jurisdiction or by other third-party claims. (iii) With respect to any audit, investigation, remediation, cleanup, removal action, corrective action or other similar action relating to any Hazardous Substance Release or contamination or to any correction or remedy of any violation of Environmental Laws (each, a "Remedial Action"), Parent will be deemed to have satisfied its obligation to indemnify a Purchaser Indemnified Party under Section 10.2(a) so long as the remedy (A) complies with applicable Environmental Laws, (B) is acceptable to the applicable Governmental Authority if approval by such Governmental Authority will be necessary, or, if no such approval is required, would reasonably be expected to be acceptable to an applicable Governmental Authority, and (C) is commercially reasonable and cost-effective based upon the Business of the Company as conducted at the time of the Closing Date; provided, that this Section 10.3(e)(iii) will not be construed as a waiver of any requirement that the party undertaking investigative or corrective action first obtain the approval of the Governmental Authority having jurisdiction over such matters; and provided, further, that Parent and Seller contained agree to use commercially reasonable efforts to avoid (X) unreasonable interference with the operations of any facility of the Company, or (Y) unreasonably restricting the ability to use any facility of the Company without the consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement if Buyer had Agreement, any costs incurred by or on behalf of Purchaser that are in excess of those reasonably required to meet applicable Environmental Law obligations and standards, including the requirements of any Governmental Authority, will be borne by Purchaser and will not be indemnified or reimbursed by Parent under this Agreement. (iv) With respect to any Environmental Liability for which a Purchaser Indemnified Party seeks any indemnification pursuant to Section 10.2(a), Parent will be entitled to control and appoint lead counsel and consultants at its own expense for any related defense, or investigation or other Remedial Action reasonably acceptable to Purchaser and Parent and its respective agents and designees will have the right, subject to Purchaser's consent pursuant to Section 10.3(e)(v), to enter the Real Property during normal business hours for the purpose of conducting any environmental inspection, audit, test, remediation, or for any other purpose deemed reasonably necessary by Parent and Seller to fulfill Parent's obligations under this Agreement; provided, that Parent will not unreasonably interfere with the normal business operations conducted by Purchaser at the Real Property, and Purchaser or its Affiliates will be entitled to participate in such defense, investigation or remedial action, for each case, at its own expense. Such participation will include: (A) receiving copies of all reports, work plans and analytical data submitted to Governmental Authorities, any other non-privileged documents and correspondence materially bearing on the Environmental Liability, and notices of material meetings, including all meetings with Governmental Authorities; (B) the opportunity to attend and participate in such material meetings; (C) the right of reasonable consultation with Parent and its consultants; and (D) the right to approve in writing in advance (which approval will not be unreasonably withheld or delayed) all budgets for the Environmental Liability (subject to Section 10.3(e)(iii)(C) above), all material contracts related thereto, the submission of any cleanup plan or any similar material action relating to the Environmental Liability and any amendment or modification thereof, and the acceptance of any consensual governmental orders or requirements. (v) With respect to any Environmental Liability for which Parent exercises its authority under Section 10.3(e)(iv) to control and appoint lead counsel or consultants, Parent will exercise its authority in good faith and in a responsible manner, and any activities conducted in connection therewith will be undertaken promptly and concluded as expeditiously and as economically as practicable using commercially reasonable efforts, subject to the schedules and approvals required by the applicable Governmental Authorities. The parties agree to reasonably cooperate with one another in connection with addressing any Environmental Liability for which any Purchaser Indemnified Party seeks any indemnification pursuant to Section 10.2(a). Parent will obtain Purchaser's prior consent by providing, where practicable, five Business Days' advance notice, before entering any Real Property in connection with Parent's exercise of its authority under Section 10.3(e)(iv) (which consent will not be unreasonably withheld or delayed). Either party may take such action as is reasonable under the circumstances to respond to an actual knowledge of such inaccuracy or breach threatened emergency or imminent endangerment situation arising from any Environmental Liability for which any Purchaser Indemnified Party seeks any indemnification pursuant to Section 10.2(a). (vi) Any claim subject to this Section 10.3(e) must be brought prior to eighteen months from the ClosingClosing Date. (f) To the extent that either Parent or Purchaser has been successful on the merits or otherwise in any action, suit or proceeding, including the defense thereof, regarding a dispute between such parties concerning their rights or obligations under this ARTICLE X, the non-successful party shall indemnify the successful party for any expenses (including attorneys' fees) actually or reasonably incurred by the successful party in connection therewith. (g) In case any event occurs which would otherwise entitle either party to assert a claim for indemnification hereunder, no Damages will be deemed to have been sustained by such party (i) to the extent of any Tax savings actually realized by such party with respect thereto or (ii) with respect to any matter or claim for which such party actually receives indemnification or other recovery from a third party, including an insurance company; provided, that if a party receives any insurance proceeds or other compensation, with respect to such matter or claim after having received any indemnification payment pursuant to this Agreement with respect to such matter or claim, such party will promptly refund and pay to the other party an amount equal to such insurance proceeds, payment or benefit; provided, further, that each party will use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) An Indemnifying Party will not be liable under this ARTICLE X for consequential damages, special damages, incidental damages, indirect damages, punitive damages, damages consisting of business interruption or lost profits, except that Parent or Seller will be liable for Damages that consist of lost profits to the extent caused directly by a willful breach by Seller or Parent of the covenants set forth in Section 7.10 or Section 8.7 hereof. (i) To the extent that Parent discharges any claim for indemnification hereunder, Parent will be subrogated to all related rights of Purchaser against third parties. (j) Each Indemnified Party will be obligated to use commercially reasonable efforts to mitigate Damages upon and after becoming aware of any event which could reasonably be expected to give rise to such Damages.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (Aa) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the No Indemnifying Party shall only be liable and required to pay, Damages in excess of indemnify an Indemnified Party hereunder except to the Deductible; provided, however, extent that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Indemnified Party may be liable is otherwise entitled to indemnification pursuant to Section 8.2(B15 hereof exceeds $100,000 (the "Minimum Amount") or Section 8.3(B)(it being understood and agreed that the Minimum Amount is intended as an aggregate deductible, as and the case may beSeller and the Members collectively on the one hand, and the Buyer and SFX collectively on the other hand, shall not exceed $2,300,000; provided, however, that be liable collectively for the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount Minimum Amount of Damages incurred by any Indemnified Party shall be reduced by for which the others are otherwise entitled to indemnification). Notwithstanding the foregoing, (i) amounts recovered or recoverable any Damages suffered by the Indemnified Party under applicable insurance policies or Buyer arising from any other Person alleged to be responsible thereforbreach by the Seller of the representation and warranty contained in Section 6.12 hereof, and (ii) any Tax benefit realized or realizable Damages suffered by the an Indemnified Party arising from the incurrence or payment any breach by an Indemnifying Party of any such Damages. In computing covenant or obligation under this Agreement (including, without limitation, the obligations of the Buyer and SFX under Sections 15.2(b), 15.2(c) and 17 hereof, and the obligations of the Seller and the Members under Section 15.1(b) hereof), shall be indemnified in their entirety and shall not be subject to the Minimum Amount deductible. (b) Subject to paragraphs (c) and (d) below, notwithstanding anything to the contrary set forth in this Section 15, the aggregate amount of Damages payable by the Seller and the Members pursuant to Section 15 hereof with respect to all claims for indemnification shall not exceed five percent (5%) of the entire Purchase Price paid to the Seller, except with respect to claims relating to (i) any breach of the representation and warranty contained in Section 6.12 hereof, and (ii) the Excluded Assets, which shall be limited to the entire Purchase Price paid to the Seller (as the same may be reduced by the amount of any such Tax benefitDamages paid by the Seller and the Members to the Buyer under this Section 15), and shall not be subject to the limitations set forth in this Section 15.4(b). (c) Notwithstanding anything to the contrary set forth in this Section 15, the maximum liability of any Member with respect to any claim by the Buyer for Damages shall be such Member's Pro Rata Share (as hereinafter defined) of the aggregate liability of the Seller and all of the Members, as specifically provided in Section 15.4(b) hereof, with respect to such claim. For purposes hereof, a Member's "Pro Rata Share" shall be the percentage set forth opposite such Member's name on Schedule B hereto. (d) Notwithstanding anything to the contrary set forth in this Section 15, no action or claim for Damages pursuant to this Section 15 shall be brought or asserted by an Indemnified Party against an Indemnifying Party after the first anniversary of the Closing Date, except for (i) any action or claim for Damages brought by the Buyer against the Seller or the Members arising from or with respect to (A) any breach of the representation and warranty contained in Section 6.12 hereof, and (B) the Excluded Assets, or (ii) any action or claim for Damages brought by the Seller and/or the Members against the Buyer or SFX arising from or with respect to (A) the Buyer's conduct of the Business or use of the Acquired Assets from and after the Closing Date, (B) the Assumed Obligations or (C) SFX's and the Buyer's obligations under Section 17 hereof, all of which actions or claims set forth in clauses (i) and (ii) above may be brought until the expiration of the applicable statutes of limitation. (e) All Damages paid by the Seller and the Members to the Buyer under this Section 15 shall be deemed to fully utilizepayable, at the highest marginal tax rate then option of the Seller and the Members, in effectcash and shares of Class A Stock pro rata in accordance with the relative proportion of the Cash Portion to the Stock Portion. For purposes hereof, all Tax items arising from each share of Class A Stock paid to the incurrence or Buyer by the Seller and the Members as aforesaid shall be valued at the fair market value thereof as of the time the payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged thereof is finally determined to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up owing to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable Buyer under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingSection 15.

Limitations on Indemnification. The (a) No Equityholder shall have any liability under Section 8.2(a)(i) unless the aggregate amount of Losses incurred by the Parent Indemnified Parties and indemnifiable pursuant to Section 8.2(a)(i) exceeds an amount equal to Three Hundred Thousand Dollars ($300,000) (the “Threshold”) and, in such event, the Equityholders shall be required to pay, subject to all of the limitations set forth in this Section 8.4, the amount of all Losses; provided that the Threshold shall not apply to Losses related to fraud or the failure to be true and correct of any of the Company Fundamental Representations. (b) Parent shall not have any liability under Section 8.2(b)(i) unless the aggregate amount of Losses incurred by the Equityholder Indemnified Parties and indemnifiable pursuant to Section 8.2(b)(i) exceeds an amount equal to the Threshold and, in such event, Parent shall be required to pay, subject to all of the limitations set forth in this Section 8.4, the amount of all Losses; provided that the Threshold shall not apply to Losses related to fraud or the failure to be true and correct of any of the Parent Fundamental Representations. (c) No Losses shall be recoverable by the Parent Indemnified Parties under Section 8.2(a)(i) in excess of an amount equal to Three Million Dollars ($3,000,000) (the “Cap”); provided that the Cap limitation shall not apply to Losses related to fraud or the failure to be true and correct of any of the Company Fundamental Representations. (d) No Losses shall be recoverable by the Equityholder Indemnified Parties under Section 8.2(b)(i) in excess of the Cap; provided that the Cap limitation shall not apply to Losses related to fraud or the failure to be true and correct of any of the Parent Fundamental Representations. (e) No Parent Indemnified Parties shall make any claim for, or have any right to, indemnification under Section 8.2(a) in connection with any failure or breach of any representation, warranty, covenant or agreement otherwise subject to indemnification thereunder unless such claim for indemnification is made prior to the expiration or termination of such representation, warranty, covenant or agreement pursuant to Section 8.1 other than claims made prior to such expiration or termination and are pending as of such expiration or termination. (f) Solely for purposes of calculating the amount of Losses that are subject to indemnification pursuant to this Article VIII based upon, attributable to or resulting from the failure or breach of any representation, warranty, covenant or agreement contained in this Agreement, any materiality or Company Material Adverse Effect qualifications in such representation, warranty, covenant or agreement shall be disregarded. Any materiality or Company Material Adverse Effect qualifications in any representation, warranty, covenant or agreement contained in this Agreement shall be given full force and effect for purposes of determining whether there has been any failure or breach of such representation, warranty, covenant or agreement that entitles an indemnified party making to make a claim for indemnification under this Article VIII. (g) After the Closing, the Equityholders shall have no right of contribution or other recourse against PDI, Parent or the Surviving Corporation or its respective directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any breach of any representation, warranty, covenant or agreement of the Company, it being acknowledged and agreed that the covenants and agreements of the Company, to the extent they are required to be performed prior to or at the Closing, are solely for the benefit of Parent Indemnified Parties. (h) For the avoidance of doubt, there shall be no liability in connection with any claim for indemnification under this Article VIII is referred by any Parent Indemnified Party with respect to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject any matter to the following limitations: extent that such matter has already been taken into account and reflected in full in calculating the Purchase Price Adjustment in accordance with Article III (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless it being understood and until the aggregate of all Damages incurred agreed by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, parties that the limitation their intent in this Section 8.4(A8.4(h) shall not apply is to Damages arising from a breach of agree to avoid duplicative claims or adjustments for the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 same Losses). (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, (i) Any indemnity payment hereunder shall be subject limited to the following limitations: (A) The extent of the actual loss or damage suffered by the Indemnified Party (but shall not be entitled grossed up to be indemnified pursuant to Section 8.2(B) offset any federal or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages state income taxes incurred by the Indemnified Party exceeds $25,000 (in connection with the “Deductible”receipt of such indemnity payment) and, thereafter, and shall be reduced by the amount of any recovery by the Indemnified Party from any third party, including any insurer. No such indemnity payment shall only be reduced by the amount of any tax benefits received. (ii) With respect to breaches of the representations and warranties herein, no party shall be entitled to payment for, indemnification hereunder unless and until the Indemnifying Party shall only be liable and required to pay, Damages amount for which indemnification is owing exceeds $50,000 in excess of the Deductibleaggregate for all such matters; provided, however, that if such amount exceeds $50,000 the limitation Indemnifying Party shall be liable to the Indemnified Party for the entirety of the amount and not just that portion in excess of $50,000. (iii) The aggregate liability of an Indemnifying Party pursuant to this Section 8.4(A) 9 shall not apply be limited to Damages arising from a breach $600,000 (as may be adjusted pursuant to Section 5.16, plus any gross up amounts necessary to offset taxes as provided in Section 9.4(c)(i)), provided that there shall be no limit on liability with respect to liabilities assumed by an Indemnifying Party pursuant to this Agreement or with respect to breaches of covenants contained in Sections 2.4, 3.3, 3.4, 5.3, 5.11, 10.1 and 10.2 or the representations and warranties contained in Sections 3.1Section 4.20). Each party hereto acknowledges and agrees that, 3.2after the Closing, 3.7notwithstanding any other provision of this Agreement to the contrary, 4.1such party's sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement and the transactions contemplated herein shall be in accordance with, 4.2and be limited by, 4.4, or4.6 . (B) The aggregate amount the provisions set forth in this Section 9. No party shall be entitled to indemnification hereunder for any claim arising from the breach by the other party of Damages for which its representations and warranties unless asserted against the Indemnifying Party may be liable pursuant to Section 8.2(B) on or Section 8.3(B)before 5:00 p.m., as Dallas, Texas time on the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach first anniversary of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 Closing Date. (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred With respect to as the “Indemnified Party”, and the party indemnification claims brought against whom such claims are asserted is referred as the “any Unitholder Indemnifying Party pursuant to Section 5.2(a) hereof: (a) Each Unitholder Indemnifying Party”. The indemnification ’s maximum aggregate liability to the Purchaser Indemnified Parties under Section 5.2(a)(i) (other than with respect to claims based upon breaches of the Fundamental Representations, the IP Representations and/or Fraud) shall be limited to such Unitholder Indemnifying Party’s proportionate share (based on such Unitholder Indemnifying Party’s Percentage) of the Indemnity Escrow Amount; provided, that with respect to claims based upon breaches of the Fundamental Representations, each Unitholder Indemnifying Party’s maximum aggregate liability to the Purchaser Indemnified Parties shall be the total aggregate proceeds actually received by such Unitholder Indemnifying Party in connection with the transactions contemplated by this Agreement; provided for further, that with respect to claims based upon breaches of the IP Representations, each Unitholder Indemnifying Party’s maximum aggregate liability to the Purchaser Indemnified Parties shall be 33% of the total aggregate proceeds actually received by such Unitholder Indemnifying Party in connection with the transactions contemplated by this Agreement; provided further, that with respect to claims based upon Fraud by the Company or a Unitholder, each Unitholder Indemnifying Party’s liability shall not be limited. (b) Other than in respect of Fraud, each Unitholder Indemnifying Party’s maximum aggregate liability to the Purchaser Indemnified Parties under Sections 5.2(a)(ii)-(iii) shall be the total aggregate proceeds actually received by such Unitholder in connection with the transactions contemplated by this Agreement. (c) Other than in respect of Fraud, each Unitholder Indemnifying Party’s maximum aggregate liability to the Purchaser Indemnified Parties under Section 5.2(a)(v) shall be the sum of, as of the date of an Election Notification, (i) such Unitholder Indemnifying Party’s proportionate share (based on such Unitholder Indemnifying Party’s Percentage) of the remaining Indemnity Escrow Amount and (ii) the dollar value (in accordance with the methodology set forth in Section 8.2 and Section 8.35.6(d)), as of the case Equity Consideration that may be, but has not yet been, issued to such Unitholder Indemnifying Party in accordance with Section 4.3. (d) The Purchaser Indemnified Parties shall not have the right to be indemnified under Section 5.2(a)(i) (excluding with respect to the Fundamental Representations or Fraud) unless and until the Purchaser Indemnified Parties shall have incurred, on a cumulative basis following the Closing, Losses in excess of $450,000 (the “Deductible”). (e) The amount of any Losses for which indemnification is provided under this Section 5 shall be subject net of any insurance proceeds actually recovered by any Purchaser Indemnified Party with respect to such matter (net of any direct, out-of-pocket expenses reasonably incurred by such Purchaser Indemnified Party in collecting such amount, any applicable deductions or retentions or similar costs, payments or increased premiums (to the following limitations:extent such expenses are not reimbursed by the insurer under such policy of insurance)). A Purchaser Indemnified Party shall use commercially reasonable efforts to seek recovery under all insurance policies covering any Losses. In the event that any insurance proceeds are received by a Purchaser Indemnified Party after payment of an indemnity claim by a Purchaser Indemnified Party hereunder, the Purchaser Indemnified Party shall promptly pay the amount of such proceeds or other recoveries (net of any direct, out-of-pocket expenses reasonably incurred by such Purchaser Indemnified Party in collecting such amount, any applicable deductions or retentions or similar costs, payments or increased premiums (to the extent such expenses are not reimbursed by the insurer under such policy of insurance)) to the Indemnifying Party to the extent of the Indemnifying Party’s prior payment. (Af) The Indemnified Party shall may not be entitled to be indemnified pursuant to recover any duplicative Losses in respect of a single set of facts or circumstances, regardless of whether multiple claims are asserted under Section 8.2(B5.2(a) or Section 8.3(B5.2(b) in respect of more than one warranty or representation in this Agreement or whether such facts or circumstances would give rise to a breach of more than on warranty or representation in this Agreement. The Indemnified Party may not assert any claim under Section 5.2(a) or Section 5.2(b), as the case may be, unless for any Losses in the event and until to the aggregate of all Damages incurred by extent the Indemnified Party exceeds $25,000 (has already received recovery of such item as a result of final determination of the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, Adjustment Statement and the Indemnifying Party shall only be liable post-Closing adjustment to the Closing Purchase Price in accordance with Section 1.11 (or through prior payment under Section 4.1(b). (g) Notwithstanding anything to the contrary contained herein, no limitations (including any survival limitations and required to pay, Damages in excess of the Deductible; provided, however, that the limitation other limitations set forth in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B5), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation qualifications or procedures in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party Agreement shall be deemed to fully utilize, at limit or modify the highest marginal tax rate then in effect, all Tax items arising from ability of the incurrence Purchaser or payment of any Damages. If an other Purchaser Indemnified Party receives to make claims under or recover under the R&W Insurance Policy, it being understood that any amounts matter for which there is coverage available under applicable insurance policies, or from any other Person alleged to the R&W Insurance Policy shall be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up subject to the amount received by terms, conditions and limitations, if any, set forth in the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountR&W Insurance Policy. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “(a) An Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to have any liability under Section 8.2(B10.2(b), Section 10.2(c), Section 10.3(b) or Section 8.3(B), as the case may be, 10.3(c) unless and until the aggregate amount of all Damages Losses incurred by the Indemnified Party and indemnifiable thereunder arising out of, resulting from, related to or associated with the breach of the representations, warranties, covenants or agreements exceeds $25,000 100,000 (the “DeductibleBasket”) and, thereafterin any event (except with regard to Buyer’s obligations to pay the Purchase Price), only the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, aggregate amount of such Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) Basket shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 be indemnifiable hereunder. (Bb) The Neither Seller nor Buyer shall be required to indemnify any person under Section 10.2(b), Section 10.2(c), Section 10.3(b) or Section 10.3(c) for an aggregate amount of Damages for which exceeding $5,000,000 (the Indemnifying Party may be liable pursuant to Section 8.2(B“Cap”) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up Damages related to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations representations, warranties, covenants or warranties agreements of Seller or Buyer, respectively. (c) An Indemnifying Party shall not have any liability under Section 10.2(b), Section 10.2(c), Section 10.3(b), or Section 10.3(c) (except with regard to Buyer’s obligations to pay the Purchase Price) for any Damages unless an Indemnified Party shall have delivered to the Indemnifying Party a claim in accordance with the provisions of this Article X and identifying such Damages (and stating in reasonable detail the basis of the claim for indemnification and the Section or Sections of this Agreement providing for such indemnification with regard to such Damages) prior to the termination of the Survival Period. (d) For purposes of indemnification, qualifications in the representations, warranties, covenants and agreements contained in this Agreement if Buyer had actual knowledge as to “materiality” or “Material Adverse Effect” shall be given no effect in determining the amount of such inaccuracy any Loss incurred as a result of breach of a representation, warranty, covenant or breach prior to the Closingagreement in this Agreement.

Limitations on Indemnification. The party making a (a) No person included in the Purchasers' Indemnified Group shall be entitled to any recovery with respect to any claim for indemnification under this Article VIII is referred Agreement or the Tax Deed of Covenant in respect of any such claim arising from any single circumstance or series of related circumstances if the amount of such claim (excluding interest, costs and expenses) does not exceed $20,000; provided that claims relating to as a series of related circumstances shall be aggregated for this purpose; (b) No person included in the “Purchasers' Indemnified Party”, and Group shall be entitled to recover with respect to any claim for indemnification under this Agreement or the party against whom Tax Deed of Covenant until the aggregate amount of all such claims are asserted is referred as exceeds $750,000 (the “Indemnifying Party”. The indemnification provided for BASKET), in Section 8.2 and Section 8.3which event the Purchasers' Indemnified Group shall, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not other provisions of this Section 2.3.5 be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B)such indemnification for all amounts, as the case may be, unless and until the aggregate of including all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess amounts forming any part of the DeductibleBasket; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 .and (Bc) The aggregate amount of Damages for which Liability of the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B)Vendors' Guarantor, as US Vendor, Canadian Vendor and any other member of Vendors' Group under this Agreement, the case may be, Tax Deed of Covenant and the Non-North American Agreements shall not exceed $2,300,000; provided(pound)160 million (the CAP), however, it being understood that any Liabilities for indemnification arising under Section 2.3.2(e) of this Agreement or Clause 11.4 of the limitation in this Section 8.4(B) Non-North American Sale and Purchase Agreement shall not apply be applied against the Cap but shall only be applied against and shall be limited to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 Contract Cap (as defined below). (Cd) The amount Any term or provision of Damages incurred by any Indemnified Party shall be reduced by this Section 2.3.5 to the contrary notwithstanding, (i) amounts recovered no provision of clauses (a), (b) or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged (c) of this Section 2.3.5 shall apply to be responsible therefor, and (iix) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.any

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims Rights of indemnification hereunder are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (Aa) The AAM shall not be entitled to indemnification hereunder with respect to any Indemnifiable Claim if AAM's Damages relating to such Indemnifiable Claim are less than $300,000 (the "Excluded Amount"); (b) Notwithstanding anything to the contrary in subparagraph (a) above, AAM shall be entitled to indemnification hereunder, if and to the extent that (i) the amount of any Damages asserted against, resulting to, imposed upon, or incurred or suffered by AAM with respect to any Indemnifiable Claim is equal to or in excess of the Excluded Amount (a "Permissible Claim"), and (ii) that aggregate of all Damages with respect to a Permissible Claim (or, if more than one Permissible Claim is asserted, with respect to all Permissible Claims) equals or exceeds $3,000,000, in which event the indemnity provided for in Section I hereof shall be effective with respect to all of such Damages relating to Permissible Claims. (c) Notwithstanding anything to the contrary in subparagraphs (a) or (b) above, the limitations set forth in subparagraphs (a) and (b) above shall not apply with respect to Indemnifiable Claims under Sections 4.1.4, 10.7, 10.8, or 10.9 or Section V of the Asset Purchase Agreement. (d) If, prior to the termination of any obligation to indemnify as explicitly provided in the Asset Purchase Agreement, written notice of a claimed breach is given by the party seeking indemnification including in detail the basis therefor (the "Indemnified Party") to the party from whom indemnification is sought (the "Indemnifying Party") or a suit or action based upon a claimed breach is commenced against the Indemnifying Party, the Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) precluded from pursuing such claimed breach or Section 8.3(B)suit or action, as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and or from recovering from the Indemnifying Party shall only be liable and required to pay(whether through the courts or otherwise) on the claim, Damages in excess suit or action, by reason of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 termination otherwise provided for above. (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim Parties’ respective rights to indemnification under this Article VIII VII are subject to the following limitations: (a) No Lincoln Electric Indemnified Party, on the one hand, or any Shareholder Indemnified Party, on the other hand, shall be entitled to indemnification hereunder with respect to an Indemnifiable Claim pursuant to Section 7.2(a)(i) or Section 7.2(b)(i), as applicable (or, if more than one such Indemnifiable Claim is referred asserted, with respect to all such Indemnifiable Claims), unless the aggregate amount of Damages with respect to such Indemnifiable Claim or Claims of all Lincoln Electric Indemnified Parties or Shareholder Indemnified Parties, as the case may be, exceeds $500,000 (the “Threshold”), in which event such Lincoln Electric Indemnified Party or Shareholder Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject entitled to indemnification hereunder for all Damages with respect to all of its Indemnifiable Claims without regard to the following limitations: (A) The Indemnified Party shall not be entitled Threshold. Furthermore, the maximum aggregate liability of the Shareholders with respect to be indemnified all Indemnifiable Claims pursuant to Section 8.2(B7.2(a)(i) and the maximum aggregate liability of Lincoln Electric with respect to all Indemnifiable Claims pursuant to Section 7.2(b)(i) shall be fifty percent (50%) of the Aggregate Consideration (the “Cap”). Notwithstanding the above, any Damages with respect to an Indemnifiable Claim of any Lincoln Electric Indemnified Party or Section 8.3(B)Shareholder Indemnified Party, as the case may be, unless arising from (x) any breach or inaccuracy of any Unlimited Representation or (y) any Controlled Group Liability, in each case shall not be subject to or applied toward the Threshold or the Cap, and until such Lincoln Electric Indemnified Party shall be entitled to indemnification for the aggregate entire amount of all said Damages incurred without regard to the Threshold or Cap. (b) The indemnification obligations of the parties with respect to any Indemnifiable Claims pursuant to Section 7.2(a)(i), Section 7.2(b)(i) and Section 7.2(c)(i), as applicable, shall terminate upon the second anniversary of the Closing Date, except that: (i) The following indemnification obligations shall continue indefinitely: (A) those of the Principal Shareholders with respect to any inaccuracy or breach of any representation or warranty set forth in Section 3.3 (Authority), Section 3.4 (Capitalization), the second sentence of Section 3.11(a) (Title to the Proprietary Rights), the first two sentences of Section 3.12(a) (Title to Property), and Section 3.12(d) (Rights of First Refusal); (B) those of the Shareholders with respect to any inaccuracy or breach of any representation or warranty set forth in Section 3A.1 (Authority) and Section 3A.2 (Capitalization; Title to Shares); and (C) those of Lincoln Electric with respect to any inaccuracy or breach of any representation or warranty set forth in Section 2.2 (Authority) (collectively, the “Unlimited Representations”); and (ii) The indemnification obligations of the Shareholders with respect to any inaccuracy or breach of any representation or warranty set forth in Section 3.9 (Taxes), Section 3.13 (Environmental Matters) and Section 3.16 (Employee Benefits) shall terminate ninety (90) days after the expiration of the statutes of limitation applicable to the items contained therein. (c) The indemnification obligations of the Shareholders with respect to Section 7.2(a)(iii) shall terminate upon the sixth anniversary of the Closing Date. (d) The foregoing provisions of this Section 7.3 notwithstanding, if, prior to the termination of any obligation to indemnify, written notice of a claimed breach or other occurrence or matter giving rise to a claim of indemnification is given by the Indemnified Party exceeds $25,000 party seeking indemnification (the “DeductibleIndemnified Party”) andto the party from whom indemnification is sought (the “Indemnifying Party”), thereafteror a suit or action based upon a claimed breach is commenced against the Indemnifying Party, the Indemnified Party shall only not be entitled to payment forprecluded from pursuing such claimed breach, and occurrence, other matter, or suit or action, or from recovering from the Indemnifying Party shall only be liable and required to pay(whether through the courts or otherwise) on the claim, Damages in excess suit or action, by reason of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 termination otherwise provided for above. (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making (a) Notwithstanding any provisions of this Agreement to the contrary, other than with respect to the Fundamental Representations and the Specified IP Representations, the Indemnifying Parties shall not have any liability or obligation under Section 8.1(a)(i) unless the aggregate liability for Losses suffered by the Indemnified Parties thereunder exceeds $300,000, in which case the Indemnified Parties shall be entitled to recover all Losses (subject to the other limitations herein). (b) Notwithstanding any provisions in this Agreement to the contrary, other than as provided for in clause (ii) of the proviso in Section 8.2(d), (i) the Indemnifying Parties’ aggregate liability and obligations under Section 8.1(a)(i), other than with respect to any inaccuracy or breach of a claim Fundamental Representation or the Specified IP Representations (such matters described in this clause (i) are referred to collectively as the “General Indemnification Matters”), shall be limited to recovery by the Indemnified Parties against the amount then available in the General Escrow Fund plus, to the extent claims for Fundamental Indemnification Matters that have been satisfied in accordance with this Agreement by reducing the General Escrow Fund on or prior to the Final Escrow Release Date (such reduction in the aggregate, the “Fundamental Matter Escrow Amount”), an additional amount equal to the Fundamental Matter Escrow Amount (it being understood, for the avoidance of doubt, that (x) all indemnification claims for General Indemnification Matters that are satisfied outside the General Escrow Fund (whether directly by the Equityholders or pursuant to the setoff rights in Section 8.6) shall be counted towards and reduce the Fundamental Matter Escrow Amount, and (y) claims for General Indemnification Matters shall still be subject, when viewed in the aggregate, to a cap equal to the aggregate amount of General Escrow Property placed in the General Escrow Fund prior to the expiration of the Final Escrow Period and prior to any reduction thereof, valuing the Parent Shares at the Parent Stock Price) and (ii) each Indemnifying Party’s aggregate liability and obligations under this Article VIII is shall not exceed the portion of the Merger Consideration actually received by such Indemnifying Party (in addition to the forfeiture of the portion of the Merger Consideration paid to the Indemnified Parties from the General Escrow Fund, the Designated Escrow Fund or through the exercise of the setoff rights set forth in Section 8.6) (with the Parent Shares being valued at the Parent Stock Price). All indemnification obligations under Section 8.1(a) that are not General Indemnification Matters or Specified IP Matters are referred to herein as “Fundamental Indemnification Matters”. The Specified IP Matters and the Fundamental Indemnification Matters are collectively referred to herein as the “Indemnified PartyDesignated Indemnification Matters.”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. (a) The Seller Indemnifying Parties shall not have any liability under Section 8.1(a)(i) hereof unless the aggregate amount of indemnifiable Losses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty of any Seller to be true and correct exceeds $500,000 (the "Threshold Amount") ---------------- and, in such event, the Seller Indemnifying Parties shall be required to pay the entire amount of such Losses in excess of the Threshold Amount; provided, -------- however, that Losses finally determined to arise thereunder based upon, ------- attributable to or resulting from the failure of any representation or warranty set forth in Sections 4.2, 4.3, and 4.6, Section 4.10 (to the extent the failure of such representations and warranties relates to federal or state income Taxes), the first sentence of Section 4.12(b), and Section 4.26 hereof to be true and correct shall not be subject to the foregoing limitation and shall be indemnified pursuant to this Article VIII even if less than the Threshold Amount. (b) The Purchasers shall not have any liability under Section 8.1(b)(i) hereof unless the aggregate amount of indemnifiable Losses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, exceeds Threshold Amount and, in such event, the indemnifying party making shall be required to pay the entire amount of such Losses in excess of the Threshold Amount; provided, however, that Losses finally determined to arise -------- ------- thereunder based upon, attributable to or resulting from the failure of any representation or warranty set forth in Sections 5.2, 5.6 and 5.7 hereof to be true and correct shall not be subject to the foregoing limitation and shall be indemnified pursuant to this Article VIII even if less than the Threshold Amount. (c) The maximum amount of Losses for which each Stockholder of SMSV (other than LPC and DC) shall be liable under Section 8.1 of this Agreement shall not exceed $3,000,000 in the aggregate. The maximum amount of Losses for which each Stockholder of Rylan (other than LPC and DC) shall be liable under Section 8.1 of this Agreement shall not exceed that portion of the Rylan Purchase Price, as adjusted pursuant to Article II hereof, paid to such Stockholder. The maximum amount of Losses for which all of the Seller Indemnifying Parties shall be liable pursuant to Section 8.1(a)(i) of this Agreement in respect of the failure of any representation or warranty relating exclusively to Local Taxes to be correct shall not exceed $2,000,000 less any ---- Losses attributable to Local Taxes that have been counted toward satisfying the Threshold Amount for the Seller Indemnifying Parties pursuant to paragraph (a) of this Section 8.3. The maximum amount of Losses for which all of the Seller Indemnifying Parties shall be liable pursuant to paragraph (a) of Section 8.1 of this Agreement (including the Losses described in the preceding sentences of this Section 8.3(c)) shall not exceed $65,000,000 in the aggregate. The maximum amount of Losses for which the Purchasers shall be liable pursuant to paragraph (b) of Section 8.1 of this Agreement shall not exceed $65,000,000 in the aggregate. It is understood that nothing in this Section 8.3(c) shall impose a limit on indemnification obligations pursuant to Section 8.6 (except to the extent otherwise expressly set forth therein). (d) The parties further agree in the event a Claim for which indemnification is provided under Section 8.1 appears to be an insured claim under the Polices (as defined in Section 6.11), the Purchasers and the Representative shall jointly present such Claim to the appropriate insurance carriers for defense and coverage and the parties shall cooperate in connection therewith and otherwise exercise the rights available under the Policies with respect to such Claim with a view toward maximizing the insurance recoveries in respect thereof; it being understood and agreed that (i) the presentment of such Claim to the other parties and such insurance carriers shall constitute notice of such Claim to the indemnifying party for purposes of Section 8.2 hereof, (ii) none of the URI Indemnified Parties shall under any circumstances be required to threaten or institute any legal proceedings against any such insurance carrier or any other Person for purposes of obtaining the purported benefits or coverage under any of the Policies before proceeding against the Sellers under this Article VIII is referred and (iii) nothing in this Section shall be deemed to as relieve the “Sellers from any of their obligations (which are absolute) to indemnify and hold harmless the URI Indemnified Party”Parties in accordance with this Article VIII in the event any such insurance carrier disputes or denies its obligation to defend against and insure any such Claim or portion thereof or otherwise fails to so defend or insure within a commercially reasonable period of time following its receipt of the parties' request for coverage in respect thereof. If the Sellers actually indemnify the URI Indemnified Parties for any such Claim pursuant to this Article VIII, and the party against whom such claims are asserted is referred as Sellers shall be subrogated to the “Indemnifying Party”rights of the URI Indemnified Parties under the Policies to the extent of the amounts so indemnified. The indemnification provided parties further agree that any Loss for in Section 8.2 and Section 8.3which the Sellers or the Purchasers, as the case may be, shall be subject liable to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to indemnify under Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party 8.1 shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment net of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount recoveries actually received by the Indemnified Party, net of any expenses incurred by such Indemnified Party indemnified party under the Policies in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge respect of such inaccuracy or breach prior to the ClosingLoss.

Limitations on Indemnification. The party making a claim under this Article VIII is referred (a) Seller shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Sections 5.1 or 5.2 (as the “Indemnified Party”case may be), and exceeds $100,000. Once such aggregate amount of Losses incurred by Purchaser, on the party against whom such claims are asserted is referred as one hand, or Seller, on the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3other hand, exceeds $100,000, Purchaser or Seller, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not thereupon be entitled to be indemnified pursuant indemnification only for amounts in excess of such $100,000; provided, however that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud, any claims for indemnification for Excluded Liabilities, any claims under clause (e) of Section 5.1, any claims under clause (c) of Section 5.1 relating to Huntington Covenants or any claims under clause (c) of Section 5.1 relating to Section 8.2(B) or Section 8.3(B)6.10 of the Huntington Representations and Warranties. In addition, as the case may beno party hereto shall assert any claim for indemnification hereunder, including claims relating to Excluded Liabilities, to which such party is otherwise entitled unless and until the aggregate of all Damages incurred by such Losses (including any related claims for Losses or any claims for Losses arising out of the Indemnified Party same operative set of facts) submitted for indemnification at such time exceeds $25,000 10,000, at which time all such Losses may be asserted. No party hereto shall have any obligation hereunder for any consequential liability, damage or loss or any lost profits. (b) Neither Seller, on the “Deductible”) andone hand, thereafternor Purchaser, on the Indemnified Party other hand, shall only be entitled obligated to payment for, and indemnify the Indemnifying Party shall only be liable and required to pay, Damages other for Losses that exceed $5,000,000 in excess of the Deductibleaggregate with all Losses asserted by such party; provided, however, however that the limitation limitations contained in this Section 8.4(A) sentence shall not apply to Damages arising from a breach any claim of the representations and warranties in Sections 3.1common law fraud, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 claims for indemnification for Excluded Liabilities or claims under clause (e) of Section 5.1. (Bc) The aggregate amount Following the Closing, the sole and exclusive remedy of Damages for which the Indemnifying Party may parties hereto with respect to any and all claims relating to the matters addressed in Sections 5.1 and 5.2 (other than claims of common law fraud) shall be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000indemnification provisions set forth in this Article V; provided, however, provided however that the limitation in parties may seek to enforce specifically this Section 8.4(B) shall not apply to Damages arising from a breach of Agreement and the representations terms and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 conditions hereof. (Cd) The amount Nothing in this Article V shall affect the rights and remedies of Damages incurred by Purchaser or Seller with respect to any Indemnified Party shall be reduced by (i) amounts recovered or recoverable breach by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of their covenants or agreements to be performed at or after the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingEffective Time.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as (a) After the “Indemnified Party”Closing Date, the Escrow Deposit, the Aggregate Option Holdback Amount and the party against whom such Aggregate Bonus Holdback Amount shall be the Indemnified Parties’ sole recourse for (i) any indemnification claims are asserted is referred as the “Indemnifying Party”. The indemnification provided made pursuant to Sections 9.1(i) or (x) hereof (except for in Section 8.2 and Section 8.3Excluded Claims, as to which the foregoing limitation shall not apply) and (ii) indemnification claims made against Shareholders who are not Key Shareholders (except for Specific Fraud Claims, as to which the foregoing limitation shall not apply). Except in the case may beof Excluded Claims, there shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified no liability for Damages for indemnification claims pursuant to Section 8.2(BSections 9.1(i) or Section 8.3(B), as the case may be, (iv) hereof unless and until the aggregate amount of all Damages incurred for all claims asserted by the Indemnified Party Parties exceeds $25,000 (200,000; provided that, after the “Deductible”) andaggregate amount of Damages exceeds $200,000, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, all Damages in excess of the Deductiblefirst $50,000 of such Damages shall be recoverable by the Indemnified Parties. Prior to the date that is eighteen (18) months after the Closing Date, indemnification claims pursuant to this Agreement shall be satisfied first from the Escrow Deposit, Aggregate Option Holdback Amount and Aggregate Bonus Holdback Amount, if and to the extent the Escrow Deposit, Aggregate Option Holdback Amount and Aggregate Bonus Holdback Amount are then available to satisfy such claims; providedprovided that, however, that the limitation in foregoing provisions of this Section 8.4(A) sentence shall not apply to Damages arising from a breach Specific Fraud Claims. The aggregate liability of each Key Shareholder for Excluded Claims (other than Specific Fraud Claims) or claims pursuant to Sections 9.1(ii), (iii), (v), (vi) or (vii) hereof shall not exceed an amount equal to the amount of the Merger Consideration received by such Key Shareholder in the Merger. From and after the earlier to occur of (x) the date that is 18 months after the Closing Date and (y) such time as the Escrow Deposit, Aggregate Option Holdback Amount and Aggregate Bonus Holdback Amount shall have been fully depleted, the Indemnified Parties shall pursue indemnification claims of the nature described in Section 9.1(a)(v) (other than such claims which also constitute Specific Fraud Claims) pursuant to Section 11 of the Voting Agreement. The aggregate liability of the Key Shareholders for indemnification claims for breaches of representations and warranties set forth in Sections 3.13.8 (Employee Benefit Plans) and 3.10 (Taxes) hereof and claims described in Sections 9.1(iv), 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (viii) and (ix) hereof shall not exceed an amount equal to the greater of (A) $15,000,000 or (B) The the product of (x) 50%, multiplied by (y) the aggregate amount of Damages the Merger Consideration (provided that, in no event shall the aggregate liability of a Key Shareholder for which such claims (other than Specific Fraud Claims) exceed an amount equal to the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach amount of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) Merger Consideration received by such Key Shareholder). The amount of Damages incurred by an Indemnified Party which relate to any Liabilities which are set forth on, or for which reserves exist on, the Closing Balance Sheet (or which the Shareholders’ Representative can demonstrate by clear and convincing written evidence was taken into account in the calculation of Closing Net Assets) that shall be recoverable hereunder in indemnification shall be the amount of such Damages that exceeds the amount of such Liability or reserve (but only if the Liability set forth or reserved against on the Closing Balance Sheet is specifically identified thereon). Notwithstanding anything to the contrary set forth in this Agreement (including, without limitation, Section 9.3 hereof and this Section 9.4 hereof), there shall be no limitation, restriction or prohibition on the rights, remedies or entitlement of the Indemnified Parties (or any of them) to claim and recover Damages from any Shareholder or any other Party or Person, or otherwise exercise any rights or remedies (at law or in equity) available to such Indemnified Party with respect to any Shareholder or other Party or Person, whether pursuant to Section 9.1 or pursuant to applicable Law in connection with, resulting from or arising out of, directly or indirectly, Specific Fraud Claims against such Shareholder, Party or Person. Except for Fraud Claims and except in the case of injunctive relief as set forth in Article XI hereof, the indemnification provisions contained in this Article IX are Parent’s exclusive remedy for claims arising from this Agreement. (b) For purposes of quantifying Damages resulting from any Breach of any representation or warranty for purposes of indemnification under this Article IX, all representations and warranties shall be treated as if the words “materially,” “in all material respects” or similar words were omitted from such representations and warranties. The indemnification obligations of the parties hereto and the rights and remedies that may be exercised by an Indemnified Party shall not be reduced limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of any of the Indemnified Parties or any of their Representatives. (c) In the event Parent shall make an indemnification claim against the Escrow Deposit (or there shall be a deficit in Closing Net Assets pursuant to Section 1.10) pursuant to the terms and conditions of this Agreement and the Escrow Agreement and, as a result of such claim or deficit, amounts are to be paid from the Escrow Deposit to Parent (or an other Indemnified Party), then (i) amounts recovered the amount payable from the Escrow Deposit as a result of the claim or recoverable by deficit shall be equal to the Indemnified Party under applicable insurance policies or from any other Person alleged full amount to be responsible thereforpaid as a result of the claim or deficit (the “Claim Payment”) reduced by an amount equal to the product of (x) the Claim Payment multiplied by (y) a fraction, (A) the numerator of which is the sum of Aggregate Option Holdback Amount initially set aside pursuant to Section 1.7(c) hereof (the “Initial Aggregate Option Holdback Amount”) plus the Aggregate Bonus Holdback Amount initially set aside pursuant to Section 1.9(d) hereof (the “Initial Aggregate Bonus Holdback Amount”, and together with the Initial Aggregate Option Holdback Amount, the “Initial Holdback Amount”), and (B) the denominator of which is the sum of the Initial Holdback Amount plus the initial Escrow Deposit (such product, the “Holdback Claim Amount”), and (ii) any Tax benefit realized or realizable Parent shall be entitled to set off and recover from the Aggregate Option Holdback Amount and the Aggregate Bonus Holdback Amount, on a pro rata basis, an amount equal to the Holdback Claim Amount, and the Aggregate Option Holdback Amount and Aggregate Bonus Holdback Amount shall be reduced on a pro rata basis by the Indemnified Party arising from amount so set off and recovered; provided that, in the incurrence or payment of any such Damages. In computing event the Aggregate Option Holdback Amount and Aggregate Bonus Holdback Amount (less the amount of any such Tax benefit, all setoffs made pursuant to this Section 9.4(c) and Sections 1.7(c) and 1.9(d) hereof through date the Indemnified Party payment from the Escrow Deposit as a result of the claim is to be made) shall be deemed to fully utilizeless than the Holdback Claim Amount for such claim or deficit, at then no such reduction for the highest marginal tax rate then Holdback Claim Amount shall be made in effect, all Tax items arising respect of such claim or deficit and Parent may recover the full amount of such claim or deficit from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountEscrow Deposit. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for (a) Notwithstanding anything in Section 8.2 and Section 8.3, as the case may be, shall be subject 6.01 to the following limitationscontrary: (Ai) The Indemnified Party ET Partner shall not be entitled required to indemnify any Contributing Party Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.01(a) if, with respect to any individual Damage item or series of related Damage items, such item or series of items is less than $2,000,000.00 in the aggregate (a “Minor Claim”); (ii) ET Partner shall not be indemnified required to indemnify any Contributing Party Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.01(a) until the aggregate amount of all Damages for which ET Partner would be liable under Section 6.01(a) (excluding Minor Claims) exceeds $17,500,000.00 (the “General Indemnification Deductible”), in which case, subject to Section 8.2(B) or Section 8.3(B6.04(a)(iii), as ET Partner shall be liable for all Damages (other than Damages in respect of Minor Claims) in excess of the case may beGeneral Indemnification Deductible; (iii) ET Partner shall not be required to indemnify any Contributing Party Indemnified Entity pursuant to, unless and until shall not have any Liability under, Section 6.01(a) once the aggregate of all Damages incurred payments made by or on behalf of ET Partner in respect of its indemnification obligations under Section 6.01(a) equals $235,000,000. (b) Notwithstanding anything in Section 6.02 to the contrary: (i) SUN Partner shall not be required to indemnify any Receiving Party Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment forEntity pursuant to, and shall not have any Liability under, Section 6.02(a) for any Minor Claim; (ii) SUN Partner shall not be required to indemnify any Receiving Party Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.02(a) until the Indemnifying Party shall only aggregate amount of all Damages for which SUN Partner would be liable and required under Section 6.02(a) (excluding Minor Claims) exceeds the General Indemnification Deductible, in which case, SUN Partner, subject to paySection 6.04(b)(iii), shall be liable for all Damages (other than Damages in respect of Minor Claims) in excess of the General Indemnification Deductible; providedand (iii) SUN Partner shall not be required to indemnify any Receiving Party Indemnified Entity pursuant to, howeverand shall not have any Liability under, that Section 6.02(a) once the limitation aggregate of all payments made by or on behalf of SUN Partner in this respect of its indemnification obligations under Section 8.4(A6.02(a) equals $115,000,000. (c) The indemnification limitations set forth in the foregoing clauses (a) and (b) shall not apply with respect to any Damages relating to, resulting from or arising from a breach out of the representations and warranties in Sections 3.1fraud or intentional misrepresentation by any Receiving Party, 3.2any Contributing Party or their respective Affiliates, 3.7, 4.1, 4.2, 4.4, or4.6 as applicable. (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (Cd) The amount of Damages incurred by which an Indemnifying Party is or may be required to pay to any Indemnified Party pursuant to this Article VI shall be reduced (retroactively, if necessary) by (i) any insurance proceeds or other amounts recovered by or recoverable by the on behalf of such Indemnified Party under applicable insurance policies or from any other Person alleged related to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any related Damages. If an Indemnified Party receives any shall have received the payment required by this Agreement from an Indemnifying Party in respect of Damages and shall subsequently receive insurance proceeds or other amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Partyin respect of such Damages, then such Indemnified Party shall promptly reimburse repay to the Indemnifying Party for any payment made a sum equal to the amount of such insurance proceeds or expense incurred by the Indemnifying Part in connection with providing such indemnification payment other amounts actually received up to the amount received by from the Indemnified Indemnifying Party, net of less any expenses costs incurred by to recover such Indemnified Party in collecting such amountproceeds. (De) Seller Damages shall not be liable determined without duplication of recovery under other provisions of this Agreement or any other Transaction Document. 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 that is subject to an indemnification obligation under this Article VIII for VI, in no event shall there be any Damages indemnification or duplication of payments or recovery under different provisions of this Agreement arising out of any inaccuracy in the same facts, conditions or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closingevents.

Limitations on Indemnification. The party making a claim under this Article VIII is referred obligations to as the “Indemnified Party”indemnify, defend, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for hold harmless set forth in Section 8.2 Sections 11.1 (Indemnification by Selecta) and Section 8.3, as the case may be, 11.2 (Indemnification by Spark) shall be subject to contingent upon the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 seeking indemnification (the “DeductibleIndemnitee”): (a) andnotifying the indemnifying Party of a claim, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess demand or suit within [**] of the Deductiblereceipt of same; provided, however, that the limitation Indemnitee’s failure or delay in this Section 8.4(A) providing such notice shall not apply relieve the indemnifying Party of its indemnification obligation except to Damages arising from a breach the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the representations defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and warranties (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in Sections 3.1good faith with respect to all matters relating to such claim, 3.2demand or suit and will not settle or otherwise resolve such claim, 3.7demand or suit without the Indemnitee’s prior written consent, 4.1which will not be unreasonably withheld, 4.2, 4.4, or4.6 . (B) The aggregate amount conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of Damages monetary awards for which the Indemnifying indemnifying Party may will be liable pursuant to Section 8.2(B) or Section 8.3(B), as fully-responsible. The Indemnitee shall have the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilizeright, at the highest marginal tax rate then Indemnitee’s expense, to employ one separate counsel and to participate in effectthe defense of such claim, all Tax items arising from demand or suit; provided that the incurrence indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or payment potential conflict of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment interest makes representation by the Indemnifying Party, then such Indemnified Party shall promptly reimburse same counsel or the Indemnifying Party for any payment made or expense incurred counsel selected by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified indemnifying Party in collecting such amountinappropriate. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. (a) The party making Purchaser and the other persons or entities indemnified by Seller or Xxx shall not assert any claim for indemnification hereunder against the Seller or Xxx unless such claim exceeds $5,000 individually and until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such persons shall exceed $35,000 (the "Indemnification Threshold"). Notwithstanding anything contained in this Agreement to the contrary, any and all amounts paid by the Seller or Xxx as a result of a claim under this Article VIII is referred for specific indemnity or payment pursuant to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, 6.4 shall not be subject to the following limitations: (A) Indemnification Threshold. The Indemnified Party Seller and Xxx shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, assert any claim for indemnification hereunder against Purchaser unless such claim exceeds $5,000 individually and until such time as, and solely to the extent that the aggregate of all Damages incurred by claims which the Indemnified Party exceeds $25,000 (Seller and Xxx may have against Purchaser shall exceed the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess Indemnification Threshold. The aggregate liability of the DeductibleSeller and Xxx in connection with their indemnification obligations under this Section 6 shall not exceed amounts received as the Purchase Price. (b) The remedies provided in this Article VI shall be exclusive as to any claim by a party under this Agreement or any other document executed hereunder or arising out of the transactions provided for herein and therein and shall preclude assertion by any party of any other rights or the seeking of any other remedies against another party; provided, however, that the limitation nothing in this Section 8.4(A) Article VI, shall limit rights or remedies expressly provided for in this Agreement or any other document executed hereunder or rights or remedies which, as of matter of applicable law or public policy, cannot apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 be limited or waived. (Bc) The aggregate amount Notwithstanding anything to the contrary contained in this Agreement, Purchaser's and PTC's rights to indemnification shall be made net of Damages all insurance reimbursement, third-party contribution and third-party indemnification realized or to be realized by Purchaser and PTC. If any claim for indemnification asserted hereunder is, or may be, the subject of any insurance coverage or other right to indemnification asserted hereunder is, or may be, the subject of any insurance coverage or other right to indemnification or contribution from any third person, the indemnified party expressly agrees that it shall promptly notify the applicable insurance carrier of any such claim or loss and tender defense thereof to such carrier, and shall also promptly notify any third party indemnitor or contributor which the Indemnifying Party may be liable pursuant to Section 8.2(B) for any portion of such losses or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach claims. Upon written request of the representations indemnifying party, the indemnified party shall pursue, at the cost and warranties in Sections 3.1expense of the indemnifying party, 3.2, 3.7, 4.1, 4.2, 4.4, each applicable insurance carrier and third party indemnitor or 4.6 contributor. (Cd) The amount of Damages incurred by any Indemnified Party indemnified party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance use all reasonable efforts, consistent with normal practices and policies or from any other Person alleged and good commercial practice, to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any mitigate such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountlosses. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as (a) Minimum Claim. Parent or the “Indemnified Party”, Surviving Corporation on the one hand and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject Company (prior to the following limitations: Effective Time) or the Company Indemnified Persons (Asubsequent to the Effective Time) The Indemnified Party on the other hand shall not be entitled to be indemnified make a claim for indemnification pursuant to Section 8.2(B) Sections 8.4 or Section 8.3(B)8.5, as the case may berespectively, unless and until the aggregate amount of all Damages (as defined in Section 8.4(a)) incurred by the Indemnified Party party making such claim exceeds $25,000 250,000 (the “Deductible”"Basket", provided that such Basket shall be $100,000 for any claims described in Section 8.4(b) andonly), thereafter, at which time the Indemnified Party shall only be entitled to payment for, and party seeking indemnification may recover the Indemnifying Party shall only be liable and required to pay, aggregate amount of Damages in excess beginning with the first dollar thereof irrespective of the DeductibleBasket; provided, however, that the limitation in this Section 8.4(A) Basket shall not apply to Damages arising from a breach the Cap Carve Outs (as defined in Section 8.3(b)), the failure to pay the Merger Consideration or the Employee Consideration, or as otherwise provided in Schedule A1(ii) of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 Escrow Agreement. (Bb) The aggregate amount Cap. Notwithstanding any other provision of Damages this Agreement or the Escrow Agreement, except for which the Indemnifying Party may be liable payment of the Merger Consideration and the Employee Consideration, the indemnification obligations of Company (prior to the Effective Time) and the Company stockholders (subsequent to the Effective Time) on the one hand and Parent and the Surviving Corporation (after the Effective Time) on the other hand pursuant to Section 8.2(B) or Section 8.3(B)Sections 8.4 and 8.5, as the case may berespectively, shall will not exceed in the aggregate for such person or persons $2,300,00013,558,804 (the "Cap"); provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising out of claims (i) due to fraud or intentional misrepresentation or (ii) resulting from a breach of any covenant or agreement of Company in Section 9.1 (collectively, the representations and warranties in Sections 3.1"Cap Carve Outs"), 3.2shall not apply towards the Cap. Notwithstanding the foregoing, 3.7, 4.1, 4.2, 4.4, or 4.6 . (Cx) The amount of all claims by Indemnified Persons for Damages incurred by any Indemnified Party pursuant to Section 8.4 subsequent to the Closing shall be reduced by (i) amounts recovered or recoverable by satisfied only from the Indemnified Party under applicable insurance policies or from any other Person alleged Escrow Fund and shall be limited to be responsible thereforthe Cap, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any claims from the Cap Carve Outs shall be satisfied first out of the representations or warranties of Seller contained in this Agreement Escrow Fund, if Buyer had actual knowledge of such inaccuracy or breach prior any, and (y) all claims by Indemnified Persons for Damages pursuant to Section 8.5 shall be limited to the ClosingCap, other than in connection with any claims or Damages incurred in connection with Parent's failure to pay the Merger Consideration or the Employee Consideration pursuant to the terms hereof.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (Aa) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party Indemnitors shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to payindemnify the OP Indemnified Parties under Section 2.2 with respect to OP Claims for which the OP Indemnified Parties have provided written notice to the Indemnitors, Damages setting forth therein in excess reasonable detail the basis for such OP Claims, on or prior to the one (1)-year anniversary of the DeductibleClosing; provided, however, that, in the event that the limitation in this Section 8.4(A) shall not apply OP Indemnified Parties notify the Indemnitors with respect to Damages arising from a breach any OP Claim on or prior to the one (1)-year anniversary of the representations Closing, then any such OP Claim shall survive until resolved in accordance with the terms and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 conditions of this Agreement (the “Indemnification Period”). (Bb) The provisions for indemnification contained in Section 2.2 shall be effective only if the aggregate amount of all Damages for all OP Claims exceeds one percent (1%) of the Aggregate Value (it being understood and agreed that such one percent (1%) of the Aggregate Value shall then be recoverable, together with all other Damages for OP Claims under Section 2.2 in excess thereof, by the OP Indemnified Parties subject to the other limitations in this Agreement). (c) In no event shall the aggregate amount of Damages for which the Indemnifying Party may be Indemnitors are liable pursuant to Section 8.2(B2.2 exceed fifteen percent (15%) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties Aggregate Value. In addition, in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The no event shall the amount of Damages incurred for which any individual Indemnitor is liable pursuant to Section 2.2 exceed fifteen percent (15%) of the Aggregate Value received by such individual Indemnitor (i) under the Eola Contribution Agreement, or (ii) through any distribution (directly or indirectly) to such Indemnitor of any OP Units and/or Common Shares by any Contributor (or direct or indirect owner thereof). Notwithstanding anything contained herein to the contrary, the OP Indemnified Parties shall look first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable), and then to the OP Units and/or Common Shares pledged by the Indemnitors pursuant to the terms of the Pledge Agreement for indemnification under this Article 2. Following the Closing and the issuance of Common Shares and/or OP Units to the applicable Indemnitors, no OP Indemnified Party shall have recourse to any other assets of the Indemnitors other than the Common Shares and/or OP Units pledged pursuant to the Pledge Agreement. The parties hereto acknowledge and agree that the Collateral (as defined in the Pledge Agreement) pledged by each Indemnitor pursuant to the terms of the Pledge Agreement shall be reduced released to satisfy the obligations under this Agreement on a pro rata basis from each Indemnitor based on each such Indemnitor’s then-applicable Pro Rata Share. For purposes of the foregoing, each Indemnitor’s “Pro Rata Share” is determined, at the time of each release of the Collateral, by dividing (i) amounts recovered or recoverable the then-current value of such Indemnitor’s Collateral that has not already been released to obligations under this Agreement, by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment then-current aggregate value of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed all Collateral that has not already been released to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable satisfy obligations under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingAgreement.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (Da) Seller shall not be liable required to indemnify any Person under this Article VIII Section 9.1(a) unless the aggregate amount of all Losses for which indemnity would otherwise be payable by Seller under Section 9.1(a) exceeds $10,000,000, and in such event, Seller shall be responsible for only the amount in excess of such amount. In no event shall the total indemnification to be paid by Seller under Section 9.1(a) exceed $100,000,000. Seller shall not be required to indemnify any Damages Person under Section 9.1(b) unless the aggregate of all Losses for which indemnity would otherwise be payable by Seller under Section 9.1(b) exceeds $250,000, and in such event, Seller shall be responsible for only the amount in excess of such amount. The foregoing limitations, however, shall not apply to any claims arising out of Section 2.2 (Stock), 2.3(e) (No Indebtedness), 2.8 (Authorization; No Conflicts) (only with respect to the first two sentences thereof), 2.17 (No Brokers or Finders), Section 5.3(b) (Liability for Taxes), Section 6.10 (Indemnity for Certain ERISA Liabilities) and Section 6.11 (Employee Indemnity), for which (subject to the terms and conditions thereof) Seller shall indemnify the Indemnified Party for the full amount of any inaccuracy in Loss. Any amounts required to be paid by Seller pursuant to Section 5.3 of this Agreement shall not be deemed to be an indemnification payment for purposes of this Section 9.5. (b) Notwithstanding anything to the contrary contained herein, no party shall, prior to or after the date on which the Final Net Working Capital Amount is determined pursuant to Section 1.4, make any claim for indemnification with respect to the breach of any of the representations representation or warranties of Seller warranty contained in this Agreement Article II (including Section 2.3) or any covenant or agreement contained in Section 4.3 or Section 4.6 if the facts underlying such claim were or could have been the basis for an objection by Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingProposed Final Net Working Capital Amount pursuant to Section 1.4(e)(2).

Limitations on Indemnification. The party making a claim (a) Neither Seller, MR Holdings nor Parent shall be required to provide indemnification for claims made solely under this Article VIII is referred to as Section 9.02(a) unless the “Indemnified Party”, and the party against whom ’s Losses for all such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for claim(s) shall exceed Twenty Five Thousand Dollars ($25,000.00) in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “DeductibleBasket”) and(at which point Seller, thereafter, MR Holdings and Parent will be obligated to indemnify the Indemnified Party shall only be entitled to payment for, and Party’s Losses from the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductiblefirst dollar; provided, however, that neither Seller, MR Holdings nor Parent will have an obligation to indemnify the limitation Indemnified Party for Losses with respect to individual Losses of less than Five Thousand Dollars ($5,000.00) (the “Threshold”) unless more than one Indemnified Party’s Losses, each less than the Threshold, arises from the same or similar facts or circumstances and such Indemnified Party’s Losses collectively exceed the Threshold, in this which case, all such Indemnified Party’s Losses shall be indemnified by Seller, MR Holdings and Parent pursuant to the terms herein. In no event shall Seller’s, MR Holdings’ and Parent’s aggregate liability with respect to all claims of indemnification made solely under Section 8.4(A9.02(a) shall not apply exceed Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000.00) in the aggregate (the “Cap”). Notwithstanding the foregoing, the Parties hereto acknowledge and agree that any Losses arising out of, resulting from or relating to Damages arising from a any inaccuracy in, misrepresentation of, or breach of the representations and warranties contained in Sections 3.15.01, 3.25.02, 3.75.03, 4.15.05, 4.25.07(a), 4.45.14(b), or4.6 and 5.22 shall not be subject to the limitations set forth in this Section 9.06. Notwithstanding anything in this Agreement to the contrary, the limitations set forth herein shall not apply in the event that Seller, MR Holdings, Parent or Principal is found to have committed fraud or intentional misrepresentation. Notwithstanding anything to the contrary contained in this Agreement, no Party shall have any right to indemnification under this Article IX with respect to any Losses or alleged Losses if such matter was determined as part of the proration adjustment procedures set forth in Section 3.03. (Bb) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, Buyer shall not be required to provide indemnification for claims made solely under Section 9.03(b) unless the Indemnified Party’s Losses for all such claim(s) shall exceed $2,300,000in the aggregate the Basket (at which point Buyer will be obligated to indemnify the Indemnified Party’s Losses from the first dollar; provided, however, that Buyer will not have an obligation to indemnify the limitation Indemnified Party for Losses with respect to individual Losses of less than the Threshold unless more than one Indemnified Party’s Losses, each less than the Threshold, arises from the same or similar facts or circumstances and such Indemnified Party’s Losses collectively exceed the Threshold, in this which case, all such Indemnified Party’s Losses shall be indemnified by Buyer pursuant to the terms herein. In no event shall Buyer’s aggregate liability with respect to all claims of indemnification made solely under Section 8.4(B9.03(b) shall not apply exceed the Cap. Notwithstanding the foregoing, the Parties hereto acknowledge and agree that any Losses arising out of, resulting from or relating to Damages arising from a any inaccuracy in, misrepresentation of, or breach of the representations and warranties contained in Sections 3.16.01, 3.26.02, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, 6.04 and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller 6.05 shall not be liable under subject to the limitations set forth in this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained Section 9.06. Notwithstanding anything in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closingcontrary, the limitations set forth herein shall not apply in the event that Buyer is found to have committed fraud or intentional misrepresentation.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (Aa) The Indemnified Party Seller Indemnitors shall not be entitled required to indemnify any Person under Sec- tion 9.1(a) unless (i) the indemnified amount that would be indemnified pursuant payable by the Seller Indemnitors with respect to Section 8.2(Bany given Indemnifiable Claim exceeds $400,000 (“Seller Includable Claims”); and (ii) or Section 8.3(B), as the case may be, unless and until the aggregate of amount for all Damages incurred by the Indemnified Party Seller Includable Claims exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for30,000,000, and in such event, Seller Indemnitors shall be responsible for only the Indemnifying Party shall only be liable and required to pay, Damages amount in excess of the Deductible$30,000,000; provided, however, that the limitation in this Section 8.4(A) shall foregoing limitations do not apply to Damages arising indemnification based upon or resulting from a breach any inaccuracy in any of the representations and warranties set forth in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B3.3 and 3.17. In no event shall the total indem- nification to be paid by the Seller Indemnitors under Section 9.1(a) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000400,000,000; provided, however, that the limitation in this Section 8.4(B) shall foregoing limitations do not apply to Damages arising indemnification based upon or resulting from a breach any inaccuracy in any of the representations and warranties set forth in Sections Sec- tions 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 3.3 and 3.17. The Seller Indemnitors shall not be required to indemnify any Person under Section 9.1(d) unless the amount that would be payable by the Seller Indemni- tors with respect to any given Indemnifiable Claim exceeds $400,000. (Cb) The amount of Damages incurred by Purchaser shall not be required to indemnify any Indemnified Party shall be reduced by Person under Section 9.2(a) unless (i) amounts recovered the indemnified amount that would be payable by Purchaser with respect to any given Indemnifiable Claim exceeds $400,000 (“Purchaser Includable Claims”); and (ii) the aggregate amount for all Purchaser Includable Claims exceeds $30,000,000, and in such event, Purchaser shall be responsible for only the amount in excess of $30,000,000; pro- vided, however, that the foregoing limitations do not apply to indemnification based upon or recoverable resulting from any inaccuracy in any of the representations and warranties set forth in Sec- tions 4.1, 4.2 and 4.7. In no event shall the total indemnification to be paid by Purchaser un- der Section 9.2(a) exceed $400,000,000; provided, however, that the foregoing limitations do not apply to indemnification based upon or resulting from any inaccuracy in any of the repre- sentations and warranties set forth in Sections 4.1, 4.2 and 4.7. (c) Any Indemnifiable Claim with respect to any breach or nonperformance by any party of a representation, warranty, covenant or agreement shall be limited to the amount of actual Indemnifiable Losses sustained by the Indemnified Party under applicable by reason of such breach or nonperformance, net of any insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable proceeds received by the Indemnified Party arising from in respect of such claim. Nothing in this Agreement is intended to require or permit the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment pay- ment by the Indemnifying PartyParty of duplicative, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made in whole or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up part, indemnity payments hereunder to the amount received by the an Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (Dd) Seller shall not be liable under this Article VIII for any Damages arising out of any If an inaccuracy in any of the representations and warranties made by Dynegy or Seller, or a breach of any of the representations covenants of Dynegy or warranties Seller, gives rise to an adjustment in the Purchase Price or is otherwise addressed in some other provision of Seller contained in this Agreement if Buyer had actual knowledge of Agreement, then such inaccuracy or breach prior shall not give rise to an indemnification obligation under Section 9.1. (e) If any Indemnifiable Claim is based upon or resulting from any inaccuracy in any of the representations and warranties and is also subject to indemnification under Sections 9.1(b) through (i), the provisions of this Section 9.5 applicable to inaccuracies in any repre- sentation or warranty shall be inapplicable to such Indemnifiable Claim. (f) If any Indemnifiable Claim is based upon or resulting from any breach or inaccu- racy in Section 3.19(a), Dynegy shall have the right and option, but not the obligation, to con- tribute and deliver, or cause to be contributed and delivered, within 30 days after notice with respect to such Indemnifiable Claim has been delivered in accordance with Section 9.3(a), such assets as are required to cure (in whole or in part) such breach or inaccuracy. In the event Dynegy makes such election and fails for whatever reason to cure (in whole or in part) such breach or inaccuracy, in no event shall such failure be deemed a breach or non perform- ance of a covenant or obligation of any Dynegy Party, and Purchaser shall be entitled to pur- sue any remedy available to it with respect to the Closingoriginal breach or inaccuracy of Section 3.19(a) to the extent such breach or inaccuracy remains uncured.

Limitations on Indemnification. The party making a claim under (a) Notwithstanding any other provision of this Agreement to the contrary, the parties' obligations pursuant to this Article VIII is referred to as the “Indemnified Party”IX are, and at all times shall be, subject to the party against whom such claims are asserted is referred as the “Indemnifying Party”limitations set forth in this Section 9.3. The indemnification provided for in Section 8.2 and Section 8.3parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, shall until the aggregate dollar amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be subject determined taking into account all Indemnifiable Losses (except for Indemnified Losses to which the following limitations: (AIndemnity Cap does not apply) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) asserted against or Section 8.3(B)suffered by the Buyer Indemnitees or the Seller Indemnitees, as the case may be, unless and until exceeds the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 Indemnity Basket (the “Deductible”) andas defined in Section 9.3(b)), thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for following which the Indemnifying Party may be liable pursuant to Section 8.2(B) indemnifying party shall indemnify, defend and hold harmless the Buyer Indemnitees or Section 8.3(B)the Seller Indemnitees, as the case may be, shall not exceed $2,300,000; provided, however, only to the extent that the limitation aggregate amount of Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IX shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 9.3(b)). (Cb) The amount of Damages incurred by any Indemnified Party shall be reduced by As used in this Agreement, (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible thereforterm "Indemnity Basket" shall mean Two Hundred Thousand Dollars ($200,000), and (ii) the term "Indemnity Cap shall mean Four Million, Two Hundred, Twenty-Five Thousand Dollars ($4,250,000). Notwithstanding any Tax benefit realized or realizable by other provision of this Agreement to the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefitcontrary, the Indemnified Party shall be deemed to fully utilize, at Seller's and DQE's liability for the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller following Buyer Indemnifiable Losses shall not be liable under this Article VIII for limited by, nor taken into account in determining whether Buyer Indemnifiable Losses exceed the Indemnity Cap, shall not be limited by the requirement to make a claim during the Indemnity Period and shall not be limited by any Damages arising out of requirement to meet or exceed the Indemnity Basket: Buyer Indemnifiable Losses relating to (i) Excluded Assets, (ii) any inaccuracy in or breach of any and all liabilities and obligations of the representations Seller or warranties the Subsidiaries of the Seller contained (other than any liabilities or obligations of the Seller (in this Agreement if Buyer had actual knowledge respect of such inaccuracy the Company), Services I, Services II, Services, LP or breach any Company Subsidiary), (iii) indemnity obligations of the Seller in respect of Taxes, as set forth in Section 6.9, (iv) litigation or other legal proceedings (including any settlements or judgments in respect thereof), existing or threatened, that are set forth in Section 3.7 of the Seller Disclosure Schedule and all other litigation or other legal proceedings (including any settlements or judgments in respect thereof), that involve the Company and are based on facts or circumstances arising, existing or occurring prior to the Closing, including any claims that were brought or could have been brought in the litigation captioned Xxxxxx Xxxxxxx, et xx x. AquaSource, Inc., et al (Case No. 2001-05987), filed in the 270th Judicial District Court of Xxxxxx County, Texas, (v) any indemnity given pursuant to the first sentence of Section 8.1(d) and (vi) any fraud committed by DQE, the Seller, Services I, Services II, Services, LP or any Company Subsidiary (provided that the foregoing reference to Services I, Services II, Services, LP or any Company Subsidiary refers to fraud committed prior to the Closing Date); in addition, the Buyer's liability for the following Seller Indemnifiable Losses shall not be limited by, nor taken into account in determining whether Seller Indemnifiable Losses exceed the Indemnity Cap, shall not be limited by the requirement to make a claim during the Indemnity Period, and shall not be limited by any requirement to meet or exceed the Indemnity Basket: Seller Indemnifiable Losses relating to (x) indemnity obligations of the Buyer in respect of Taxes, as set forth in Section 6.9, (y) any indemnity given pursuant to the first sentence of Section 8.1(e), and (z) any fraud committed by the Buyer, any Buyer Subsidiary, Services I, Services II, Services, LP or any Company Subsidiary (provided that the foregoing reference to Services I, Services II, 52 Services, LP or any Company Subsidiary refers to fraud committed on or after the Closing Date).

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (Aa) The Indemnifying Party shall indemnify the Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until only when the aggregate of all Damages incurred such Losses or Asserted Liabilities exceeds $50,000 (the "Threshold Amount"). After the aggregate of all such Losses or Asserted Liabilities suffered by the Indemnified Party exceeds $25,000 (the “Deductible”) andThreshold Amount, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages indemnify the Indemnified Party for all such Losses or Asserted Liabilities in excess of the Deductible; provided, however, that Threshold Amount. In no event shall the limitation Indemnifying Party be required to make indemnification payments hereunder in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 aggregate exceeding the Purchase Price. (Bb) The aggregate amount of Damages for which the Indemnifying Party may No party otherwise entitled to indemnification under this Agreement shall be liable indemnified pursuant to Section 8.2(B) this Agreement to the extent that such party's Losses are increased or Section 8.3(B)extended by the willful misconduct, as violation of Applicable Law or bad faith of such party. Prior to the case may beexecution of this Agreement and Closing Date, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach Buyer has conducted its own due diligence investigation of the representations and warranties in Sections 3.1affairs of the Company. In the course of such investigation, 3.2, 3.7, 4.1, 4.2, 4.4, Buyer has not discovered any Pre-Signing Matter or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or Post-Signing Matter that was omitted from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized Schedule or realizable by the Indemnified Party arising from the incurrence or payment existence of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of which otherwise would have caused any of the representations or warranties of Seller contained Sellers to be inaccurate or untruthful in this Agreement if any respect that was not disclosed to Sellers. If the Closing occurs, Sellers shall not be required to indemnify Buyer had actual knowledge of such inaccuracy with respect to any Pre-Signing EXECUTION COPY Matter or breach Post-Signing Matter disclosed to Buyer prior to Closing in accordance with Section 5.9, and the Closingconsummation by Buyer of the transactions contemplated hereby shall constitute a waiver of any claim, hereunder or otherwise, against Sellers based in any way on or arising out of any Pre-Signing Matter or Post-Signing Matter so disclosed. (c) The limitations of this Section 8.7 shall not apply to indemnification under Section 8.2(c) hereof.

Limitations on Indemnification. The party making a claim (a) Other than in the case of fraud, willful breach or intentional misrepresentation, the aggregate Liability of any Person required to provide indemnification under this Article VIII is referred ARTICLE VII (each, an “Indemnifying Party”) in respect of all Losses for which an Indemnifying Party shall indemnify a Person entitled to as the indemnification under this ARTICLE VII (each an “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in ) pursuant to Section 8.2 and 7.2(a)(i) or Section 8.37.3(a)(i), as the case may be, shall be subject not exceed five hundred thousand dollars ($500,000) (the “Cap”); provided, however, that the Cap shall not apply to Losses suffered by any Indemnified Parties with respect to breaches of the following limitations: (A) The Excluded Representations, for which the maximum amount recoverable by any such Indemnified Party shall not be entitled an amount equal to be indemnified the Purchase Price. (b) An Indemnifying Party shall have no Liability in respect of any Loss for which such Indemnifying Party shall indemnify an Indemnified Party pursuant to Section 8.2(B7.2(a)(i) or Section 8.3(B7.3(a)(i), as the case may be, unless and until the aggregate amount that would otherwise be recoverable from the Indemnifying Party in respect of all Damages incurred by the Indemnified any such Loss, when aggregated with any other amounts so recoverable from such Indemnifying Party pursuant to this ARTICLE VIII, exceeds sixty thousand dollars ($25,000 60,000) (the “DeductibleThreshold”), and in the event the aggregate amount of any such Loss exceeds the Threshold, the Indemnifying Party shall be responsible for the aggregate amount of any such Loss, regardless of the Threshold, subject to the Cap; provided, however, such Threshold shall not apply to any Loss suffered by an Indemnified Party with respect to breaches of the Excluded Representations, fraud, willful breach or intentional misrepresentation, though Losses suffered with respect to breaches of the Excluded Representations or fraud, willful breach or intentional misrepresentation shall be aggregated for purposes of determining whether other Losses exceed the Threshold. (c) andFor purposes of determining whether there has been a breach of any representation or warranty contained in this Agreement, thereafteror the amount of any Loss related to a breach of any representation or warranty contained in this Agreement, the representations and warranties contained in this Agreement shall be considered without regard to any “material,” “Material Adverse Effect” or similar qualifications contained therein. (d) All indemnification rights hereunder shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and any claims may be brought by an Indemnified Party under this ARTICLE VII, regardless of any investigation, inquiry or examination made for or on behalf of, or any Knowledge of, any Indemnified Party, or the acceptance by the Purchaser or the Sellers of any certificate or opinion. (e) In the event that the Sellers shall have an indemnification obligation to any Purchaser Indemnified Party, the Purchaser shall have the right to offset the amount thereof against any portion of the Purchase Price owed to the Sellers, including, without limitation, the Deferred Consideration (but not including any amount due to either Seller in her or his capacity as employee under her or his Employment Agreement), and any such offset shall be deemed to satisfy the indemnification obligation to which it relates to the extent of the offset. If the Seller Representative has disputed any claim for Loss by any Purchaser Indemnified Party in accordance herewith and such dispute has not been resolved, the Purchaser shall have the right to offset the amount of such Loss against any portion of the Purchase Price owed to the Sellers (but not including any amount due to either Seller in her or his capacity as employee under her or his Employment Agreement), until such claim has been resolved pursuant to (a) a written settlement agreement entered into by the Purchaser and the Seller Representative or (b) a final decision, order or award issued in accordance with Section 1.5, Section 8.12 and Section 8.13, as applicable. (f) Subject to Section 7.5(a), no exercise of, nor failure to exercise, the rights set forth in this Section 7.4 shall constitute an election of remedies or limit any Indemnified Party’s other rights hereunder or otherwise. Such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which any Indemnified Party is or may be entitled at law or equity or under this Agreement (including any exhibits hereto). The exercise of rights in good faith hereunder, whether or not ultimately determined to be justified, shall not constitute a breach of any covenant hereunder. (g) In the event any Loss related to a claim by an Indemnified Party is covered by insurance, the Indemnified Party shall only not be entitled to payment for, and recover from the Indemnifying Party (and shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) refund amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment received up to the amount received by of indemnification actually received) with respect to such Loss (but only to the extent the Indemnified PartyParty actually receives an insurance payment with respect to such covered claim and except to the extent any additional amounts become payable to the insurer through adjustments to past, net of any expenses incurred by such Indemnified Party in collecting such amount. present or future premiums or other similar mechanisms within the three (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any 3)-year period following the date of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of claim giving rise to such inaccuracy or breach prior to the Closingadjustments).

Limitations on Indemnification. 5.3.1 The party making a claim provisions for indemnity under this Article VIII is referred to as the “Indemnified Party”Section 5.1.1(a), and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and 5.1.1(g) or Section 8.3, as the case may be, 5.1.2(a) shall be subject to effective only when the following limitations: (A) The Indemnified aggregate amount of all Losses for claims or series of related claims arising from the same facts and circumstances for which indemnification is sought from any Indemnifying Party shall not be entitled to be indemnified exceeds the sum of $50,000 and 1.0% of any Milestone Payment, Royalty Payments and Sublicense Payments actually paid pursuant to Section 8.2(B) or 2.3.2, Section 8.3(B), as the case may be, unless 2.3.3 and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 Section 2.3.4 (the “Deductible”) and), thereafter, in which case the Indemnified Party shall only be entitled to payment for, and indemnification of the Indemnifying Party shall only be liable and required to pay, Damages Indemnified Party’s Losses in excess of the Deductible; provided, howeverthat the foregoing limitation shall not be applicable for breaches of any Fundamental Rep. 5.3.2 In no event shall any Indemnifying Party have liability for indemnification under: (a) Section 5.1.1(a) or Section 5.1.2(a), as applicable, for any amount exceeding, in the aggregate, the sum of $500,000 and 10.0% of any Milestone Payment, Royalty Payments and Sublicense Payments actually paid pursuant to Section 2.3.2, Section 2.3.3 and Section 2.3.4 (the “Cap”); provided, that the foregoing limitation on indemnification described in this Section 8.4(A) 5.3.2 shall not apply to Damages arising from a breach breaches of the representations and warranties any Fundamental Rep; or (b) under Section 5.1.1(g), in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 an amount in excess of $1,000,000. (B) 5.3.3 The aggregate amount Indemnified Party shall take commercially reasonable steps to mitigate any Losses incurred by such party upon and after becoming aware of Damages for which the Indemnifying Party may any event or condition that would reasonably be liable pursuant expected to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply give rise to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) any indemnification rights hereunder. The amount of Damages incurred Losses recovered by any an Indemnified Party under Section 5.1.1 or Section 5.1.2, as applicable, shall be reduced by (ia) any amounts actually recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, a Third Party in connection with such claim and (iib) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any insurance proceeds paid to the Indemnified Party relating to such Tax benefitclaim. 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, reasonably 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. 5.3.4 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 be deemed assign such of its rights to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified proceed against such Third Party receives any amounts under applicable insurance policies, or from any other Person alleged as are necessary to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse permit the Indemnifying Party for any payment made or expense incurred by to recover from the Indemnifying Part in connection with providing such indemnification payment up to Third Party the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountpayment. (D) Seller shall not be liable under 5.3.5 For purposes of this Article VIII for any Damages arising out of ARTICLE 5, the Losses associated with any inaccuracy in or breach of any of the representation or warranty shall be determined without regard to materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. 5.3.6 The representations or 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 18 months after the Effective Date; provided, that the Fundamental Reps shall remain in full force and effect and shall survive indefinitely or, if Buyer had actual knowledge applicable, until 60 days following the expiration of such inaccuracy the applicable statute of limitations; provided, further, that if a Claim Notice or Indemnification Certificate relating to the breach of any representation or warranty is given to the Indemnifying Party on or prior to the Closingdate on which the applicable survival period described in this Section 5.3.5 expires, then, notwithstanding anything to the contrary contained in this Section 5.3.5, such Claim Notice or Indemnification Certificate, as applicable, shall not expire at the applicable expiration date, but rather shall remain in full force and effect until such time as the Claim Notice or the Indemnification Certificate has been fully and finally resolved.

Limitations on Indemnification. The party making a claim under Notwithstanding anything to the contrary contained in this Article VIII is referred to as Section 8: (a) neither Vendor, on the “Indemnified Party”one hand, and nor Purchaser, on the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may beother hand, shall be subject required to indemnify the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) other or Section 8.3(B)its Vendors, directors, officers and employees in respect of any Losses suffered by such other parties as a result of the case may be, breach of any representation or warranty contained in this Agreement unless and until the aggregate amount of all Damages incurred by the Indemnified Party Losses exceeds $25,000 Seventy-Five Thousand United States Dollars (US$70,000.00) (the “DeductibleBasket”), at which point such indemnification obligation shall be from and against all Losses which exceed the Basket, provided that the Basket shall not apply to any Losses related to any willful or fraudulent breach by any party hereto of any provision in this Agreement or any document, instrument or agreement that is to be delivered to the other party pursuant to the terms of this Agreement. (b) the aggregate amount of Vendor’ indemnification obligations or Purchaser’s indemnification obligations for breach of any representation or warranty contained in this Agreement shall not exceed Xxx Xxxxxxx Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (US$1,100,000.00) (the “Cap”), provided that the Cap shall not apply to any Losses related to any willful or fraudulent breach by any party hereto of any provision in this Agreement or any document, instrument or agreement that is to be delivered to the other party pursuant to the terms of this Agreement. (c) neither the Vendor, on the one hand, nor Purchaser, on the other hand, shall be required to indemnify the other or its Vendors, directors, officers and employees in respect of any individual Loss suffered by such other parties as a result of the breach of any representation or warranty contained in this Agreement if such Loss is valued at less than One Thousand United States Dollars (US$1,000.00) (the “De Minimis Exception”), and Losses falling within the De Minimis Exception shall not be included in the Basket so long as the sum total of Losses falling within the De Minimis Exception do not exceed Twenty Five Thousand United States Dollars (US$25,000.00). (d) A party has no obligation or liability for indemnification or otherwise with respect to any representation or warranty made by such party in this Agreement, or the certificates delivered pursuant to Sections 5.02(a) and 5.03(a), after the end of the applicable time period specified in Section 8.01, except for claims relating to the representations and warranties that the party has been notified of prior to the end of the applicable time period. (e) A party has no obligation or liability for indemnification or otherwise with respect to any breach or inaccuracy of any representation or warranty in this Agreement, or the certificates delivered pursuant to Sections 5.02(a) and 5.03(a), or any failure to perform or fulfill any covenants or obligations, if the party making the claim had actual knowledge of the breach, inaccuracy or failure to perform on or prior to Closing. For purposes of this paragraph, actual knowledge is knowledge that is acquired because the events, circumstances and consequences of them were clear on their face from materials provided to or obtained by the party making the claim on or prior to Closing and, thereafterfor greater certainty, includes any waiver of a Closing condition by such party. (f) The Vendor has no liability for, or obligation with respect to, any special, indirect, consequential, punitive or aggravated damages. (g) Notwithstanding the provisions of the Limitations Act, 2002 (Ontario), Civil Code of Quebec S.Q. 1991, c.64 or any other statute, a proceeding or arbitration in respect of a claim for indemnification or otherwise arising from any breach or inaccuracy of any representation or warranty in this Agreement must be commenced on or before six months after the date on which the party making the representation or warranty was notified of the claim, so long as the party was notified of the claim prior to the end of the applicable time period specified in Section 8.01. Any applicable limitation period is extended or varied to the full extent permitted by law to give effect to this Section 8.08(g). (h) Any Indemnified Party is not entitled to double recovery for any claims even though they may have resulted from the breach of more than one of the representations, warranties, covenants and obligations of the Indemnifying Party in this Agreement. (i) Nothing in this Agreement in any way restricts or limits the general obligation at law of an Indemnified Party to mitigate any Loss which it may suffer or incur by reason of the breach by an Indemnifying Party of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. If any claim can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the Indemnified Party shall only be entitled take all appropriate steps to enforce such recovery, settlement or payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess amount of any Losses of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall will be reduced by (i) amounts recovered or the amount of insurance proceeds actually recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (Dj) Seller shall not be liable under Except as provided in this Article VIII for any Damages arising out Section 8.08(j), the indemnities provided in Section 8.02 and Section 8.03 constitute the only remedy of the Purchaser or the Vendor, respectively, against a party in the event of any inaccuracy in or breach of any a representation, warranty, covenant or agreement of such party contained in this Agreement. The Parties acknowledge that the representations failure to comply with a covenant or warranties of Seller obligation contained in this Agreement if Buyer had may give rise to irreparable injury to a party inadequately compensable in damages. Accordingly, a party may seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual knowledge damage (and without requirement of such inaccuracy posting a bond or breach prior other security). Each of the Purchaser and the Vendor expressly waives and renounces any other remedies whatsoever, whether at law or in equity, which it would otherwise be entitled to the Closingas against any other Party.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject (i) Notwithstanding anything to the following limitations: (A) The Indemnified contrary contained in this Agreement, an Indemnifying Party shall not be entitled obligated to be indemnified pursuant pay the Indemnified Parties any amounts for indemnification under Section 12(a)(i) except to the extent the aggregate amount which they would have been obligated to pay to such party but for this Section 8.2(B12(b)(i) or Section 8.3(Bexceeds Fifty Thousand and 00/100 Dollars ($50,000.00), as the case may be, unless and until the aggregate of all Damages incurred by at which time the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party Parties shall only be entitled to payment forseek indemnification for all Damages. (ii) Notwithstanding the foregoing, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A12(b)(i) shall not apply to: (A) the failure or refusal of Seller and the Shareholder to Damages arising from a breach deliver good, indefeasible and marketable title to the Assets, free and clear of all Liens; (B) any amounts for indemnification under Sections 12(a)(ii)-(v); (C) claims relating to the representations and warranties failure of any party to perform its obligations under this Section 12 hereof for purposes of such indemnification; or (D) any claim involving fraud, fraud in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 the inducement or intentional or willful misrepresentation or misconduct. (Biii) The aggregate amount Notwithstanding anything to the contrary contained in this Agreement, all obligations of Damages for which the any Indemnifying Party may be liable for Damages pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B12(a) shall not apply be limited to Damages arising from a breach the Purchase Price except with respect to any claim involving fraud, fraud in the inducement or intentional or willful misrepresentation or misconduct. Notwithstanding the joint and several liability of Seller and the representations and warranties in Sections 3.1Shareholder, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party such parties shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the considered as one Indemnifying Party, then such Indemnified Party so that the aggregate obligations of Seller and the Shareholder shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up be limited to the amount received by the Indemnified PartyPurchase Price, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior subject to the Closingprovisions concerning fraud, misrepresentation and misconduct as provided herein.

Limitations on Indemnification. The party making a claim Notwithstanding anything to the contrary contained in this Agreement, (a) UCB shall not have any liability under this Article VIII is referred Section 9.01(a) hereof (other than for breaches of the Specified Representations) unless the aggregate liability for Losses suffered by the Purchaser Indemnitees thereunder exceeds [***], and then only to as the extent of such excess; (b) UCB’s aggregate maximum liability under Section 9.01(a) hereof (other than for breaches of the Specified Representations) shall not exceed [***] (the “Indemnified PartyCap”, ); (c) no party shall have any liability under Section 9.01(a) or Section 9.02(a) hereof for any individual Loss of less than [***] and such individual Losses shall not be aggregated for purposes of the party against whom preceding clauses (a) and (b); (d) UCB shall not have any liability for any otherwise indemnifiable Loss to the extent (x) the matter giving rise to such claims are asserted is referred as the “Indemnifying Party”. The indemnification Loss had been specifically reserved or provided for in Section 8.2 and Section 8.3, as the case may be, Most Recent Balance Sheet or (y) taken into account in the Working Capital Statement; (e) no party shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, have any liability for an otherwise indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the aggregate Indemnified Party and is due and payable, so long as the claim for such Loss was timely submitted pursuant to the provisions of all Damages incurred this Article IX; and (f) no party shall be liable for any otherwise indemnifiable Loss arising out of any breach of any representation, warranty, covenant or agreement of such party unless a claim therefor is asserted with specificity and in writing by the Indemnified Party exceeds $25,000 (timely in accordance with Section 9.08 hereof, failing which such claim shall be waived and extinguished. The waiver of any condition to the “Deductible”) and, thereafter, Closing based on the Indemnified Party accuracy of any representation or warranty or on the performance of or compliance with any covenant or agreement shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess deemed a waiver of the Deductible; providedright to indemnification under this Article IX with respect to such representation or warranty, howevercovenant, that agreement or obligation. Purchaser’s aggregate maximum liability under Section 9.02(a) hereof (other than for breaches of the limitation in this Section 8.4(APurchaser Specified Representations) shall not apply to Damages arising from a breach of exceed the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such DamagesCap. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up Notwithstanding anything to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contrary contained in this Agreement if Buyer had actual knowledge Agreement, UCB shall not have any liability under Section 9.01(d) hereof unless the aggregate liability for Losses suffered by the Purchaser Indemnitees thereunder exceeds $15,000,000, and then only to the extent of such inaccuracy or breach prior to the Closingexcess.

Limitations on Indemnification. The party making a claim (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller shall not have any liability under this Article VIII is referred to as the “Indemnified Party”clause (iii) of Section 9.01(a), and Buyer shall not have any liability under clause (iii) of Section 9.01(b), in each case, unless the party against whom such claims are asserted is referred as aggregate liability for Losses suffered by the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, shall be thereunder exceeds $2,500,000, and then, subject to the following limitations: clause (Aii), to the extent of the full amount of such Losses, (ii) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) the aggregate liability of Seller or Section 8.3(B)Buyer, as the case may be, unless and until the aggregate under clause (iii) of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”Section 9.01(a) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(Aor 9.01(b) shall not apply in either case exceed 40% of the Final Purchase Price, (iv) no party shall be responsible, pursuant to Damages Sections 9.01(a) and (b), for any indemnifiable Losses suffered by the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, to the extent arising from a out of any breach of the representations any representation or warranty or covenant or agreement of such party herein unless a claim therefor is asserted with specificity and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received writing by the Indemnified Party, net failing which such claim shall be waived and extinguished, (v) no party shall be responsible for any indemnifiable Loss suffered by an Indemnified Party to the extent arising from (A) a change in accounting or taxation law, policy or practice made after Closing, other than a change required to comply with any law, policy or practice in effect at the date hereof, or (B) any legislation not in force at Closing or any change of law or administrative practice which takes effect retroactively or occurs as a result of any expenses incurred by increase in the rates of taxation in force at the date hereof and (vi) no party shall be responsible for any indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the Indemnified Party in collecting and is due and payable, so long as the claim for such amountLoss was timely submitted pursuant to the provisions of this Article IX. The written waiver of any condition to Closing with respect to any inaccuracy of any representation or warranty or any failure to perform or comply with any covenant or agreement shall be deemed a waiver of the right to indemnification under this Article IX with respect to such inaccuracy or failure to perform or comply. (Db) Buyer acknowledges and agrees that, other than the representations and warranties of Seller shall not be liable under this specifically contained in Article VIII for any Damages arising out of any inaccuracy in III or breach of any of the Montvale Agreement, there are no representations or warranties of Seller contained or any other person either expressed or implied with respect to the Business, the transactions contemplated hereby or the Transferred Assets or Assumed Liabilities, individually or collectively. Without limiting the foregoing, Buyer acknowledges that Buyer, together with its advisors, has made its own investigation of the Transferred Assets, the Assumed Liabilities and the Business and is not relying on any implied warranties or upon any representation or warranty whatsoever as to the prospects (financial or otherwise), or the viability or likelihood of success, of the Businesses, except as expressly provided in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement if Buyer had actual knowledge or the Montvale Agreement, neither Seller nor any of such inaccuracy its Affiliates makes any representations or breach prior warranties relating to the maintenance, repair, condition, design, performance or marketability of any Transferred Asset, including merchantability of fitness for a particular purpose. Buyer acknowledges and agrees that it shall obtain rights in the Transferred Assets in their present condition and state of repair, “as is” and “where is”, except as expressly provided in this Agreement. Except as expressly set forth in this Agreement or any other Transaction Agreement, Buyer acknowledges and agrees that it shall have no claim or right to indemnification pursuant to this Article IX (or otherwise) with respect to any information, documents or materials furnished to or for Buyer by Seller, any of its Affiliates, or any of its or their officers, directors, employees, agents or advisors, including the Confidential Information Memorandum dated July 2003 (the “Information Memorandum”) regarding the Business provided to Buyer and any information, documents or material made available to Buyer in any “data room”, management presentation or any other form in expectation of the transactions contemplated hereby (other than claims of, or causes of action arising from, fraud). (c) Buyer further acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to any and all claims relating to this Agreement, the Business, the transactions contemplated hereby and the Transferred Assets (other than claims of, or causes of action arising from, fraud) shall be pursuant to the indemnification provisions set forth in this Article IX. In furtherance of the foregoing, Buyer hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) that it or any other Buyer Indemnified Party may have against Seller or any of its Affiliates arising out of this Agreement and under or based upon any Federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise including with respect to environmental matters generally and any matters under the Comprehensive Environmental Response, Compensation, and Liability Act (except pursuant to the indemnification provisions set forth in this Article IX).

Limitations on Indemnification. The party making a claim under (a) Notwithstanding the foregoing provisions of this Article VIII is referred to as the “Indemnified Party”IV, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (Ai) The Indemnified Party CTCM shall not be entitled to be indemnified liable, pursuant to Section 8.2(B4.1 hereof, for any indemnifiable Damages suffered by any Warrantor arising out of a breach of any representation, warranty, covenant or agreement of CTCM herein unless a claim therefor is asserted in writing prior to the expiration of the period of survival applicable to such representation, warranty, covenant or agreement set forth in Section 4.4, failing which such claim shall be waived and extinguished, (ii) or CTCM shall not be liable, pursuant to Section 8.3(B4.1(a), as the case may be, for (x) any Damages suffered by any Warrantor unless and until the aggregate of all Damages incurred suffered by the Indemnified Party exceeds $25,000 Warrantors hereunder and under Section 6.3(a) of the Purchase Agreement (without double counting) exceeds, on a cumulative basis, an amount equal to 0.50% of the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment forConsideration, and then only to the Indemnifying Party extent of such excess or (y) any individual items where the Damage relating thereto is less than the equivalent of US$100,000 and such items shall only not be aggregated for purposes of the immediately preceding clause (x), (iii) the aggregate liability of CTCM and the Purchaser, taken together (without double counting), pursuant to Section 4.1(a) hereof and under Section 6.3(a) of the Purchase Agreement for Damages suffered by the Warrantors shall in no event exceed 20% of the Consideration and (iv) no party hereto shall be liable and required to paythe other for indirect, Damages in excess special, incidental, consequential or punitive damages claimed by such other party resulting from such first party’s breach of the Deductibleits representations, warranties or covenants hereunder; provided, however, that the limitation limitations described in this Section 8.4(Aclauses (i) through (iii) shall not apply to Damages arising from a breach any act or omission constituting fraud. For purposes solely of the this Article IV, all representations and warranties of CTCM in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 Article II shall be construed as if the term “material” (and variations thereof) were omitted from such representations and warranties. (Bb) The aggregate amount of Damages for Parties shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the Indemnifying Party may be liable pursuant other party hereunder, including by making reasonable best efforts to Section 8.2(B) mitigate or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, resolve any such claim or 4.6 liability. (Cc) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable Indemnification under this Article VIII for any Damages arising out IV and Article VI of the Purchase Agreement shall be the sole and exclusive remedy of any inaccuracy in party after the Closing with respect to any and all claims relating to this Agreement, the other Transaction Agreements, the Target Group or breach of any of the representations or warranties of Seller contained in transactions contemplated by this Agreement if Buyer had actual knowledge or the other Transaction Agreements (other than claims of, or causes of such inaccuracy or breach prior to the Closingaction arising from, fraud).

Limitations on Indemnification. The party making a claim (a) Notwithstanding anything to the contrary provided elsewhere in this Agreement, the obligations of any Indemnitor under this Article VIII is referred Agreement to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The indemnify any Indemnified Party shall not be entitled with respect to be indemnified any Claim pursuant to Section 8.2(B12.3 will be of no force and forever barred unless the Indemnified Party has given the Indemnitor written notice of such claim prior to the twelve-month anniversary of the date of the Closing; provided, that subject to Section 12.5(f) hereof, the indemnification obligations pursuant to Sections 12.3(a)(iii) and 12.3(b)(iii) shall not expire. In any event, each party will cooperate with all reasonable requests of the other parties and their respective counsel in connection with the investigation, litigation, defense, settlement or other attempted resolution. (b) Indemnification by the Seller under paragraph (a)(i) of Section 8.3(B), as the case may be, unless and until the aggregate of all 12.3 for Damages imposed upon or incurred by the Indemnified Party Buyer or any the Buyer Affiliate as a result of any breach of any representations and warranties of the Seller will be provided by the Seller only if, and then only to the extent that, the aggregate amount of all such Damages exceeds $25,000 250,000 (the “DeductibleDeductible Amount”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible); provided, however, that individual Claims involving Damages of less than $25,000 will not be indemnified and will not be applied in determining whether the limitation aggregate Damages exceed the foregoing Deductible Amount (the “de minimus Exception”). Notwithstanding the foregoing, in this Section 8.4(A) no event shall not the Deductible Amount or the de minimus Exception be deemed to apply to Damages arising from a breach breaches of the representations and warranties contained in Sections 3.13.2 (Subsidiaries), 3.23.3 (Authorization), 3.73.4 (Valid and Binding), 4.13.7 (Capitalization), 4.23.8(d) (Taxes), 4.43.13(a) (Title to Properties) or 3.24 (Finder’s Fee), or4.6 such that Damages arising from breaches of any of the foregoing representations and warranties shall be payable from the first dollar of such Damages. (Bc) The aggregate Any determination of Damages incurred by an Indemnified Party will be made after taking into account (i) any tax refund, reduction or benefit actually realized, with the amount actually realized being the actual reduction in federal income taxes of the Indemnified Party resulting from the deduction of the Damages to which the indemnity payment relates, with the assumption that all other deductions to which the Indemnified Party is entitled are taken before the deduction for the Damages at issue, (ii) any increase in the federal income tax liability of the Indemnified Party resulting from the inclusion of such indemnity payment as an item of gross income of the Indemnified Party, with the assumption that all other items of income which the Indemnified Party is required to include in gross income and all other deductions to which the Indemnified Party is entitled are included or taken before the inclusion of the amount such indemnity payment, (iii) any insurance proceeds the Indemnified Party actually received (net of cost of collection and increases in premiums), and the Indemnified Party agrees to use commercially reasonable efforts to recover any insurance proceeds which may be due, and (iv) any warranty reimbursements actually received (net of cost of collection). In no event may any Indemnified Party be awarded special, punitive or multiple Damages. (d) Except for the definition of Permitted Liens, for purposes of determining whether or not there exists a breach of a representation or warranty or the amount of the Damages arising therefrom, the materiality, Material Adverse Effect, and similar qualifiers contained in such representations and warranties shall be disregarded. (e) Each of the parties and each Indemnified Party agrees to take all reasonable steps to mitigate their respective Damages upon the senior management level employees of such party becoming aware of any event or condition which would reasonably be expected to give rise to any Damages that are indemnifiable hereunder. (f) Any Buyer or Buyer Affiliate seeking Damages from the Seller shall be required to satisfy all claims for Damages for which the Indemnifying Party may Buyer or Buyer Affiliate is determined to be liable entitled to indemnification pursuant to Section 8.2(Bthis Article 12 solely from the Escrow Account (to the extent thereof) or Section 8.3(B), as in accordance with the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach terms of the representations and warranties in Sections 3.1Escrow Agreement for such account, 3.2, 3.7, 4.1, 4.2, 4.4, after which point the Seller will have no further obligation to indemnify the Buyer or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or Buyer Affiliate from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such further Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as (a) Absent fraud, the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, this Article VI shall be subject the sole and exclusive post-Closing remedy available to any party against the other parties for any Losses arising under or based upon this Agreement or the transactions contemplated hereby. (b) Absent fraud, no party hereto will be entitled to receive from any other party hereto punitive, incidental, special or consequential damages as a result of Losses hereunder; provided, however that this limitation shall not apply with respect to any Losses that arise from a claim involving a third party proceeding to the extent punitive, incidental, special or consequential damages are claimed by such third party. (c) For the purposes of the indemnification provisions set forth in this Article VI, any Losses shall be determined on a net basis after giving effect to any actual cash payments, setoffs, recoupment, or any other payments in each case received, realized, or retained by the Indemnified Party (including any amounts recovered by the Indemnified Party from unaffiliated third party insurance providers) as a result of any event giving rise to a claim for such indemnification. (d) Absent fraud, the parties hereby agree to the following limitationslimitations on their respective indemnification covenants set forth in this Article VI: (Ai) The Indemnified no Indemnifying Party shall not be entitled obligated to be indemnified pursuant to Section 8.2(B) defend, indemnify, hold harmless, or Section 8.3(B), as the case may be, unless and pay under an indemnification obligation under this Article VI until the aggregate Losses of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible10,000; provided, however, that to the limitation extent any such Losses do exceed $10,000, such Indemnified Party’s indemnification entitlement shall include such initial $10,000; and (ii) except in the case of a breach of a Fundamental Representation(s) or a Covenant Breach(es), the indemnification obligations of an Indemnifying Party to all of its or his Indemnified Parties, collectively, under this Section 8.4(A) Article VI shall not apply exceed, in the aggregate, $1,000,000. In the case of a breach of a Fundamental Representation(s) and/or a Covenant Breach(es), the indemnification obligations of an Indemnifying Party to Damages arising from all of its or his Indemnified Parties, collectively, under this Article VI shall not exceed, in the aggregate, $1,500,000. As used herein, a “Covenant Breach” means a breach of Section 5.1 of this Agreement or a breach of the representations Non-Competition Agreement. For the avoidance of doubt, it is understood and warranties agreed by the parties that the $1,000,000 and $1,500,000 limitations on liability set forth in Sections 3.1this paragraph are not mutually exclusive and that, 3.2except for fraud, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The the aggregate amount indemnification obligations of Damages for which the an Indemnifying Party may be liable pursuant to Section 8.2(B) all of its or Section 8.3(B)his Indemnified Parties, as the case may becollectively, under this Article VI shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . 1,500,000 (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefori.e., and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damagesnot $2,500,000). In computing the amount of any such Tax benefitFor this purpose, the Indemnified Party Seller and Stockholder shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the one “Indemnifying Party, then such Indemnified Party ” and Unique and Buyer shall promptly reimburse the be deemed one “Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount”. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim (a) No Indemnifying Party shall have any liability with respect to, or obligation to indemnify for, Losses under Article VI hereof unless the aggregate amount of Losses for which such Indemnifying Party would, but for the provisions of this Section 6.5, be liable exceeds, on an aggregate basis, $50,000, but in such event the Indemnifying Party’s obligations under Article VIII is referred VI hereof will be without regard to as the “Indemnified Party”, such threshold and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not Indemnitee will be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as receive the case may be, unless and until full amount of such Losses from the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductiblefirst dollar; provided, however, that the limitation in this Section 8.4(A) such threshold shall not apply to Damages arising from losses related to title to the Company’s Assets and Taxes and obligations of a breach party that arise under this Agreement subsequent to the Closing Date. The combined maximum indemnification liability of the representations Talen II and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, Shareholders shall not exceed Nine Million Three Hundred Sixteen Thousand ($2,300,0009,316,000); provided, however, that the limitation in this Section 8.4(B) such maximum shall not apply to Damages arising from losses related to title to the Company’s Assets, Liabilities, Taxes and obligations of a breach party that arise under this Agreement subsequent to the Closing Date. Notwithstanding anything in this Agreement to the contrary, the maximum indemnification liability of each Shareholder shall not exceed the representations following amounts, respectively: Xxxxxxx Xxxxxxx Xxxxx, $3,150,000; Xxxxxxx Xxxxx, $3,150,000; The Xxxxxxxx Xxxxx Xxxxx Trust No. 1, $900,000; The Xxxxx Xxx Talen Trust No. 1, $900,000; and warranties in Sections 3.1The Xxxxxxx Xxxxxxx Xxxxx, 3.2XX Trust No. 1, 3.7, 4.1, 4.2, 4.4, or 4.6 $900,000 and Talen II $316,000. (Cb) Notwithstanding anything to the contrary set forth in this Agreement, the parties hereto agree that consequential and punitive damages and damages for lost profits shall be recoverable only to the extent they are included in a Third Party Claim for which an Indemnifying Party is responsible. (c) The amount of Damages incurred by for which any Indemnified Party person is entitled to indemnification or other compensation hereunder shall be reduced by any corresponding insurance proceeds actually realized by such party in respect of such matter or by which such insurance has reduced the actual out-of-pocket costs of such party. (id) amounts recovered In the event that the Company ceases to carry site pollution insurance coverage in an amount equal to or recoverable by greater that the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible thereforamount of coverage in place on the day before the Closing Date, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any indemnity recoverable from the Shareholders with respect to any indemnity claim for damages that would have been covered by such Tax benefit, the Indemnified Party site pollution insurance shall be deemed reduced by the amount of such coverage in place on the day before the Closing Date. Regarding other types of insurance coverage, Buyer and Company agree and obligate themselves to fully utilizecause the Company to maintain in full force and effect policies of insurance of the same types currently in effect (with coverage limitations no less than, at the highest marginal tax rate then and deductibles no greater than, those currently in effect, all Tax items arising ) for a period of twenty-four (24) months from the incurrence or payment date of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountClosing. (De) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller Notwithstanding anything contained in this Agreement if Buyer had actual knowledge to the contrary, no Shareholder shall be liable for the breach by another Shareholder of such inaccuracy the latter’s noncompetition and/or nonsolicitation obligations or breach prior any other obligations that arise under this Agreement or any Related Agreement subsequent to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject (a) Notwithstanding anything to the following limitations: (A) The Indemnified Party contrary set forth in this Agreement, neither Buyer nor Seller shall not be entitled to be indemnified pursuant to Section 8.2(Breceive any amount in respect of any indemnification claims: (i) or Section 8.3(B), as the case may be, unless and until the aggregate amount of all Damages incurred or suffered by the Indemnified such Party exceeds $25,000 100,000 (the “DeductibleBasket”) andin the aggregate, thereafterin which event, the Indemnified Party Indemnifying Person shall only be entitled obligated to payment forindemnify the Injured Party, and the Indemnifying Injured Party shall only be liable and required may assert its right to payindemnification, Damages to the full extent of all Indemnified Losses, including Indemnified Losses that are less than the Basket, or (ii) in excess of $5,000,000 (the Deductible“Cap”) in the aggregate; provided, however, that the limitation in this Section 8.4(A) Cap shall not apply to Damages breaches of any Fundamental Reps, and neither the Basket nor the Cap shall apply to breaches of (x) any covenant contained in Article 2, Article 5 or Article 6, (y) the indemnification obligations under Section 9.1(b), or (z) or any act of fraud on the part of Seller (collectively, the matters referenced in this proviso are referred to herein as the “Uncapped Indemnification Matters”). Except to the extent indemnifiable pursuant to Section 9.1(b), neither Buyer nor Seller shall be entitled to receive any amount in respect of any indemnification claims resulting from or arising from out of any breach or violation of any Fundamental Reps in excess of the Aggregate Consideration. (b) Except with respect to Uncapped Indemnification Matters, the indemnification obligations in this Article 9 shall terminate on the date that is eighteen (18) months after the Closing Date, unless prior to such date, the Injured Person has notified the Indemnifying Person of an indemnification claim in accordance with Section 9.4 or 9.5 above, in which case, the indemnification obligations in this Article 9 with respect to such claim shall survive until resolution of such indemnification claim. (c) Payments by an Indemnifying Party pursuant to this Article 9 in respect to any Indemnified Loss shall be reduced by an amount equal to any insurance recoveries that are received by the Injured Party with respect to all or a portion of such Indemnified Loss. (d) The foregoing indemnification provisions of this Article 9 shall be the exclusive remedy of a Party for breach by the other Party of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 Article 3 or Article 4 above. (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim (a) Notwithstanding any other provision of this Agreement to the contrary, (i) the Indemnifying Party will not be liable under this Article VIII is referred 7 for any Losses to the extent that the Indemnified Parties have otherwise been fully compensated for such Losses pursuant to this Article 7 so as to avoid “double counting” of the “Indemnified Party”same Losses and (ii) each of the parties hereto will use their commercially reasonable efforts to mitigate all Losses relating to an Indemnification Claim contemplated by Section 7.3(b). (b) From and after the Initial Closing Date, except with respect to claims for fraud or willful misconduct, the sole and exclusive remedy for any and all Losses arising out or relating to any breach, or alleged breach, of any representation or warranty or any covenant or agreement in this Agreement, will be the indemnification provisions set forth in this Article 7, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject parties hereto each hereby waive to the following limitations: (A) The Indemnified Party shall not be maximum extent permitted by applicable Law any other remedy to which they or any other Person entitled to be indemnified indemnification hereunder may have at Law or in equity with respect thereto; provided, however, that nothing in this Section 7.4(b) will prevent any party from exercising its rights pursuant to Section 8.2(B8.5 in lieu of the indemnification provisions set forth in this Article 7. (c) Notwithstanding any other provision hereof, in no event will the aggregate amount of Losses for which an Indemnifying Party is obligated to indemnify the Indemnified Parties pursuant to Section 7.2(a)(i) or Section 8.3(B), as the case may be, unless and until 7.2(b)(i) exceed the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 Purchase Price (the “DeductibleCap”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible); provided, however, that the limitation in this Section 8.4(A) shall Cap will not apply to Damages arising from a breach limit the indemnification of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . Indemnified Parties with respect to any Losses resulting from or relating to breaches of any Fundamental Reps (B) The aggregate amount other than breaches of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B3.9) or Section 8.3(B), as any Losses to the case may be, shall not exceed $2,300,000; provided, however, that extent resulting from fraud on the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach part of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject Subject to the following limitationsprovisions of Section 7.5: (Aa) The no indemnification shall be payable to a Buyer Indemnified Party Person as a result of any Losses arising under Section 7.2(a) until the aggregate amount of all Losses incurred by all Buyer Indemnified Persons exceeds $100,000, whereupon the Buyer Indemnified Persons shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as receive the case may be, unless and until the aggregate full amount of all Damages incurred by Losses (including the Indemnified Party exceeds first $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess 100,000 of the Deductiblesuch Losses); provided, however, that the limitation in this Section 8.4(A) foregoing shall not apply to Damages any Losses resulting from or arising from a out of any breach or inaccuracy of the Excepted Representations or of the representations and warranties set forth in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 .3.7(c) and 3.20(c); (Bb) The the maximum aggregate amount liability of Damages the Seller for which the Indemnifying Party may all Losses arising under Section 7.2(a) shall be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,0003,500,000; provided, however, that the limitation in this Section 8.4(B) foregoing shall not apply to Damages any Losses resulting from or arising from out of any breach or inaccuracy of the Excepted Representations; (c) a Buyer Indemnified Person shall not be entitled to a duplicate recovery under this ARTICLE VII (i) with respect to any Losses taken into account in the calculation of Final Working Capital or (ii) to the extent that the state of facts giving rise to indemnification hereunder constitutes a breach of the representations and warranties in Sections 3.1more than one representation, 3.2, 3.7, 4.1, 4.2, 4.4, warranty or 4.6 .covenant hereunder; (Cd) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing in determining the amount of any such Tax benefitLoss for which a Buyer Indemnified Person is entitled to indemnification pursuant to this ARTICLE VII, the Indemnified Party there shall be deemed subtracted an amount equal to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment proceeds actually received by the Indemnifying Party, then such Buyer Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part Person in connection with providing such indemnification payment up Loss, provided that, no Buyer Indemnified Person shall have any obligation to the amount received by the Indemnified Party, net of pursue any expenses incurred by such Indemnified Party in collecting such amount.insurance claim or recovery; and (De) Seller in no event shall not any party to this Agreement be liable under for indirect, punitive, exemplary, special or consequential damages including lost profits pursuant to this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingARTICLE VII.

Limitations on Indemnification. The party making a claim under Subject to the requirements of Section 4.5, Section 4.6 and Section 8 of this Article VIII is referred to as the “Indemnified Party”, Agreement and the party against whom such claims are asserted is referred as Florida Business Corporation Act, the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party Corporation shall not be entitled obligated to be indemnified indemnify any person in connection with any Proceeding (or any part of any Proceeding): (a) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid; (b) for an accounting or disgorgement of profits pursuant to Section 8.2(B16(b) of the Exchange Act, or Section 8.3(Bsimilar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements); (c) for any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Corporation, as required in each case under the case may be, unless and until Exchange Act (including any such reimbursements that arise from an accounting restatement of the aggregate Corporation pursuant to Section 304 of all Damages incurred by the Indemnified Party exceeds $25,000 Xxxxxxxx-Xxxxx Act of 2002 (the “DeductibleXxxxxxxx-Xxxxx Act”), or the payment to the Corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if such person is held liable therefor (including pursuant to any settlement arrangements); (d) andinitiated by such person against the Corporation or its directors, thereafterofficers, employees, agents or other indemnitees, unless (i) the Indemnified Party shall only be entitled Board of Directors authorized the Proceeding (or the relevant part of the Proceeding) prior to payment forits initiation, and (ii) the Indemnifying Party shall only be liable and Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, (iii) the Proceeding has been brought to seek enforcement of any of the provisions of this Agreement, (iv) otherwise required to paybe made under Sections 5 or 8 of this Agreement, Damages in excess of the Deductibleor (v) otherwise required by applicable law; or (e) if prohibited by applicable law; provided, however, that if any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the limitation in validity, legality and enforceability of the remaining provisions of this Section 8.4(AAgreement (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not apply in any way be affected or impaired thereby; and (2) to Damages arising from a breach the fullest extent possible, the provisions of the representations and warranties in Sections 3.1this Agreement (including, 3.2without limitation, 3.7each such portion of any paragraph or clause containing any such provision held to be invalid, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) illegal or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(Bunenforceable) shall not apply be construed so as to Damages arising from a breach of give effect to the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable intent manifested by the Indemnified Party under applicable insurance policies or from any other Person alleged provision held to be responsible thereforinvalid, and (ii) any Tax benefit realized illegal or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountunenforceable. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under (a) No Indemnifying Party shall be required to indemnify an Indemnified Party hereunder except to the extent that the aggregate amount of Losses for which the Indemnified Party is otherwise entitled to indemnification pursuant to this Article VIII is Section 13 exceeds $250,000, whereupon the Indemnified Party shall be entitled to be paid the excess of (i) the aggregate amount of all such Losses over (ii) $250,000, subject to the limitations on recovery and recourse set forth in Sections 13.5(b) and 13.6 below; provided, however, that (A) Cash Tax Claims (as defined in Section 13.6 below) shall not be subject to either the $250,000 deductible described above or to the limitations as to recovery and recourse referred to as the “Indemnified Party”below, and (B) Losses related to or arising directly or indirectly out of any inaccuracies in any representation or warranty made by any of the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for Sellers in Section 8.2 4.5 or Section 4.29 (collectively, "Unlimited Claims") shall be indemnified in their entirety by such Seller or the Sellers, as applicable, and shall not be subject to either the $250,000 deductible described above or to the limitations as to recovery and recourse referred to below. (b) Subject to the first sentence of Section 13.6 and notwithstanding anything else to the contrary otherwise stated herein or in any other Transaction Document, the aggregate amount actually payable by either (i) the Buyer as an Indemnifying Party on the one hand or (ii) the Sellers as Indemnifying Parties on the other hand pursuant to this Section 13 and Section 8.311 of the Exchange Agreement, with respect to all Claims against such Indemnifying Party or Indemnifying Parties, as the case may be, other than Unlimited Claims (as to which no such limit shall apply), shall in no event exceed $5,000,000 (as such amount may be subject reduced from time to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified time pursuant to Section 8.2(B3(d) or of the Buy-Sell Agreement). (c) No Indemnifying Party shall be liable for any Losses pursuant to this Section 8.3(B), as the case may be, 13 unless and until the aggregate of all Damages incurred a written claim for indemnification in accordance with Section 13.4 is given by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to paywith respect thereto within eighteen (18) months after the Closing, Damages in excess of the Deductible; provided, however, except that the this time limitation in this Section 8.4(A) shall not apply to Damages any Losses related to or arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) directly or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising indirectly out of any inaccuracy Tax Claims or Unlimited Claims, as to which in or breach each case the applicable statute of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closinglimitations shall apply.

Limitations on Indemnification. The party making a claim under this Article VIII is referred (a) All claims for indemnification pursuant to as Section 9.1 must be made within twenty-four (24) months following the Closing Date or otherwise shall be considered and deemed null and void; provided, however, that claims for indemnification relating to any breach of Section 4.1 (Organization and Qualification), Section 4.2 (Authority; Enforceability), Section 4.3 (Noncontravention), Section 4.8(a) (Tangible Personal Property), Section 4.15 (Employee Benefit Plans), Section 4.16 (Tax Matters) and Section 4.22 (Employees; Labor Relations) must be made within the applicable statute of limitations (collectively, the “Indemnified PartyIndemnity Period”). Notwithstanding the foregoing, if one or more Claim Notices (as defined below) is given to any of the Indemnifying Parties within the required time period, such applicable Indemnity Period shall continue in full force and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject effect solely with respect to the following limitations:claim(s) set forth in such Claim Notice(s) until such time as such claim has been fully and finally resolved in accordance with Section 9.5 or Section 9.6. (Ab) The Indemnified Party Seller Parties shall not be entitled required to be indemnified pursuant to Section 8.2(Bmake any indemnification payments under Sections 9.1(a)(i) (ii), (iv) or Section 8.3(B), as the case may be, (v) unless and until the aggregate of all Damages incurred by claims asserted against the Seller Parties thereunder exceed U.S.$300,000 in the aggregate, after which the Indemnified Party exceeds $25,000 Purchaser Parties shall be entitled to recover for any and all Claims under Sections 9.1(a)(i), (iv) or (v) in excess of U.S.$300,000 (the “Deductible”) and). Each Shareholder shall not be required to make any indemnification payments under Section 9.2 unless and until the claims asserted against such Shareholder thereunder exceed U.S. $150,000 in the aggregate, thereafter, after which the Indemnified Party Purchaser Parties shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages recover for all such claims in excess of U.S. $150,000. Notwithstanding the Deductibleforegoing, the provisions of this Section 9.4(b) shall not apply to (i) any breach of Section 4.16 (Tax Matters), (ii) any knowing or intentional breach of a representation or warranty (iii) or any liabilities with respect to Seller’s administration of any Employment Benefit Plan up to and including the Closing Date. (c) The maximum liability under Sections 9.1(a)(i), (ii),(iv), (v) and Section 9.2 of the Seller Parties on an aggregate basis shall be U.S.$8,000,000; provided, however, that this limitation shall not apply to (i) any breach of Section 4.16 (Tax Matters), and (ii) any knowing or intentional breach of a representation or warranty. (d) All claims for indemnification pursuant to Section 9.3 must be made within twenty-four (24) months following the Closing Date or otherwise shall be considered and deemed null and void; provided, however, that claims for indemnification relating to any breach of Section 6.1 (Organization and Qualification), Section 6.2 (Authority; Enforceability) Section 6.3 (Noncontravention), and Section 6.8 (Validity of Shares) must be made within the applicable statute of limitations (collectively, the “Purchaser Indemnity Period”). Notwithstanding the foregoing, if one or more Claim Notices (as defined below) is given to any of the Indemnifying Parties, such applicable Purchaser Indemnity Period shall continue in full force and effect solely with respect to the claim(s) set forth in such Claim Notice(s) until such time as such claim has been fully and finally resolved in accordance with Section 9.5 or Section 9.6. (e) The Purchaser and the Parent shall not be required to make any indemnification payments under Sections 9.3(a), (b) unless and until the claims asserted against the Purchaser and/or the Parent exceed U.S.$300,000 in the aggregate, after which the Seller Party Indemnified Parties shall be entitled to recover for all Claims under Sections 9.3(a), (b) in excess of U.S.$300,000; provided, however, that the foregoing limitation in this Section 8.4(A) shall not apply to Damages arising from a any knowing or intentional breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (Ba representation or warranty. The maximum liability under Section 9.3(a) The aggregate amount of Damages for which the Indemnifying Party may shall be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000U.S.$8,000,000; provided, provided however, that the foregoing limitation in this Section 8.4(B) shall not apply to Damages arising from a any knowing or intentional breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, a representation or 4.6 warranty. (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, 12.1 shall be subject to the following limitationslimitations and conditions: (Aa) The Indemnified Party Except as provided in Sections 12.4(b) and (c), the Shareholders shall not be entitled obligated to be indemnified pursuant to pay the Purchaser any amounts for indemnification under Section 8.2(B) or Section 8.3(B), as the case may be, 12.1 unless and until the aggregate of all Damages incurred such amounts due the Purchaser under Section 12.1 exceeds One Million dollars ($1,000,000), at which time the Shareholders would be obligated to pay only such amounts exceeding One Million Dollars ($1,000,000). (b) Except as provided in Section 12.4(c), the Shareholders shall not be obligated to pay any amounts for indemnification under Section 12.1, to the extent that such amount or amounts, alone or in the aggregate, actually paid by the Indemnified Party Shareholders, exceeds $25,000 (the “Deductible”an amount equal to Six Million Five Hundred Thousand Dollars. Additionally, no Shareholder shall be obligated to pay any amount for indemnification under Section 12.1(b)(i) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that amount of such Shareholders' Pro Rata Share of the limitation in this Section 8.4(APurchase Price actually received by such Shareholder. (c) The limitations set forth under Sections 12.4(a) and (b) shall not apply to Damages arising from a breach of the representations a representation or covenant contained in Article II or Sections 3.15(a), 5.1 and warranties in Sections 3.112.1(a)(i), 3.212.1(a)(iii)(C), 3.7, 4.1, 4.2, 4.4, or4.6 12.1(a)(iii)(E) and 12.1(a)(iii)(F). (Bd) The aggregate In determining any amount of Damages indemnification for which the Indemnifying Party may be liable Purchaser or the Company is entitled to payment or indemnification pursuant to Section 8.2(B) this Article XII or Section 8.3(B)otherwise, as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The indemnification amount of Damages incurred by any Indemnified Party shall be reduced by an amount equal to the present value of any net tax benefit realized by the Purchaser or the Company which is attributable to such loss or derived therefrom in the same or any past or subsequent period. (e) If the Purchaser or the Company receives or recovers any proceeds from an insurance carrier in connection with a loss indemnified hereunder, the Purchaser shall apply the proceeds against payment of the loss or promptly repay to the indemnifying party the amount so recovered (less any taxes payable), up to an amount not exceeding the amount theretofore paid by the indemnifying party to the Purchaser. (f) Any claim for indemnity pursuant to this Agreement must be made in writing and delivered to the indemnifying party: (i) amounts recovered on or recoverable by prior to the Indemnified Party second anniversary of the Closing Date, as to claims for indemnity arising under applicable insurance policies or from any other Person alleged to be responsible thereforArticle XI, and paragraph (a); (ii) any Tax benefit realized on or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up prior to the amount received by expiration of the Indemnified Partyapplicable statute of limitations as to claims for indemnity arising under Article XI, net paragraph (b); or (iii) on or prior to the third anniversary of any expenses incurred by such Indemnified Party in collecting such amountthe Closing Date, as to claims for indemnity arising under Article XI, paragraph (c). (Dg) Seller The Purchaser and the Company shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any not, without prior written consent of the representations Shareholder Representative, agree to any extension of a statute of limitations, applicable to any claim or warranties of Seller contained actions which may result in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior a loss for which the Shareholders may be obligated to the Closingindemnify.

Limitations on Indemnification. The party making a claim under this Article VIII is referred (a) Subject to as Section 7.3(e), the “Indemnified Party”maximum liability for indemnification of Losses arising out of, and in connection with, or resulting from (i) the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for circumstances described in Section 8.2 7.2(a)(i) (other than Losses arising out of, in connection with, or resulting from a breach or inaccuracy of the Specified Representations) and Section 8.3, as the case may be7.2(a)(x), shall be subject an amount equal to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 Indemnification Escrow Amount (the “DeductibleGeneral Indemnification Cap”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized the circumstances described in Section 7.2(a)(ii) through Section 7.2(a)(x) or realizable by the Indemnified Party Section 7.2(a)(i) for Losses arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefitout of, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of or resulting from any inaccuracy in or breach of any of the representations Specified Representations, in each case, shall not be subject to the General Indemnification Cap, and the maximum liability for indemnification relating thereto shall be an aggregate amount equal to the Purchase Price actually received by Seller. (b) No claim shall be made pursuant to Section 7.2(a)(i) unless the cumulative amount of Losses suffered, sustained or warranties incurred by the Parent Indemnified Parties for claims made pursuant to Section 7.2(a)(i) exceeds Five Hundred Thousand Dollars ($500,000) (“Basket”), and then the Parent Indemnified Parties shall be entitled to recover all Losses in excess of Seller contained the Basket; provided, that claims for breach of any of the Specified Representations shall not be subject to the foregoing limit and shall not be included in the determination of whether the limit has been reached. (c) None of the Indemnifying Parties shall have any right of contribution from, nor may any Indemnifying Party seek indemnification or advancement of expenses (under Contract, pursuant to applicable Law or otherwise) from, the Company or Parent with respect to any Loss claimed by a Parent Indemnified Party. (d) Notwithstanding anything that may be deemed to be to the contrary set forth in this Agreement, nothing in this Article VII or elsewhere in this Agreement if Buyer had actual knowledge shall limit the Liability of any Person (and neither the Indemnification Escrow Amount nor the aggregate Purchase Price shall be the exclusive remedy) in respect of Losses arising out of, nor shall any action against such inaccuracy Person be barred (and nothing herein shall serve as a defense thereto) in relation to, any fraud, intentional misrepresentation or breach prior willful misconduct committed by such Person or to any fraud, intentional misrepresentation or willful misconduct of which such Person was actually aware, provided, however, that there shall not be any double recovery to the Closingextent a claim is asserted pursuant to Section 7.2(a)(iv). (e) The right to indemnification based on representations, warranties, covenants and obligations in this Agreement will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification based on such representations, warranties, covenants and obligations.

Limitations on Indemnification. The party (i) Subject to Section 10.2(c)(iii), the maximum Liability of the indemnifying Party (an “Indemnitor”) to any Person making a claim for indemnification under this Article Section 10.2 (an “Indemnitee”) in respect of Losses suffered by an Indemnitee solely as a result of any facts or circumstances which constitute a breach of any representation or warranty listed in Articles V, VII or VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject an amount equal to the following limitations: following: (A) The Indemnified Party prior to the Minimum Survival Date, 25% of the aggregate of the Initial Net Proceeds to Bxxxxxx Shareholders and any Supplemental Proceeds to Bxxxxxx Shareholders; and (B) subsequent to the Minimum Survival Date, the Escrow Amount. (ii) Subject to Section 10.2(c)(iii), the Indemnitor shall not be entitled required to be indemnified pursuant to Section 8.2(B) indemnify an Indemnitee in respect of any Losses suffered by such Indemnitee solely as a result of any facts or Section 8.3(B)circumstances which constitute a breach of any representation or warranty contained in Articles V, as the case may be, unless and VI or VII until the aggregate of all Damages incurred Losses suffered by the Indemnified Party Indemnitee exceeds $25,000 500,000 (the “DeductibleBasket Amount”); and then only for the amount by which the Losses exceed the Basket Amount. In measuring the amount of Losses suffered by the Indemnitee in respect of a matter which is the subject of any representation or warranty for purposes of determining whether the Basket Amount has been exceeded, any qualification of a representation and warranty by reference to materiality or the absence of any Material Adverse Effect or Material Adverse Change shall be disregarded. (iii) and, thereafter, the Indemnified Party shall only be entitled to payment for, The limitations of Sections 10.2(c)(i) and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A10.2(c)(ii) shall not apply to Damages arising from a breach Losses described in or based upon clauses (ii) and (iii) of Section 10.1, clause (i), (iv) and (v) of Section 10.1 to the extent that such claims are based on claims of any Governmental Authority or violations of Laws (except claims based on violations of Laws required to be disclosed under Section 5.12, other than (and for the avoidance of doubt the following are not subject to the limitations of Sections 10.2(c)(i) and 10.2(c)(ii)) in respect of claims under subclause (H) of clause (iii) of Section 10.2(a) and claims based on any fraud or intentional misrepresentation by Bxxxxxx Shareholders) or would have affected the calculation of the representations Closing Net Worth, clauses (ii) and warranties in (iii) of Section 10.2(a), or clause (ii) of Section 10.2(b), or arising out of or based upon Sections 3.15.2, 3.25.5, 3.75.11, 4.15.23, 4.26.1, 4.46.4, or4.6 6.5, 7.2, 7.5, 10.3 or 12.4, or Section 5.24 to the extent that Section 5.24 relates to the foregoing Sections, or to claims based on any fraud or intentional misrepresentation by Bxxxxxx Shareholders. (Biv) The aggregate amount In the event that any condition to the obligations of Damages for which the Indemnifying any Party may contained in Section 4.2 shall be liable pursuant to Section 8.2(Bexpressly waived (a “Waived Closing Condition”) or Section 8.3(Bby such Party (a “Waiving Party”), as such waiver shall be effective only if contained in a writing executed by the case may beWaiving Party and the provision of Section 4.2 that is waived is expressly stated in such writing (a “Waiver of Closing Condition”). Any Waiver of Closing Condition shall constitute a waiver of any claim for indemnification under this Article X (other than claims for indemnification under clauses (ii) and (iii) of Section 10.2(a), shall not exceed $2,300,000; providedor clause (ii) of Section 10.2(b), howeveror arising out of or based upon Sections 10.3 or 12.4) provided that all material facts and circumstances which relate to the Waived Closing Condition, that or which are material to a decision by the limitation Waiving Party to execute the Waiver of Closing Condition, have been disclosed to the Waiving Party and described in the Waiver of Closing Condition. For the avoidance of doubt, nothing contained in this Section 8.4(B10.2(c)(iv) shall be construed to establish any claim for indemnification of any Party based on any condition to the obligations of any Party contained in Section 4.2 not apply being satisfied independent of any claim for indemnification otherwise arising or permitted under this Article X. (v) Subject to Damages arising from a breach the provisions of Section 2.2(b)(i)(B) and the application of the representations and warranties Reserve Account as provided in Sections 3.1Section 2.2(b)(i)(B), 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . any indemnification of Losses of H&E Indemnified Parties (Cincluding under Section 10.3) The amount of Damages incurred by any Indemnified Party shall be reduced by satisfied first with the Escrow Amount. For the avoidance of doubt, H&E Indemnified Parties may obtain payment of indemnification claims also directly from Bxxxxxx Shareholders (ix) for any amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged intended to be responsible thereforpaid from the Reserve Account to the extent of any deficiency in the Reserve Account, and (iiy) any Tax benefit realized indemnification of Losses to the extent of any deficiency in the Escrow Account or realizable by the Indemnified Party arising if Bxxxxxx Shareholders Representative shall unreasonably withhold consent to any disbursement from the incurrence Escrow Account or refuse to make a payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountReserve Account. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The (a) Notwithstanding the provisions of Section 8 of this Agreement, neither party making a claim under this Article VIII is referred (with Transcend and the Surviving Corporation being considered one party and the Shareholders being considered the other party) shall be entitled to as the “Indemnified Party”claim, receive or collect, and the other party against whom such claims are asserted is referred as shall not be obligated to pay or defend against, any Loss of Transcend (in the “Indemnifying Party”. The indemnification provided for case of Transcend and the Surviving Corporation) or any Loss of Shareholders (in Section 8.2 and Section 8.3the case of the Shareholders), except to the extent that the Loss of Transcend or Loss of Shareholders, as the case may be, exclusive in either case of the costs and expenses of collection, including attorneys' fees and expenses, exceeds $10,000 (the "BASKET"), at which time the aggrieved party shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to claim, ------ receive or collect, and the other party shall be indemnified pursuant obligated to Section 8.2(B) pay or Section 8.3(B)defend against, all Losses of Transcend or Losses of Shareholders, as the case may be, unless and until back to the aggregate first dollar of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafterBasket. Thereafter, the Indemnified Party Basket shall only be entitled no longer, as to payment forclaims made by such aggrieved party, apply, and Losses of Transcend or Losses of Shareholders, as the Indemnifying Party shall only case may be, may be liable and required asserted as they are incurred without reference to pay, Damages in excess of the DeductibleBasket; provided, however, that the limitation contained in this Section 8.4(Aparagraph (a) shall not apply to Damages any Loss of Transcend arising from a breach by reason of the representations circumstances set forth in Section 8.2 (e) above, it being the understanding and warranties agreement of the parties that the Shareholders' obligation under said Section 8.2 (e) hereof shall be to pay the Surviving Corporation, subject only to the limitation with respect to Minority Shareholders set forth in Sections 3.1paragraph (b) of this Section 8.6, 3.2the amount, 3.7if any, 4.1, 4.2, 4.4, or4.6 by which the Excess Bank Closing Payment exceeds the Northwest Region Net Operating Contribution. (Bb) The liability of each Minority Shareholder under this Section 8 shall be limited to an amount equal to the aggregate sum of the Cash Consideration, the face amount of Damages for which the Indemnifying Party may be liable Notes Consideration and shares of Transcend Common Stock (valued at the same price per share as was applicable on the Closing Date, regardless of fluctuation in market price subsequent to the Closing Date) paid or payable, whether or not due, to such Minority Shareholder by Transcend or the Surviving Corporation pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge and the Non-competition Agreement with such Minority Shareholder, plus the costs and expenses of collection from or enforcement against such inaccuracy or breach prior to the ClosingMinority Shareholder, including attorneys' fees and expenses.

Limitations on Indemnification. The party making (a) With respect of any claim by a claim Party for indemnity under this Article VIII is referred to as the “Indemnified Party”XIV that does not involve a Third Party Claim, no Party shall seek, and an arbitrator appointed under Article XV may not award, any indirect, special, punitive, exemplary or consequential damages. Nothing in this Section 14.02 shall limit in any way a Party’s indemnification obligations with respect to a Third Party Claim or a Claim under the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations:Environmental Agreement. (Ab) The following limitations shall apply with regard to Seller’s obligations to indemnify the Buyer Indemnified Party shall not be entitled to be indemnified Parties pursuant to Section 8.2(B14.01(a)(i): (i) Seller’s liability to indemnify pursuant to Section 14.01(a)(i) for any breach by Seller of any of its representations or Section 8.3(Bwarranties herein shall never exceed, in the aggregate, an amount equal to Fifty Million Dollars ($50,000,000); provided, as however, such limit amount shall be reduced to the case may beextent of Damages paid by Seller pursuant to the Environmental Agreement (but excluding Damages paid by Seller pursuant to Sections 3.02, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”3.04, 3.05, 3.06 or 4.01(g) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the DeductibleEnvironmental Agreement and excluding Damages paid by Seller for Retained Offsite Environmental Damages pursuant to the Environmental Agreement). The limitations on Seller’s indemnification obligations set forth in the preceding sentence shall not apply to Damages resulting from (y) any breach or default by Seller of Sections 5.01, 5.02, 5.03, or 5.11 or (z) fraud or willful misconduct by Seller in the negotiation or execution of this Agreement; provided, however, that Seller’s liability for breaches or defaults of Sections 5.01, 5.02, 5.03, or 5.11 shall never exceed, in the limitation aggregate, an amount equal to the Closing Date Payment. (ii) Seller will not have any liability for any Damages for any breach by Seller of any of its representations or warranties herein unless and until the aggregate Damages for which the Buyer Indemnified Parties are entitled to recover under this Agreement, and under the Environmental Agreement for any breach by Seller of any of its representations or warranties contained therein, exceeds in the aggregate an amount equal to One Million Dollars ($1,000,000) (the “Seller Threshold Amount”); provided, however, once such amounts exceed the Seller Threshold Amount, the Buyer Parties will be entitled to recover all such Damages to which they are entitled including expenditures incurred to reach the Seller Threshold Amount. The limitations on Seller’s indemnification obligations set forth in this Section 8.4(Asubparagraph (ii) shall not apply to Damages arising resulting from a any breach by Seller of the any of its representations and or warranties set forth in Sections 3.15.01, 3.25.02, 3.75.03, 4.1, 4.2, 4.4, or4.6 or 5.11. (Bc) The aggregate amount of Damages for which following limitations shall apply with regard to Buyer’s obligations to indemnify the Indemnifying Party may be liable Seller Indemnified Parties pursuant to Section 8.2(B14.01(b)(i): (i) Buyer’s liability to indemnify pursuant to Section 14.01(b)(i) for any breach by Buyer of any of its representations or Section 8.3(Bwarranties herein shall never exceed, in the aggregate, an amount equal to Fifty Million Dollars ($50,000,000); provided, as however, such limit amount shall be reduced to the case may be, extent of Damages paid by Buyer pursuant to the Environmental Agreement (but excluding Damages paid by Buyer pursuant to Sections 3.02 or 4.04 of the Environmental Agreement). The limitations on Buyer’s indemnification obligations set forth in the preceding sentence shall not exceed $2,300,000apply to Damages resulting from (y) any breach or default by Buyer of Sections 6.01, 6.02 or 6.03 or (z) fraud or willful misconduct by Buyer in the negotiation or execution of this Agreement; provided, however, that Buyer’s liability for breaches or defaults of Sections 6.01, 6.02 or 6.03 shall never exceed, in the limitation aggregate, an amount equal to the Closing Date Payment. (ii) Buyer will not have any liability for any Damages for any breach by Buyer of any of its representations or warranties herein unless and until the aggregate Damages for which the Seller Indemnified Parties are entitled to recover exceeds an amount equal to One Million Dollars ($1,000,000) (the “Buyer Threshold Amount”); provided, however, once such amounts exceed the Buyer Threshold Amount, the Seller Indemnified Parties will be entitled to recover all such Damages to which they are entitled including expenditures incurred to reach the Buyer Threshold Amount. The limitations on Buyer’s indemnification obligations set forth in this Section 8.4(Bsubparagraph (ii) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or resulting from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable breach by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach Buyer of any of the its representations or warranties of Seller contained set forth in this Agreement if Buyer had actual knowledge of such inaccuracy Sections 6.01, 6.02 or breach prior to the Closing6.03.

Limitations on Indemnification. The party making a claim (a) Except with respect to Breaches of Fundamental Representations or resulting from fraud, willful Breach or intentional misrepresentation, the maximum aggregate liability of Seller to the Purchaser Indemnified Persons under this Article VIII is referred to as the “Indemnified Party”Section 9.2(a), and the party against whom such claims are asserted is referred as maximum aggregate liability of Purchaser to the “Indemnifying Party”. The indemnification provided for in Seller Indemnified Persons under Section 8.2 and Section 8.3, as the case may be9.3(a), shall be subject equal to $15,000,000. Further, except in the case of fraud, willful Breach or intentional misrepresentation, from and after the Closing, the maximum aggregate liability of Seller to the following limitations: Purchaser Indemnified Persons under this Agreement shall be limited to an amount equal to $90,000,000 plus the sum of (Ai) The Indemnified Party shall not be entitled to be indemnified all Earnout Payments earned pursuant to Section 8.2(B1.2 (whether or not paid due to setoff) and (ii) the sum of any Losses related to Third Party Claims (including, for the avoidance of doubt, any fine or penalty imposed by any Governmental Authority) for which the Purchaser Indemnified Persons are entitled to indemnification hereunder. (b) Neither the Seller nor the Purchaser shall be liable under Section 9.2(a) or Section 8.3(B9.3(a), as the case may be, unless and for indemnification of the Purchaser Indemnified Persons or the Seller Indemnified Persons, as the case may be, with respect to any Losses until the aggregate amount of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled such Losses subject to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this indemnification under Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B9.2(a) or Section 8.3(B9.3(a), as the case may be, exceeds $250,000 (the “Threshold”), in which event Seller or Purchaser, as the party responsible for indemnification, shall be required to pay or be liable for all such Losses from the first dollar, except that the party responsible for indemnification shall not exceed be liable for any Losses above the Threshold that do not involve an individual claim or series of related claims that exceeds $2,300,0005,000. (c) With respect to any Pre-Closing Taxes of the Company under Section 9.2(c) and any Breach by Seller of any of its representations or warranties regarding the Company contained in Article IV hereof, any Losses suffered or incurred by any Purchaser Indemnified Person and for which indemnification shall be available hereunder shall reflect the fact that Purchaser is only acquiring a 50% interest in the Company pursuant to this Agreement and specifically shall not include Losses suffered or incurred as a result of any other interest in the Company that Purchaser may have or acquire. For example, if the Company sustains or suffers a $100 Loss that is subject to indemnification pursuant to Section 9.2, Purchaser’s Loss and Seller’s responsibility to indemnify Purchaser hereunder, shall be limited to 50% of such Loss, or $50. (d) The Purchaser Indemnified Persons shall not be entitled to be indemnified for any Losses for Breach of any of Seller’s representations or warranties regarding the Company contained in Article IV hereof (other than with respect to Breach of any representation or warranty contained in Section 4.11(m)) to the extent that the Breach of representation or warranty was directly caused by any action of Purchaser or Parent or their respective Affiliates and was not approved in advance by Seller or its representatives on the Management Committee of Dynamic (it being understood that, prior to the Syntroleum Closing, neither Syntroleum nor the Company shall be deemed an Affiliate of Purchaser or Parent for purposes of this Section 9.4(d)). (e) Seller shall not be liable for any Losses suffered or sustained by any Purchaser Indemnified Person (other than Losses related to Pre-Closing Taxes) caused by any actions taken by Syntroleum on behalf of the Company between the date of this Agreement and the Syntroleum Closing unless Seller approved the specific action in writing. (f) In no event shall any party be liable for punitive damages, damages to reputation or loss of good will whether based in contract, tort, strict liability or otherwise; provided, however, that the limitation in this Section 8.4(B9.4(f) shall not apply limit a party’s right to Damages arising from recover any such damages to the extent such party is required to pay damages to a breach of the representations and warranties non-Affiliated third party in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 connection with a matter for which such party is otherwise entitled to indemnification under this Article IX. (Cg) The Purchaser Indemnified Persons, on the one hand, and the Seller Indemnified Persons, on the other hand, shall be entitled to recover for a Loss only once under this Article IX even if a claim or claims for indemnification in respect of such Loss has been made as a result of a Breach of more than one representation, warranty, covenant or agreement contained in this Agreement. (h) In determining the amount of Damages incurred by any Losses for which any Purchaser Indemnified Party shall be reduced by (i) amounts recovered Persons or recoverable by the Seller Indemnified Party under applicable insurance policies or from any other Person alleged Persons are entitled to be responsible thereforassert a claim for indemnification hereunder, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, Losses will be determined after deducting therefrom the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment amount of any Damages. If an Indemnified Party receives insurance proceeds (after giving effect to any amounts under applicable insurance policies, deductible or from any retention and resulting retrospective or other Person alleged to be responsible for any damages, subsequent to an indemnification payment premium adjustment) actually received by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part Persons in connection with providing respect of such indemnification payment up to the amount received by the Indemnified PartyLosses, in each case net of any costs and expenses incurred by such Indemnified Party in collecting such amountPersons. (Di) Seller shall not be liable under Except with respect to Breaches of Fundamental Representations or resulting from fraud, willful Breach or intentional misrepresentation, the remedies contemplated in Section 6.6 and this Article VIII IX shall constitute the sole and exclusive remedy and recourse, from and after the Closing, of Purchaser, Parent and any Purchaser Indemnified Persons against Seller, and of Seller and any Seller Indemnified Persons against Parent or Purchaser, in connection with Losses arising or resulting from the matters set forth in Section 9.2(a) and 9.3(a). Nothing in this Section 9.4(i) shall limit any Purchaser Indemnified Person’s right to seek and obtain any equitable relief to which any such Purchaser Indemnified Person is entitled pursuant to this Agreement. (j) Solely for any Damages arising out purposes of determining the amount of any inaccuracy in Losses for which any Purchaser Indemnified Persons or breach Seller Indemnified Persons are entitled to indemnification hereunder (and not for purposes of any determining whether a Breach has occurred), the representations, warranties, covenants, and agreements of the representations or warranties of Seller contained parties set forth in this Agreement if Buyer had actual knowledge of such inaccuracy will be considered without regard to any “materiality” or breach prior to the Closing“Material Adverse Effect” qualification set forth in this Agreement.

Limitations on Indemnification. The party making a claim Rights to indemnification under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims Agreement are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (i) Anything in this Agreement or in any of the General Partner Interest Purchase Agreements to the contrary notwithstanding (and the provisions of this sentence shall govern and control over any inconsistent provision in this Agreement or any of those other agreements): (A) The Indemnified No Existing General Partner or Existing Limited Partner shall be liable to pay Damages under or in respect of this Agreement and all of the General Partner Interest Purchase Agreements taken together, collectively, in an amount greater than the total value (for any such Party, its or his "INITIAL UNIT VALUE"), as of the date of such Party's first receipt thereof, of all Units delivered to such Party shall not be entitled hereunder or under the General Partner Interest Purchase Agreements; (B) any Party (other than AERC) may, in his or its discretion, pay and satisfy all claims against him or it for Damages hereunder and under the General Partner Interest Purchase Agreements either in cash or (subject to the provisions of Paragraph 16.07 hereinbelow) by delivering to AERC Units (rather than cash) which are free and clear of all liens, security interests and encumbrances, each such Unit to be indemnified pursuant to Section 8.2(B) valued for such purpose at its initial Value hereunder on the date (i.e., the Initial Closing Date or Section 8.3(B)the Second Closing Date, as the case may be, unless ) it was first acquired by such Party; and until the aggregate (C) if AERC has actual knowledge of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of this Agreement, or of the representations inaccuracy of any representation or warranty made herein, which entitles it to terminate this Agreement or to decline to proceed to any closing hereunder, and warranties in Sections 3.1AERC elects not to exercise any such right of termination (or right to decline to close) and waives all (but not less than all) of such breaches or closing conditions solely for the purpose of effecting the Initial Closing or the Second Closing, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 no other Party shall be liable to AERC (or its designee) for Damages relating to or based on such breach or inaccuracy. (Bii) The aggregate amount obligation of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained indemnity set forth in this Agreement if Buyer had actual knowledge shall terminate, with respect to each representation and warranty hereunder, on the day such representation or warranty ceases to survive as provided in the last grammatical paragraph of such inaccuracy or breach prior to the ClosingArticle 9 of this Agreement.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject (i) Notwithstanding anything to the following limitations: contrary set forth in this Agreement, (A) The nothing set forth in this ARTICLE 8 or elsewhere in this Agreement shall limit the liability of the Company for any breach of this Agreement if the Merger is not consummated, and (B) nothing set forth in this ARTICLE 8 or elsewhere in this Agreement shall limit the liability of any Indemnifying Party for any other claims or causes of action under applicable law arising out of fraud or intentional misrepresentation by the Company (or any of its agents) in connection with this Agreement or the transactions contemplated hereby (other than Indemnification Claims pursuant to Section 8.2(a)(ix), which are addressed by Section 8.2(c)(iv)). (ii) Notwithstanding anything to the contrary set forth in this Agreement, if the Merger is consummated, (A) the Escrow Fund shall be the Parent Indemnified Party Parties sole and exclusive security and source of recovery for any Indemnification Claims under and pursuant to clause (i), and clauses (iv)–(viii) of Section 8.2(a), inclusive, and (B) the Parent Indemnified Parties shall not be entitled to be indemnified recover any Damages in respect of any Indemnification Claims under or pursuant to Section 8.2(B) or Section 8.3(Bclause (i), as and clauses (iv)–(viii) of Section 8.2(a), inclusive, in the case may beaggregate, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductiblefunds held in the Escrow Fund; provided, however, that notwithstanding the limitation foregoing or anything to the contrary set forth in this Agreement, the preceding restrictions set forth in this Section 8.4(A8.2(c)(ii) shall not apply in any way limit or otherwise restrict any right in respect of any Indemnification Claims under or pursuant to Damages clauses (ii), (iii) or (ix) of Section 8.2(a), or any other claims or causes of action under applicable law arising from a breach out of fraud or intentional misrepresentation by the representations and warranties Company (or any of its agents) in Sections 3.1connection with this Agreement or the transactions contemplated hereby (other than Indemnification Claims pursuant to Section 8.2(a)(ix), 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 which are addressed by Section 8.2(c)(iv)). (Biii) The aggregate amount of Notwithstanding anything to the contrary set forth in this Agreement, if the Merger is consummated, the Parent Indemnified Parties shall not be entitled to recover any Damages for which the from any Indemnifying Party may be liable in respect of any Indemnification Claims under or pursuant to clause (ii) of Section 8.2(B) or Section 8.3(B8.2(a), as in the case may beaggregate, shall not exceed $2,300,000in excess of an amount equal to fifty percent (50%) of the Final Adjusted Merger Consideration actually received by such Indemnifying Party; provided, however, that notwithstanding the limitation foregoing or anything to the contrary set forth in this Agreement, the preceding restrictions set forth in this Section 8.4(B8.2(c)(iii) shall not apply in any way limit or otherwise restrict any right in respect of any Indemnification Claims under or pursuant to Damages arising from a breach clause (i) and clauses (iii)–(ix) of the representations and warranties in Sections 3.1Section 8.2, 3.2, 3.7, 4.1, 4.2, 4.4inclusive, or 4.6 any other claims or causes of action under applicable law arising out of fraud or intentional misrepresentation by the Company (or any of its agents) in connection with this Agreement or the transactions contemplated hereby (other than Indemnification Claims pursuant to Section 8.2(a)(ix), which are addressed by Section 8.2(c)(iv)). (Civ) The Notwithstanding anything to the contrary set forth in this Agreement, if the Merger is consummated, the Parent Indemnified Parties shall not be entitled to recover any Damages from any Indemnifying Party in respect of any Indemnification Claims under or pursuant to clauses (iii) and (ix) of Section 8.2(a), in the aggregate, in excess of an amount equal to the Final Adjusted Merger Consideration actually received by such Indemnifying Party; Table of Damages incurred by Contents provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the preceding restrictions set forth in this Section 8.2(c)(iv) shall not in any Indemnified Party shall be reduced by way limit or otherwise restrict any right in respect of any Indemnification Claims under or pursuant to clauses (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) and clauses (iv)–(viii) of Section 8.2, inclusive, or any Tax benefit realized other claims or realizable causes of action under applicable law arising out of fraud or intentional misrepresentation by the Company (or any of its agents) in connection with this Agreement or the transactions contemplated hereby (other than Indemnification Claims pursuant to Section 8.2(a)(ix), which are addressed by the first clause of this Section 8.2(c)(iv)). (v) Notwithstanding anything to the contrary set forth in this Agreement, the Parent Indemnified Parties shall not be entitled to recover any Indemnification Claims under or pursuant to clauses (i) of Section 8.2(a) unless and until all Damages directly or indirectly paid, sustained or incurred against by the Parent Indemnified Parties (or any of them) exceeds One Million, Five Hundred Thousand Dollars ($1,500,000) (the “Damage Threshold”) in the aggregate, and if the aggregate of all Damages directly or indirectly paid, sustained or incurred against by the Parent Indemnified Parties (or any of them) exceeds the Damage Threshold, then the Parent Indemnified Parties shall only be entitled to indemnification for all such Damages in excess of the Damage Threshold; provided, however, that notwithstanding the foregoing, the preceding restriction set forth in this Section 8.2(c)(v) shall not in any way limit or otherwise restrict any right in respect of Indemnification Claims pursuant to clauses (ii)–(ix) of Section 8.2(a), inclusive, or any other claims or causes of action under applicable law arising out of fraud or intentional misrepresentation by the Company (or any of its agents) in connection with this Agreement or the transactions contemplated hereby (other than Indemnification Claims pursuant to Section 8.2(a)(ix), which are addressed by Section 8.2(c)(iv)). (vi) In the event that any Parent Indemnified Party arising is entitled to receive indemnification under this Article 8 from the incurrence or payment Indemnifying Parties, then each Indemnifying Party shall be responsible and liable only for its pro rata portion of any such Damages. In computing the amount of any such Tax benefitindemnification obligation, calculated based on the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment amount of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment Final Adjusted Merger Consideration received by the Indemnifying Party, then each such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up relative to the amount total Final Adjusted Merger Consideration received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountall Indemnifying Parties. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim (a) Notwithstanding any other provision of this Agreement to the contrary, (i) the Indemnifying Party will not be liable under this Article VIII is referred 7 for any Losses to the extent that the Indemnified Parties have otherwise been fully compensated for such Losses pursuant to this Article 7 so as to avoid “double counting” of the “Indemnified Party”same Losses and (ii) each of the parties hereto will use their commercially reasonable efforts to mitigate all Losses relating to an Indemnification Claim contemplated by Section 7.3(b). (b) From and after the Closing Date, except with respect to claims for fraud or willful misconduct, the sole and exclusive remedy for any and all Losses arising out or relating to any breach, or alleged breach, of any representation or warranty or any covenant or agreement in this Agreement, will be the indemnification provisions set forth in this Article 7, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject parties hereto each hereby waive to the following limitations: (A) The Indemnified Party shall not be maximum extent permitted by applicable Law any other remedy to which they or any other Person entitled to be indemnified indemnification hereunder may have at Law or in equity with respect thereto; provided, however, that nothing in this Section 7.4(b) will prevent any party from exercising its rights pursuant to Section 8.2(B8.5 in lieu of the indemnification provisions set forth in this Article 7. (c) Notwithstanding any other provision hereof, in no event will the aggregate amount of Losses for which an Indemnifying Party is obligated to indemnify the Indemnified Parties pursuant to Section 7.2(a)(i) or Section 8.3(B), as 7.2(b)(i) exceed the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 Purchase Price (the “DeductibleCap”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible); provided, however, that the limitation in this Section 8.4(A) shall Cap will not apply to Damages arising from a breach limit the indemnification of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . Indemnified Parties with respect to any Losses resulting from or relating to breaches of any Fundamental Reps (B) The aggregate amount other than breaches of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B3.9) or Section 8.3(B), as any Losses to the case may be, shall not exceed $2,300,000; provided, however, that extent resulting from fraud on the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach part of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject Notwithstanding anything to the following limitationscontrary in this Agreement: (Aa) The Indemnified an Indemnifying Party shall not be entitled liable to an Indemnitee for any Indemnifiable Losses and no Party hereto shall be indemnified pursuant liable to Section 8.2(B) or Section 8.3(B), as the case may be, any other Party hereto for any breach of this Agreement unless and until only to the extent that the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifiable Losses for such Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductibleincurred under this Agreement exceeds US$1,000,000; provided, however, that no losses may be claimed under Section 7.2 by any Indemnitee or shall be reimbursable by or shall be included in calculating the limitation aggregate Indemnifiable Losses set forth above other than losses in excess of US$500,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (b) the maximum aggregate amount of Indemnifiable Losses that may be recovered by the Investor (together with the Investor Indemnitees) from an Indemnifying Party under this Agreement shall be US$1,500,000; (c) an Indemnifying Party shall not have any liability under any provision of this Agreement or any other Investment Document for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any other Investment Documents; (d) no breach by any Investee of any representation, warranty, covenant or agreement in this Section 8.4(A) Agreement shall not apply be deemed to Damages arising from be a breach of this Agreement for any purpose hereunder, and no Investor Indemnitee shall have any claim or recourse against any of the representations and warranties in Sections 3.1Investees or their officers, 3.2directors, 3.7employees, 4.1Affiliates, 4.2controlling persons, 4.4agents, or4.6 .advisors or representatives with respect to such breach if the Investor Indemnitee had, prior to the execution of this Agreement, actual knowledge of such breach or the facts, matters, events or circumstances giving rise to such breach; (Be) The aggregate amount of Damages for which the an Indemnifying Party may shall not be liable pursuant in respect of any claim for Indemnifiable Loss to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, extent that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4such claim is attributable to, or 4.6 .such claim is increased as a result of, any legislation not in force at the date hereof or to any change of law, regulation, directive, requirement or administrative practice or any change in rates of tax, which in each case is not in force at the date hereof; (Cf) The amount of Damages incurred by any Indemnified Party no Indemnitee shall be reduced entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one shortfall, damage, deficiency, breach or other set of circumstances which give rise to one or more claims for Indemnifiable Loss, and for this purpose recovery by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged an Investor Indemnitee shall be deemed to be responsible therefor, a recovery by each of the Investor Indemnitees and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party an Investee Indemnitee shall be deemed to fully utilizebe a recovery by each of the Investee Indemnitees; (g) if an Indemnifying Party pays to an Indemnitee an amount in discharge of a claim for Indemnifiable Loss and the Indemnitee or any Group Company subsequently recovers (whether by payment, at discount, credit, relief or otherwise) from a third party (including any Tax authority) a sum which is referable to the highest marginal tax rate then in effectmatter giving rise to the claim or obtains a relief which is so referable, all Tax items arising the Indemnitee shall forthwith repay to the Indemnitee: (i) an amount equal to the sum recovered from the incurrence third party (or payment the value of any Damages. If an Indemnified the relief obtained, calculated by reference to the amount saved); or (ii) if the figure resulting under paragraph (i) above is greater than the amount paid by the Indemnifying Party receives any amounts under applicable insurance policiesto the Indemnitee in respect of the relevant claim or the aggregate payments previously made by the Indemnifying Party in respect of all claims for Indemnifiable Loss by the Indemnitee, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment such lesser amount as shall have been so paid by the Indemnifying Party; and (h) if, then such Indemnified Party shall promptly reimburse the Indemnifying Party for at any payment made or expense incurred by the Indemnifying Part time, an Investor exercises its rights under Sections 12.1(b) (in connection with providing such a Put Event described in Section 12.1(d)(ii)(1) or (4) of the Investor Rights Agreement) and/or 12.3 of the Investor Rights Agreement, then upon the consummation of a transfer of the Investor’s Shares under Section 12.1 thereof or a recovery from the Founder under Section 12.3 thereof, the Investor (and the Investor Indemnitees) shall have no right to seek indemnification payment up under Section 7.2, specific performance under Section 7.5, or any other remedy at law or otherwise with respect to the amount received by the Indemnified Partyany breach, net violation or non-performance of any expenses incurred by such Indemnified Party representation, warranty, covenant or agreement contained in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties Investment Documents (other than Sections 12.1 and 12.3 of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingInvestor Rights Agreement).

Limitations on Indemnification. The party making a claim under Subject to the requirements of Section 4.5, Section 4.6 and Section 8 of this Article VIII is referred to as the “Indemnified Party”, Agreement and the party against whom such claims are asserted is referred as Florida Business Corporation Act, the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party Corporation shall not be entitled obligated to be indemnified indemnify any person in connection with any Proceeding (or any part of any Proceeding): a) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid; b) for an accounting or disgorgement of profits pursuant to Section 8.2(B16(b) of the Exchange Act, or Section 8.3(Bsimilar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements); c) for any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Corporation, as required in each case under the case may be, unless and until Exchange Act (including any such reimbursements that arise from an accounting restatement of the aggregate Corporation pursuant to Section 304 of all Damages incurred by the Indemnified Party exceeds $25,000 Xxxxxxxx-Xxxxx Act of 2002 (the “DeductibleXxxxxxxx-Xxxxx Act”), or the payment to the Corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if such person is held liable therefor (including pursuant to any settlement arrangements); d) andinitiated by such person against the Corporation or its directors, thereafterofficers, employees, agents or other indemnitees, unless (a) the Indemnified Party shall only be entitled Board of Directors authorized the Proceeding (or the relevant part of the Proceeding) prior to payment forits initiation, and (b) the Indemnifying Party shall only be liable and Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, (c) the Proceeding has been brought to seek enforcement of any of the provisions of this Agreement, (d) otherwise required to paybe made under Sections 5 or 8 of this Agreement, Damages in excess of the Deductibleor (e) otherwise required by applicable law; or e) if prohibited by applicable law; provided, however, that if any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the limitation in validity, legality and enforceability of the remaining provisions of this Section 8.4(AAgreement (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not apply in any way be affected or impaired thereby; and (2) to Damages arising from a breach the fullest extent possible, the provisions of the representations and warranties in Sections 3.1this Agreement (including, 3.2without limitation, 3.7each such portion of any paragraph or clause containing any such provision held to be invalid, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) illegal or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(Bunenforceable) shall not apply be construed so as to Damages arising from a breach of give effect to the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable intent manifested by the Indemnified Party under applicable insurance policies or from any other Person alleged provision held to be responsible thereforinvalid, and (ii) any Tax benefit realized illegal or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountunenforcebable. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Limitations on Indemnification. The party making a claim under (a) Notwithstanding any other provision of this Article VIII is referred to as Section 8, except in cases of fraud or willful misconduct, (i) the “Indemnified Party”, and maximum amount for which either Parent or the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, Company Members shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to indemnification from the other party shall be indemnified pursuant an amount equal to Thirty Million Dollars ($30,000,000); and (ii) neither the Parent nor the Company Members shall be liable under this Section 8.2(B) or Section 8.3(B), as the case may be, 8 unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds Adverse Consequences for which they or it would otherwise be liable under this Section 8 shall exceed $25,000 250,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and at which point the Indemnifying Party shall only be become liable for the aggregate Adverse Consequences under this Section 8, and required to pay, Damages not just amounts in excess of $250,000). Except for actions grounded in fraud or willful misconduct, the Deductibleparties hereto acknowledge and agree that in the event the Closing occurs, the indemnification provisions in this Section 8 shall be the exclusive remedy of Parent and the Company Members with respect to the transactions contemplated by this Agreement. With respect to actions grounded in fraud and willful misconduct, (i) the right of a party to be indemnified and held harmless pursuant to the indemnification provisions in this Agreement shall be in addition to and cumulative of any other remedy of such party at law or in equity and (ii) no such party shall, by exercising any remedy available to it under this Section 8, be deemed to have elected such remedy exclusively or to have waived any other remedy, whether at law or in equity, available to it; provided, however, that the limitation in this Section 8.4(A) no event shall not apply to Damages arising from a breach any Company Member have any liability in excess of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for the Purchase Price actually received by such Company Member. Any indemnification to which the Indemnifying Party Parent is entitled under this Agreement as a result of any Adverse Consequences it may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party suffer shall be reduced by recouped (i) first, from amounts recovered or recoverable by due under the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, Promissory Note and (ii) second, from all, or any Tax benefit realized or realizable remaining, Earn-out payments set forth in Section 2.2(d) and (e), by notifying the Indemnified Party arising from Company Members that Parent is reducing the incurrence or payment amount payable under the terms of the Earn-out. This reduction in the amount payable shall affect the timing and amount of payments required under the agreement in the event that any such Damages. In computing reduction should exceed any one or more of the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or Earn-out payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountamounts. (Db) Seller For the purposes of securing the Company Members’ indemnification obligations hereunder, each Company Member shall not be liable under this Article VIII grant a security interest in such Company Member’s residuals payable pursuant to such Company Member’s Agent Reseller Agreement for any Damages arising out the limited purpose of any inaccuracy in securing indemnification obligations related to (i) fraud or breach of any of willful misconduct by such Company Member and (ii) systematic and widespread fraud or willful misconduct by the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the ClosingCompany.

Limitations on Indemnification. The party making a claim under this Article VIII is referred (a) Subject to as Section 8.3(e) and 8.3(f) below, if the “Indemnified Party”transactions contemplated hereby are consummated, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for provisions set forth in Section 8.2 shall be the sole and exclusive remedy under this Agreement for the matters set forth therein. (b) Subject to Section 8.38.3(e) and 8.3(f) below, if the transactions contemplated hereby are consummated, the Escrow Amount shall be held as the case may beIndemnified Parties’ security for the Indemnifying Parties’ indemnification obligations under Section 8.2. Subject to Section 8.3(e) and 8.3(f) below, if the transactions contemplated hereby are consummated, the Escrow Amount shall be subject the Indemnified Parties’ sole and exclusive security for indemnification claims under Section 8.2 and recovery against the Escrow Amount shall be the Indemnified Parties’ sole and exclusive remedy under this Agreement for indemnification claims under Section 8.2. (c) Subject to Section 8.3(e) and 8.3(f) below, if the transactions contemplated hereby are consummated, the maximum amount that the Indemnified Parties may recover from each of the Indemnifying Parties pursuant to the following limitations:indemnity set forth in Section 8.2 shall be an amount equal to each such Indemnifying Party’s Pro Rata Portion of the Escrow Amount. (Ad) The Subject to Section 8.3(e) and 8.3(f) below, if the transactions contemplated hereby are consummated, the Indemnified Party Parties may not recover pursuant to the indemnity set forth in Section 8.2(a) unless and until one or more Officer’s Certificates identifying Losses of $25,000 individually and in excess of $375,000, in the aggregate (the “Threshold”) has or have been delivered to the Shareholder Representative in accordance with this Agreement, in which case Parent shall not be entitled to be indemnified recover pursuant to the indemnity set forth in Section 8.2(B8.2(a) or Section 8.3(B), as all such Losses (including the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess amount of the DeductibleThreshold); provided, however, that the foregoing limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in indemnification claims under Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 8.2(b)-(f). (Be) The aggregate amount of Damages for which the Indemnifying Nothing in this Agreement shall limit any rights or remedies an Indemnified Party may be liable have under applicable law, whether pursuant to Section 8.2(B) a proceeding at law or Section 8.3(B)equity, as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages against any Person arising from a breach out of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 fraud. (Cf) The amount It is understood that nothing in this Agreement shall eliminate the ability of Damages incurred by any party hereto to apply for equitable remedies to enforce the other parties’ obligations under this Agreement. (g) Notwithstanding anything to the contrary in this Agreement, the parties hereto agree and acknowledge that any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible may bring a claim for indemnification for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable Loss under this Article VIII for notwithstanding the fact that any Damages arising out of any inaccuracy in or breach of any Indemnified Party had knowledge of the representations breach, event or warranties of Seller contained in this Agreement if Buyer had actual knowledge of circumstance giving rise to such inaccuracy or breach Loss prior to the ClosingClosing or waived any condition to the Closing related thereto.

Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided by Section 11.01 shall be satisfied exclusively from the Escrow Agreement, and any liability of any Seller under Section 11.08 shall initially be satisfied from the Escrow Agreement. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 11.04 shall operate to limit the liability of an Indemnitor in respect of any Claim by an Indemnified Party under or pursuant to this Agreement. (a) No Claim for breach of a representation or warranty shall be made unless written notice thereof shall have been given by the Indemnified Party to the Indemnitor within one (1) year from the date of the Closing. No Claim for a breach of a covenant or agreement to be performed prior to or at the Closing shall be made unless written notice thereof shall have been given by the Indemnified Party to the Indemnitor within six (6) months after the Closing. (b) An Indemnitor shall be required to indemnify, defend and hold harmless an Indemnified Party with respect to Indemnified Losses incurred by such Indemnified Party arising or resulting from a breach of or inaccuracy in Section 8.2 any representation or warranty other than those contained in Sections 4.01 through 4.06, 4.24, 5.01 through 5.06 and Section 8.35.12 only: (i) if the amount of Indemnified Losses from an individual Claim is equal to or greater than SEK 1,000,000, as and (ii) to the extent that the aggregate amount of all Indemnified Losses, for all Claims which satisfy the preceding clause (i) exceeds SEK 8,000,000, in which case may be, only the excess over SEK 8,000,000 shall be subject to the following limitations:indemnification. (Ac) The Indemnified Party total aggregate liability of the Sellers for all breaches of any of the provisions of this Agreement shall not be entitled to be indemnified exceed US$83,558,0001 if the Claim is in United States Dollars and SEK 743,666,200 if the Claim is in Swedish Kronor. The total aggregate liability of Purchaser for all breaches of any of the provisions of this Agreement shall not exceed US$83,558,000 if the Claim is in United States Dollars and SEK 743,666,200 if the Claim is in Swedish Kronor. Determined as follows: number of outstanding Shares times Exchange Ratio times 60.75 times 10%. (d) Any indemnity payment payable pursuant to Section 8.2(B) or Section 8.3(B), as this Agreement shall be decreased to the case may be, unless and until the aggregate extent of all Damages incurred any insurance proceeds received by the Indemnified Party exceeds $25,000 in respect of the Indemnified Losses giving rise to such indemnity payment. (e) If the “Deductible”) andamount with respect to which any Claim is made gives rise to a currently realizable direct Tax Benefit to the party making the Claim, thereafter, the indemnity payment shall be reduced by the amount of the Tax Benefit available to the Indemnified Party shall only be entitled making the Claim. To the extent such Claim does not give rise to payment fora currently realizable direct Tax Benefit, and but if the Indemnifying amount with respect to which such Claim is made gives rise to a subsequently realized Tax Benefit to the Indemnified Party that made the Claim, such Indemnified Party shall only refund to the Indemnitor the amount of such Tax Benefit when, as and if realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be liable and required to pay, Damages treated as though it was a reduction in excess the amount of the Deductibleinitial Claim; provided, however, that no subsequently realized Tax Benefit shall require a payment to the limitation in Indemnitor merely because such Tax Benefit exceeds the initial Claim. For purposes of this Section 8.4(A) shall not apply to Damages arising from 11.04(e), a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate "Tax Benefit" means an amount of Damages for by which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach tax liability of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies (or group of corporations including the Indemnified Party) is reduced within one year of making the Claim (including, without limitation, by deduction, reduction of income, by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) plus any related interest received from the relevant taxing authority. Where an Indemnified Party has other losses, deductions, credits or items available to it, the Tax Benefit from any other Person alleged losses, deductions, credits or items relating to the Claim shall be deemed to be responsible thereforrealized proportionately with any other losses, and deductions, credits or items. For purposes of this Section 11.04(e), a Tax Benefit is "currently realizable" to the extent it can in fact be realized in the current taxable period or year or in any tax return with respect thereto (iiincluding through a carryback to a prior taxable period) or in any taxable period or year prior to the date of the Claim. In the event that there should be a determination disallowing the Tax benefit realized or realizable by Benefit, the Indemnitor shall be liable to refund to the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, related reduction previously allowed or payments previously made to the Indemnified Party Indemnitor pursuant to this Section 11.04(e). The amount of the refunded reduction or payment shall be deemed a payment under this Section 11.04(e) and thus shall be paid subject to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts applicable reductions under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountthis Section 11.04(e). (Df) Seller shall not be liable under this Article VIII for The parties agree that any Damages arising out of any inaccuracy in indemnification payments made by Purchaser or breach of any of the representations or warranties of Seller contained in Sellers pursuant to this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior shall be treated for tax purposes as an adjustment to the Closingconsideration unless otherwise required by applicable Law.

Limitations on Indemnification. (a) The party making a Buyer Indemnified Persons may not recover Losses from Parent or the Seller in respect of any claim for indemnification under this Article VIII is referred to as Section 8.3(a)(1) unless and until Losses have been incurred, paid or properly accrued in an aggregate amount greater than $50,000 (the “Indemnification Threshold”), except that the Buyer Indemnified Party”Persons will be entitled to recover all, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall Indemnification Threshold will not apply to Damages arising from a breach of the representations and warranties in Sections 3.1any, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant Losses with respect to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in any representation or breach of any Fundamental Representation. Once the Indemnification Threshold has been exceeded, the Indemnified Persons will be entitled to recover for all Losses in respect of any claim for indemnification under Section 8.3(a)(1) from dollar one and without regard to the representations Indemnification Threshold. (b) With respect to Losses claimed under Section 8.3(a)(1) as a result of inaccuracies in any representation or warranties breach of warranty related to Company or under Section 8.3(a)(2), Section 8.3(a)(4), Section 8.3(a)(5), Section 8.3(a)(6).Section 8.3(a)(7), or Section 8.3(8) , a Buyer Indemnified Person may recover all of its Losses from all unresolved or unsatisfied Liability Claims, directly from Parent, Seller or from the Escrow Fund. (c) Intentionally deleted. (d) Except as otherwise required by Law, the Parties shall treat any indemnification payments made hereunder as an adjustment to the Consideration for accounting and Tax purposes. (e) None of Parent, Seller or any of their Affiliates or Related Parties, will have any right of contribution, right of indemnity or other right or remedy against Buyer, Company, any Company Subsidiaries or any of their Affiliates or Related Parties in connection with any indemnification obligation or any other liability to which Parent or Seller may become subject under or in connection with this Agreement. (f) No Indemnified Person’s rights under this Article 8 will be adversely affected by any investigation conducted, or any knowledge acquired or capable of being acquired, by an Indemnified Person at any time, whether before or after the execution or delivery of this Agreement or the Closing, or by the waiver of any condition to Closing. No Indemnified Person shall be required to show reliance on any representation, warranty, certificate or other agreement in order for such Indemnified Person to be entitled to indemnification hereunder. (g) The right of any Indemnified Persons to pursue Action for any other remedies or relief under any Related Agreement against the counterparties thereto shall not be limited hereby. (h) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement if will (1) prevent any Buyer had actual knowledge of Indemnified Person from bringing an Action for fraud or intentional misrepresentation against any Person, including Parent or Seller whose fraud or intentional misrepresentation has caused such inaccuracy Buyer Indemnified Person to incur Losses indemnifiable under this Agreement, or breach prior to (2) limit the ClosingLosses recoverable by such Buyer Indemnified Person in such Action.