Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Acquirer Indemnitees or the Contributor Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) or Section 8.1(a) (but not including Damages for breaches of Acquirer Fundamental Representations), CONE Gathering respectively, the Contributor or the Acquirer, as the case may be, shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 1,800,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering no indemnified party shall submit a claim for indemnification to the indemnifying party unless the Damages in respect of such claim (or series of related claims) exceeds $50,000 (each such claim (or series of related claims) with Damages that does not exceed $50,000, a “De Minimis Claim”); provided, further, that neither the Contributor nor the Acquirer shall be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) or Section 8.1(a) (but not including Damages for breaches of Acquirer Fundamental Representations), respectively, that exceed, in the aggregate, $37,200,000 27,000,000 (the “Cap”) less the Deductible). (b) Notwithstanding clause (a) above, to the extent the Partnership Acquirer Indemnitees or the Contributor Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, in the case of the Acquirer Indemnitees, Damages for breach of the representations or warranties in Section 3.12), the Contributor or the Acquirer, as the case may be, shall be fully liable for such Damages without regard to the Deductible Deductible, the Cap or the Caplimitations in clause (a) with respect to De Minimis Claims. For the avoidance of doubt, CONE Gathering the Contributor shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less or the Deductible. (d) Notwithstanding limitations in clause (ca) above, with respect to De Minimis Claims and the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties Acquirer shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) and for breaches of Acquirer Fundamental Representations without regard to the Deductible Deductible, the Cap or the Caplimitations in clause (a) with respect to De Minimis Claims. (c) Neither Party will be liable as an indemnitor, and each Party hereby waives claims against the other Party, under this Agreement for any consequential, incidental, special, indirect, exemplary or punitive damages based on any theory of liability (including lost profits) suffered or incurred by the indemnified party or parties except to the extent resulting from Indemnity Claims.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees Indemnified Parties are entitled to indemnification for Damages Losses pursuant to Section 8.2(a9.3(a) (but not including Damages other than for breaches Losses related to a breach of Fundamental Representationsthe representations and warranties in Section 4.6), CONE Gathering Anadarko shall not be liable for those Damages Losses unless the aggregate amount of Damages Losses exceeds $2,480,000 3,000,000 (the “Deductible”), and then only to the extent of any such excess; provided. (b) In addition, howeverto the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(a), that CONE Gathering Anadarko shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) such Losses that exceed, in the aggregate, $37,200,000 (the “Cap”) 75,000,000 less the Deductible. (bc) Notwithstanding clause Section 9.8(a) and (a) aboveb), to the extent the Partnership Indemnitees Indemnified Parties are entitled to indemnification for Damages Losses arising from a breach of the representations and warranties in Section 4.6, pursuant to Section 9.3(b), 9.3(c), 9.3(d), or 9.3(e), or for claims arising from fraud or related to or arising from Taxesfraud, CONE Gathering Anadarko shall be fully liable for such Damages Losses without regard respect to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to in Section 8.2(b) or Section 8.2(c9.8(a) and for breaches of Fundamental Representations without regard to the Deductible or the Caplimitations in Section 9.8(b). (cd) To the extent the CONE Indemnitees Anadarko Indemnified Parties are entitled to indemnification for Damages Losses pursuant to Section 8.1(a9.2(a), the Partnership Parties shall not be liable for those Damages Losses unless the aggregate amount of Damages Losses exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided. In addition, howeverto the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), that the Partnership Parties shall not be liable for Damages such Losses that exceed, in the aggregate, the Cap $30,000,000 less the Deductible. (de) Notwithstanding clause (c) aboveSection 9.8(d), to the extent the CONE Indemnitees Anadarko Indemnified Parties are entitled to indemnification for Damages Losses pursuant to Section 9.2(b) or for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages Losses without regard respect to the Deductible or and the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to limitations in Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap9.8(d).

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations10.02(a), CONE Gathering NMD shall not be liable for those such Damages unless the aggregate amount of such Damages exceeds $2,480,000 5% of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) aboveIn addition, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.1(a10.02(a), the Partnership Parties NMD shall not be liable for those Damages that exceed, in the aggregate, 80% of the Consideration (the “Indemnification Limit”). (c) Notwithstanding Sections 10.08(a) and 10.08(b) above, to the extent the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 10.02(a) (i) as it relates solely to Sections 4.01, 4.02, 4.03(a), 4.13 and 4.14 or (ii) for claims arising from actual fraud, NMD shall be fully liable for such Damages without respect to the Deductible in Section 10.08(a) and the Indemnification Limit in Section 10.08(b). (d) To the extent the NMD Indemnified Parties are entitled to indemnification for Damages pursuant to Section 10.01(a), the Partnership shall not be liable for Damages unless the aggregate amount of such Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided. (e) In addition, howeverto the extent the NMD Indemnified Parties are entitled to indemnification for Damages pursuant to Section 10.01(a), that the Partnership Parties shall not be liable for such Damages that exceed, in the aggregate, the Cap less the DeductibleIndemnification Limit. (df) Notwithstanding clause (cSections 10.08(d) and 10.08(e) above, to the extent the CONE Indemnitees NMD Indemnified Parties are entitled to indemnification for Damages pursuant to Section 10.01(a) (i) as it relates solely to Sections 5.01, 5.02, 5.03, 5.04, 5.05 and 5.06 or (ii) for claims arising from actual fraud, the Partnership Parties shall be fully liable for such Damages without regard respect to the Deductible or in Section 10.08(d) and the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Indemnification Limit in Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap10.08(e).

Limitations on Indemnification. Notwithstanding anything to the contrary herein, (ai) To Seller shall not have any liability under Section 9.2 for any individual item (or series of related items) where the extent Damages relating thereto until the Partnership Indemnitees are entitled to indemnification for aggregate damages related thereto meet or exceed [****] United States dollars ($[****]) provided that once the Damages pursuant to Section 8.2(a) equal or exceed [****] United States dollars (but not including Damages for breaches of Fundamental Representations$[****]), CONE Gathering the Seller shall not be liable for those all Damages unless from the first dollar and (ii) Seller’s aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to liability under Section 8.2(a9.2(i) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and other than for breaches of Fundamental Representations without regard or Core Representations, or for claims related to fraud, gross negligence or willful misconduct) shall in no event exceed, on a cumulative basis, [****] percent ([****]%) of the Aggregate Consideration (as determined from time to time). Notwithstanding anything to the Deductible contrary herein, (a) Buyer shall not have any liability under Section 9.3 for any individual item (or series of related items) where the Cap. Damages relating thereto until the aggregate damages related thereto meet or exceed [****] United States dollars (c$[****]) To provided that once the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(aequal or exceed [****] United States dollars ($[****]), the Partnership Parties Buyer shall not be liable for those all Damages unless from the first dollar and (b) Buyer’s aggregate liability under Section 9.3(i) (other than for breaches of Fundamental Representations or Core Representations, or for claims related to fraud, gross negligence or willful misconduct) shall in no event exceed, on a cumulative basis, [****] percent ([****]%) of the Aggregate Consideration (as determined from time to time). For purposes of this Section 9.7, “Aggregate Consideration” means, as determined from time to time, the sum of each of the following amounts: (A) the [****], (B) the [****]; (C) [****] paid to Seller in accordance with Section [****]; (D) the [****]; (E) [****] paid to Seller in accordance with Section [****]; (F) the aggregate amount of Damages exceeds[****], including consideration due to Tolerance in connection with the aggregateconsummation of the transactions contemplated under this Agreement. Nothing in this Section 9.7 is intended to, the Deductiblenor shall it, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(blimit Seller’s liability under Sections 9.2(ii) or 9.2(iii) or Buyer’s liability under Section 8.1(c9.3(ii) without regard to the Deductible or the Cap9.3(iii).

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering the Contributing Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 10 million (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering the Contributing Parties shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 150.0 million (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, Damages for breach of the representations or warranties in Section 3.13), the Contributing Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering the Contributing Parties shall be fully liable for Damages pursuant to Section Sections 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE P66 Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE P66 Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees or the ALJ Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) or Section 8.1(a) (but not including Damages for breaches of Partnership Fundamental Representations), CONE Gathering respectively, ALJ or the Partnership, as the case may be, shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 500,000 (the “Deductible”), and then only to the extent of any such excess; provided, howeverfurther, that CONE Gathering ALJ or the Partnership shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) or Section 8.1(a) (but not including Damages for breaches of Partnership Fundamental Representations), respectively, that exceed, in the aggregate, $37,200,000 43,750,000 (the “Cap”) less the Deductible). (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees or the ALJ Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, in the case of the Partnership Indemnitees, Damages for breach of the representations or warranties in Section 3.13), ALJ or the Partnership, as the case may be, shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering ALJ shall be fully liable for Damages pursuant to Section Sections 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), Cap and the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) and for breaches of Partnership Fundamental Representations without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a7.2(a) (but not including Damages for breaches of Sponsor Fundamental Representations), CONE Gathering Delek Energy shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 2.5 million (the “DeductibleBasket”), and then only to in which event, Delek Energy shall be liable from the extent first dollar of any such excessDamages; provided, however, that CONE Gathering Delek Energy shall not be liable for Damages pursuant to Section 8.2(a7.2(a) (but not including Damages for breaches of Sponsor Fundamental Representations) that exceed, in the aggregate, $37,200,000 70 million (the “Cap”) less the Deductible). (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering Delek Energy shall be fully liable for such Damages without regard to the Deductible Basket or the Cap. For the avoidance of doubt, CONE Gathering Delek Energy shall be fully liable for Damages pursuant to Section 8.2(b7.2(b) or Section 8.2(c7.2(c) and for breaches of Sponsor Fundamental Representations without regard to the Deductible Basket or the Cap. (c) To the extent the CONE Delek Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a7.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the DeductibleBasket, and then only to in which event, the extent Partnership shall be liable from the first dollar of any such excessDamages; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the DeductibleCap. (d) Notwithstanding clause (c) above, to the extent the CONE Delek Indemnitees are entitled to indemnification for Damages for claims arising from fraudfraud or relating to arising from Taxes, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible Basket or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b7.1(b) or Section 8.1(c7.1(c) and for breaches of Partnership Fundamental Representations without regard to the Deductible Basket or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE CNX Gathering shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 2,650,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE CNX Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 39,750,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) aboveSection 8.8(a), to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE CNX Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE CNX Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE CNX Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) aboveSection 8.8(c), to the extent the CONE CNX Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering the P66 Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 700,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering the P66 Parties shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 10.5 million (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, Damages for breach of the representations or warranties in Section 3.12), the P66 Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering the P66 Parties shall be fully liable for Damages pursuant to Section Sections 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE P66 Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE P66 Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. Notwithstanding anything to the contrary herein, (ai) To Seller shall not have any liability under Section 9.2 for any individual item (or series of related items) where the extent Damages relating thereto until the Partnership Indemnitees are entitled to indemnification for aggregate damages related thereto meet or exceed [****] United States dollars ($[****]) provided that once the Damages pursuant to Section 8.2(a) equal or exceed [****] United States dollars (but not including Damages for breaches of Fundamental Representations$[****]), CONE Gathering the Seller shall not be liable for those all Damages unless from the first dollar and (ii) Seller’s aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to liability under Section 8.2(a9.2(i) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and other than for breaches of Fundamental Representations without regard or Core Representations, or for claims related to fraud, gross negligence or willful misconduct) shall in no event exceed, on a cumulative basis, [****] percent ([****]%) of the Aggregate Consideration (as determined from time to time). Notwithstanding anything to the Deductible contrary herein, (a) Buyer shall not have any liability under Section 9.3 for any individual item (or series of related items) where the Cap. Damages relating thereto until the aggregate damages related thereto meet or exceed [****] United States dollars (c$[****]) To provided that once the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(aequal or exceed [****] United States dollars ($[****]), the Partnership Parties Buyer shall not be liable for those all Damages unless from the first dollar and (b) Buyer’s aggregate liability under Section 9.3(i) (other than for breaches of Fundamental Representations or Core Representations, or for claims related to fraud, gross negligence or willful misconduct) shall in no event exceed, on a cumulative basis, [****] percent ([****]%) of the Aggregate Consideration (as determined from time to time). For purposes of this Section 9.7, “Aggregate Consideration” means, as determined from time to time, the sum of each of the following amounts: (A) the [****], (B) the [****]; (C) [****] paid to Seller in accordance with Section [****]; (D) the [****]; (E) [****] paid to Seller in accordance with Section [****]; (F) the aggregate amount of Damages exceeds[****], including consideration due to [****] in connection with the aggregateconsummation of the transactions contemplated under this Agreement. Nothing in this Section 9.7 is intended to, the Deductiblenor shall it, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(blimit Seller’s liability under Sections 9.2(ii) or 9.2(iii) or Buyer’s liability under Section 8.1(c9.3(ii) without regard to the Deductible or the Cap9.3(iii).

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering the P66 Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 7,750,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering the P66 Parties shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 77,500,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, Damages for breach of the representations or warranties in Section 3.14), the P66 Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering the P66 Parties shall be fully liable for Damages pursuant to Section Sections 8.2(b), 8.2(c) or Section 8.2(c8.2(d) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE P66 Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE P66 Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.. 8.9

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not that SHLX Indemnified Parties would otherwise be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties Sellers, jointly and severally, shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that pursuant to Section 8.1(a) only if (i) the Damages with respect to any individual claim pursuant to Section 8.1(a) exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Claim Amount”) and (ii) the Damages for all claims pursuant to Section 8.1(a) exceed, in the aggregate, One Million Dollars ($1,000,000) (the Cap less “Deductible Amount”), and then the Deductible. (d) Notwithstanding clause (c) aboveSellers, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraudjointly and severally, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable only for Damages pursuant to Section 8.1(b8.1(a) to the extent of any excess over the Deductible Amount. In no event shall the Sellers’ aggregate liability to SHLX Indemnified Parties under Section 8.1 exceed Sixty-Three Million Dollars ($63,000,000) (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Sellers’ aggregate liability to SHLX Indemnified Parties under Section 8.1 for breaches or inaccuracies of representations and warranties contained in Section 8.1(c3.15 (Management Projections and Budget) shall not be subject to the Ceiling Amount but shall not exceed Three Hundred Fifteen Million Dollars ($315,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Title to the Assets), Section 3.7 (Taxes), Section 3.12 (Brokerage Arrangements), and Section 3.13 (Books and Records), provided, that the Sellers’ aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections described in clauses (i) and (ii) and for breaches of covenants (including indemnity obligations related to Section 5.4), shall not exceed the Consideration; and provided, further, however, that the payment and indemnification obligations of the Sellers pursuant to Article VI shall not be subject to any limitation in this Section 8.6(a) and shall be excluded from the determination of whether the maximum indemnification amount specified in the immediately preceding proviso has been reached or exceeded. (b) For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any qualifier as to “material,” “materiality” or Seller Material Adverse Effect expressly contained in Article III (except in the Deductible case of the term “Material Contract”); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred. (c) Additionally, none of the CapSellers, on the one hand, or any of the Purchasers, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent resulting pursuant to third party indemnity claims.

Limitations on Indemnification. (a) (i) To the extent the Partnership Indemnitees or the Western Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a7.2(a) (but not including Damages for breaches of Fundamental Representations or for breaches of the representations or warranties in Section 3.4(c) or Section 3.6) or Section 7.1(a) (but not including Damages for breaches of Partnership Fundamental Representations), CONE Gathering respectively, Western or the Partnership, as the case may be, shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 1,800,000 (the “Deductible”), and then only to the extent of any such excessexcess and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for breach of the representations or warranties in Section 3.6, Western shall not be liable for those Damages unless the aggregate amount of Damages exceeds $900,000 (the “Environmental Deductible”); provided, however, that CONE Gathering no indemnified party shall submit a claim for indemnification to the indemnifying party unless the Damages in respect of such claim (or series of related claims) exceeds $50,000 (each such claim (or series of related claims) with Damages that does not exceed $50,000, a “De Minimis Claim”) until the amount of all De Minimis Claims exceeds $250,000 in the aggregate, after which all De Minimis Claims shall be applied to the Deductible (or, if applicable, the Environmental Deductible,) from the first dollar (not just the amount in excess of $250,000); provided, further, that Western or the Partnership shall not be liable for Damages pursuant to Section 8.2(a7.2(a) (but not including Damages for breaches of Fundamental Representations) or Section 7.1(a) (but not including Damages for breaches of Partnership Fundamental Representations), respectively, that exceed, in the aggregate, $37,200,000 18,000,000 (the “Cap”) less the Deductible). (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees or the Western Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, in the case of the Partnership Indemnitees, Damages for breach of the representations or warranties in Section 3.12), Western or the Partnership, as the case may be, shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering Western shall be fully liable for Damages pursuant to Section 8.2(b7.2(b) or Section 8.2(c7.2(c) and for breaches of Fundamental Representations without regard to the Deductible Deductible, the Environmental Deductible, or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, Cap and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, breaches of the Partnership Parties shall be fully liable for such Damages representations and warranties in Section 3.4(c) without regard to the Deductible, the Environmental Deductible or the Cap. For the avoidance application of doubtany De Minimis Claim threshold, and the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b7.1(b) or Section 8.1(c7.1(c) and for breaches of Partnership Fundamental Representations without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a8.2 (a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent that the Partnership Indemnitees are Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations6.1(i), CONE Gathering EMI shall not be liable for those only if (i) the Damages unless the aggregate amount of Damages exceeds with respect to any individual claim exceed $2,480,000 50,000 (the “DeductibleMinimum Claim Amount”), ) and then only to (ii) the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $37,200,000 1,800,000 (the “CapDeductible Amount”), and then EMI shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall EMI’s aggregate liability to the Partnership Indemnified Parties under Section 6.1(i) less exceed $36,000,000 (the Deductible“Ceiling Amount”). Notwithstanding the foregoing, the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in the EMI Fundamental Representations. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent that the CONE Indemnitees are EMI Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.1(a6.2(i), the Partnership Parties shall not be liable only if (i) the Damages with respect to any individual claim exceed the Minimum Claim Amount and (ii) the Damages for those Damages unless all claims that exceed the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that Minimum Claim Amount exceed, in the aggregate, the Cap less Deductible Amount, and then the DeductiblePartnership shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall the Partnership’s aggregate liability to the EMI Indemnified Parties under Section 6.2 exceed the Ceiling Amount. (d) Notwithstanding clause (c) aboveAdditionally, neither the Partnership, on the one hand, nor EMI, on the other hand, will be liable as an indemnitor, and each of EMI and the Partnership hereby waives claims against the other party, under this Agreement for any consequential, incidental, special, indirect, exemplary or punitive damages based on any theory of liability (including lost profits) suffered or incurred by the indemnified party or parties except to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages resulting pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapThird Party Indemnity Claims.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering the P66 Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 2,360,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering the P66 Parties shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 23,600,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, Damages for breach of the representations or warranties in Section 3.14), the P66 Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering the P66 Parties shall be fully liable for Damages pursuant to Section Sections 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE P66 Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a8.1 (a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE P66 Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a1) To the extent the Partnership Indemnitees are entitled The Cintas Contributors shall have no obligation to indemnification make any payment for Damages pursuant (for indemnification or otherwise) with respect to the matters described in Section 8.2(a8.2(1)(a) unless and until the total of all Damages with respect to such matters exceeds $5,000,000 (the “Cintas Deductible Amount”) (but not including Damages for breaches of Fundamental Representations)it being understood and agreed that the Cintas Deductible Amount is intended as a deductible, CONE Gathering and that the Cintas Contributors shall not be liable for those any amount of Damages unless under Section 8.2(1)(a) less than the Cintas Deductible Amount). Once the total of all Damages with respect to matters described in Section 8.2(1)(a) exceeds the Cintas Deductible Amount, the Cintas Contributors shall be liable for all such Damages in excess of the Cintas Deductible Amount, up to but not in excess of the Cintas Indemnity Cap. The aggregate amount of all Damages exceeds for which the Cintas Contributors shall be liable pursuant to Section 8.2(1)(a) shall not exceed $2,480,000 50,000,000 (the “DeductibleCintas Indemnity Cap”). (2) Section 8.4(1) will not apply to, and then only to the extent Cintas Contributors shall be liable for all Damages with respect to, any breach or inaccuracy of the Cintas Fundamental Reps and the matters set forth in Sections 8.2(1)(b) — 8.2(1)(f). Damages arising from any such excess; provided, however, that CONE Gathering breach or inaccuracy of the Cintas Fundamental Reps or the matters set forth in Sections 8.2(1)(b) — 8.2(1)(f) shall not be liable for counted toward, or be subject to, the Cintas Indemnity Cap and such Damages pursuant shall not be subject to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the DeductibleCintas Deductible Amount. (b3) Notwithstanding clause The Cintas Contributors shall have no obligation to make any payment for Damages (afor indemnification or otherwise) above, based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Cintas Contributors contained in this Agreement if Shred-it had Knowledge of such inaccuracy or breach prior to the extent execution and delivery of this Agreement by the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the CapParties. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages Indemnified Parties suffer any Losses pursuant to Section 8.2(a9.2(a)(i) or Section 9.2(b)(i): (but not including Damages for breaches of Fundamental Representations)i) to the extent that the retention amount under either the Parent R&W Insurance Policy or the Company R&W Insurance Policy, CONE Gathering shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 as applicable (the “DeductibleRetention Limit”), and has not been met, then only the Indemnifying Parties shall have no obligation to indemnify the Indemnified Parties in respect of any claims for such Losses pursuant to Section 9.2(a)(i) or Section 9.2(b)(i); (ii) to the extent the Retention Limit has been met and the amount of such Losses are less than the total policy limit under the Company R&W Insurance Policy or the Parent R&W Insurance Policy, as applicable (the “R&W Cap”), then the Indemnifying Parties shall have no obligation to indemnify the Indemnified Parties in respect of claims for such Losses pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) and (without limiting indemnification claims made pursuant to Section 9.2(a)(iii)) the Indemnified Parties shall seek recovery of any such excess; providedLosses solely pursuant to the Company R&W Insurance Policy or the Parent R&W Insurance Policy, howeveras applicable; (iii) to the extent that the Retention Limit and the R&W Cap have been met, that CONE Gathering shall not be liable for Damages then (x) to the extent such Losses relate to a claim pursuant to Section 8.2(a9.2(a)(i) (but not including Damages for Fraud or breaches of the Fundamental Company Representations or Section 9.2(b)(i) for Fraud or breaches of the Fundamental Parent Representations, the Indemnified Parties shall be entitled to pursue recovery of such Losses directly from Indemnifying Parties subject to the limitations set forth in this Agreement (including Section 9.3(b) that exceedbelow) and (y) to the extent such Losses relate to a claim pursuant to Section 9.2(a)(i) other than for Fraud or breaches of the Fundamental Company Representations or Section 9.2(b)(i) other than for Fraud or breaches of the Fundamental Parent Representations, the Indemnifying Parties shall have no obligation to indemnify the Indemnified Parties in the aggregate, $37,200,000 (the “Cap”) less the Deductiblerespect of any such Losses hereunder. (b) Notwithstanding clause (a) above, anything to the extent contrary in this Agreement, Parent, on behalf of itself and each other Parent Indemnified Party and the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesCompany, CONE Gathering on behalf of each Company Indemnified Party, acknowledge and agree that the provisions of this Section 9.3 shall be fully liable for such Damages without regard to the Deductible apply regardless of whether (x) Parent or the CapShareholder Representative obtains or maintains the Parent R&W Insurance Policy or the Company R&W Insurance Policy, respectively, following the Closing, (y) the Parent R&W Insurance Policy or the Company R&W Insurance Policy, as applicable, is revoked, cancelled or modified in any manner after issuance thereof, or (z) other than indemnification pursuant to Section 9.2(a)(iii), any Parent Indemnified Party or Company Indemnified Party makes a claim under the Parent R&W Insurance Policy or the Company R&W Insurance Policy, respectively, and such claim is denied, excluded or otherwise limited or restricted in any manner thereunder. For the avoidance of doubt, CONE Gathering in no event shall be fully liable the R&W Cap for Damages Losses pursuant to Section 8.2(b9.2(a)(i) or Section 8.2(c9.2(b)(i) be less than $50,000,000 and for breaches $13,325,000, respectively, regardless of Fundamental Representations without regard to whether the Deductible Parent or the CapShareholder Representative obtains or maintains the Parent R&W Insurance Policy or the Company R&W Insurance Policy, respectively, following the Closing. (c) To Notwithstanding anything to the extent contrary contained herein: (i) the CONE Indemnitees are entitled applicable Indemnifying Parties’ aggregate Liability for indemnification obligations set forth in (x) Section 9.2(a)(ii) or Section 9.2(a)(i) for Fraud or breaches of the Fundamental Company Representations, or (y) Section 9.2(b)(ii) or Section 9.2(b)(i) for Fraud or breaches of the Fundamental Parent Representations, as applicable, shall not exceed the value of the sum of (A) the Aggregate Cash Consideration minus the Pathfinder Preferred Liquidation Preference plus (B) the cash value of the Aggregate Stock Consideration (valued based upon the Base Value Per Share); (ii) with respect to any indemnification for Damages obligation of the Parent Indemnifying Parties, other than pursuant to Section 8.1(a9.2(a)(iii), (A) each Parent Indemnifying Party’s share of such indemnification obligation shall be limited to the Partnership product of (1) the quotient of (x) the amount by which the portion of the Aggregate Stock Consideration and Aggregate Cash Consideration that such Parent Indemnifying Party received pursuant to Article III would have been reduced, divided by (y) the amount by which the Aggregate Stock Consideration and Aggregate Cash Consideration that all Parent Indemnifying Parties shall not be liable for those Damages unless received pursuant to Article III would have been reduced, in each case of clauses (x) and (y), if the aggregate sum of the cash value of the Aggregate Stock Consideration (valued based upon the Base Value Per Share) and the Aggregate Cash Consideration were reduced by the amount of Damages exceedssuch indemnification obligation (taking into account the application of this clause (ii) on account of any prior indemnification obligations of the Parent Indemnifying Parties) multiplied by (2) the total amount of such indemnification obligation, in (B) each Parent Indemnifying Party’s maximum liability for indemnification obligations hereunder shall be limited to the aggregateportion of the sum of the cash value of the Aggregate Stock Consideration (valued based upon the Surrender Value Per Share) and the Aggregate Cash Consideration actually received by such Parent Indemnifying Party and (C) each Parent Indemnifying Party may elect to satisfy any of its indemnification obligations hereunder by either the payment of cash or the surrender of shares of Parent Common Stock, with each share of Parent Common Stock valued at (such value, the Deductible“Surrender Value Per Share”) (x) if such shares of Parent Common Stock are subject to a lock-up pursuant to the Restated Stockholders Agreement or a separate lock-up agreement with Parent, the Base Value Per Share, and then only (y) if such shares of Parent Common Stock are not subject to a lock-up pursuant to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregateRestated Stockholders Agreement or a separate lock-up agreement with Parent, the Cap less closing trading price of the DeductibleParent Common Stock on the trading day that is three (3) trading days prior to the date on which the indemnification payment is made. (d) Notwithstanding clause (cFor the avoidance of doubt, in the case of indemnification obligations set forth in Section 9.2(a)(i) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraudFraud, the Partnership Parent Indemnifying Parties shall be fully liable for such Damages without regard required to indemnify the Deductible or the CapParent Indemnified Parties in accordance with Section 9.2 and Section 9.3. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages any amounts subject to indemnification pursuant to Section 8.1(b9.2(a)(iii) or Section 8.1(c) without regard shall not be subject to the Deductible or limitations set forth in Section 9.3(a). (e) The Parent Indemnified Parties shall use good faith efforts to seek coverage (to the Capextent there is a reasonable basis for seeking such coverage) under any applicable insurance policies before seeking indemnity from the Parent Indemnifying Parties for claims pursuant to Section 9.2(a)(iii). Notwithstanding the foregoing, with respect to any Losses subject to indemnification pursuant to Section 9.2(a)(iii), the amount of such Losses that may be recovered by the Parent indemnified Parties pursuant to Section 9.2(a)(iii) shall be limited to fifty percent (50%) of the aggregate Losses incurred by the Parent Indemnified Parties with respect to the relevant indemnification claim made pursuant to Section 9.2(a)(iii).

Limitations on Indemnification. (a) To the extent the Partnership Acquirer Indemnitees or the Contributor Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) or Section 8.1(a) (but not including Damages for breaches of Acquirer Fundamental Representations), CONE Gathering respectively, the Contributor or the Acquirer, as the case may be, shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 1,000,000 (the “"Deductible”"), and then only to the extent of any such excess; provided, however, that CONE Gathering no indemnified party shall submit a claim for indemnification to the indemnifying party unless the Damages in respect of such claim (or series of related claims) exceeds $50,000 (each such claim (or series of related claims) with Damages that does not exceed $50,000, a "De Minimis Claim"); provided, further, that neither the Contributor nor the Acquirer shall be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) or Section 8.1(a) (but not including Damages for breaches of Acquirer Fundamental Representations), respectively, that exceed, in the aggregate, $37,200,000 5,000,000 (the “"Cap”) less the Deductible"). (b) Notwithstanding clause (a) above, to the extent the Partnership Acquirer Indemnitees or the Contributor Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, in the case of the Acquirer Indemnitees, Damages for breach of the representations or warranties in Section 3.12), the Contributor or the Acquirer, as the case may be, shall be fully liable for such Damages without regard to the Deductible Deductible, the Cap or the Caplimitations in clause (a) with respect to De Minimis Claims. For the avoidance of doubt, CONE Gathering the Contributor shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less or the Deductible. (d) Notwithstanding limitations in clause (ca) above, with respect to De Minimis Claims and the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties Acquirer shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) and for breaches of Acquirer Fundamental Representations without regard to the Deductible Deductible, the Cap or the Caplimitations in clause (a) with respect to De Minimis Claims. (c) Neither Party will be liable as an indemnitor, and each Party hereby waives claims against the other Party, under this Agreement for any consequential, incidental, special, indirect, exemplary or punitive damages based on any theory of liability (including lost profits) suffered or incurred by the indemnified party or parties except to the extent resulting from Indemnity Claims.

Limitations on Indemnification. (a) To the extent that the Partnership Indemnitees Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.2(a9.1(a) (but not including Damages for breaches of Fundamental Representationsor Section 9.1(b), CONE Gathering the Contributing Parties shall not be liable for those such Damages unless until the aggregate amount of all such Damages exceeds $2,480,000 1.0% of the dollar value of the Aggregate Consideration as of the Closing Date (the “DeductibleThreshold Amount”), and then only then, subject to the extent of any such excess; providedfollowing sentence, however, that CONE Gathering the Contributing Parties shall not be liable for Damages pursuant all such Damages, whether incurred before or after the Threshold Amount was exceeded. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 8.2(a9.1(a) (but not including Damages for breaches exceed 15.0% of Fundamental Representations) that exceed, in the aggregate, $37,200,000 dollar value of the Aggregate Consideration as of the Closing Date (the “CapCeiling Amount”). Notwithstanding the foregoing, (i) the Threshold Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Sections 3.1, 3.2, 3.4 and 3.17 (collectively, the “Contributing Parties Fundamental Representations”) less and (ii) the DeductibleCeiling Amount shall not apply to inaccuracies, violations or breaches of any of the Contributing Parties Fundamental Representations, provided the Contributing Parties’ aggregate liability for a breach of the Contributing Parties Fundamental Representations shall not exceed an amount equal to the dollar value of the Aggregate Consideration as of the Closing Date. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.1(a9.2(a) or Section 9.2(b), the Partnership Parties shall not be liable for those such Damages unless until the aggregate amount of all such Damages exceedsexceeds the Threshold Amount, in and then, subject to the aggregatefollowing sentence, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Contributing Parties shall not be liable for Damages that exceedall such Damages, whether incurred before or after the Threshold Amount was exceeded. In no event shall the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(a) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Threshold Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Sections 4.1, 4.2, 4.4 and 4.6 (the aggregate“Partnership Fundamental Representations”) and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of any of the Cap less Partnership Fundamental Representations, provided the DeductiblePartnership Parties’ aggregate liability for a breach of the Partnership Fundamental Representations shall not exceed an amount equal to the dollar value of the Aggregate Consideration as of the Closing Date. (c) [Intentionally Omitted.] (d) Notwithstanding clause The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(a) (c) above, to the extent relating to any inaccuracy, violation or breach of a representation or warranty in Sections 3.1(b), 3.1(c), 3.4(b) or 3.4(c) or in Sections 3.5 through 3.16) relating to Damages suffered or incurred by the CONE Indemnitees Partnership Indemnified Parties, attributable to SemCrude Pipeline or White Cliffs Pipeline or their respective assets, businesses or operations, shall be limited to Damages actually suffered or incurred by the Partnership Indemnified Parties. For purposes of illustration (and without limiting the generality of the foregoing), in the event any Damages are entitled to indemnification for suffered or incurred by SemCrude Pipeline or White Cliffs Pipeline, the Damages for claims arising from fraud, suffered or incurred by the Partnership Parties shall would be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt33.33% and 17% thereof, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Caprespectively.

Limitations on Indemnification. Anything contained in this Agreement to the contrary notwithstanding: (a) To in no event shall the extent the Partnership Indemnitees are entitled Seller be liable for, or required to indemnification for Damages make any payment: (i) pursuant to clause (i) of Section 8.2(a) 7.2 (but not including Damages for breaches other than with respect to any breach of Fundamental Representationsany of the representations and warranties of Seller set forth in Sections 3.1, 3.2, 3.10(c), CONE Gathering 3.19, 3.21 and 3.22, which shall not be liable subject to the Seller Deductible Amount (as defined below)) for those any indemnifiable Damages suffered by the Purchaser Indemnified Parties unless and until the aggregate dollar amount of all such Damages, taken together with the aggregate dollar amount of all indemnifiable Damages suffered by the Licensee Indemnified Parties (as such term is defined in the License Agreement) under Section 13.2(i) with respect to breaches of representation or warranties of the License Agreement, exceeds $2,480,000 1,000,000 (the “Deductible”"Seller Deductible Amount"), and then only to the extent of any such excess; provided, howeverprovided that Damages indemnified hereunder in respect of claims made by the Purchaser Indemnified Parties with respect to breaches of any of the representations and warranties set forth in set forth in Sections 3.1, that CONE Gathering 3.2, 3.10(c), 3.19, 3.21 and 3.22 and in Section 8.1(a) of the License Agreement shall be disregarded for purposes of determining whether the aggregate Damages exceed the Seller Deductible Amount as described above. (ii) pursuant to clause (i) of Section 7.2 (other than with respect to breaches of any of the representations and warranties set forth in Section 3.1, 3.2, 3.21 and 3.22, which shall not be liable subject to the limitation set forth in this Section 7.4(a)(ii)) for any indemnifiable Damages suffered by the Purchaser Indemnified Parties in excess of $30,000,000 (the "Seller Cap Amount"); (iii) pursuant to clause (i) of Section 7.2 for any indemnifiable Damages suffered by the Purchaser Indemnified Parties to the extent such Damages are also indemnifiable under any of clauses (iii), (iv), (v) and (vi) of Section 7.2; (iv) with respect to any item or amount to the extent a reduction in the Share Purchase Price was made because such item or amount was included in the definition of "Indebtedness" for purposes of calculating the Estimated Indebtedness or the Closing Date Indebtedness or was included in the definition of "Current Liabilities" for purposes of calculating the Estimated Working Capital or the Closing Date Working Capital, and any such items or amounts shall be excluded in determining whether the aggregate Damages exceed the Seller Deductible Amount pursuant to Section 8.2(a7.4(a)(i) or the Seller Cap Amount for purposes of Section 7.4(a)(ii); (but not including v) pursuant to clause (i) of Section 7.2 with respect to any breach of any representation or warranty of the Sellers contained in Sections 3.1, 3.2, 3.21 and 3.22 for any indemnifiable Damages suffered by the Purchaser Indemnified Parties in excess of one hundred percent (100%) of the Share Purchase Price; (vi) pursuant to Section 7.2 for breaches any indemnifiable Damages suffered by the Purchaser Indemnified Parties (A) to the extent arising out of Fundamental Representations) that exceedany indemnifiable matter unless a claim therefor is asserted specifying in good faith, in reasonable detail and in writing by the aggregateapplicable Purchaser Indemnified Parties within the time period that such indemnifiable matter survives in accordance with Section 7.1, $37,200,000 failing which such claim shall be waived and extinguished, (B) to the “Cap”extent arising out of any legislation not in force at Closing or any change of Law or administrative practice, which takes effect retroactively to periods prior to the Closing, (C) less which are merely estimates of Damages and not actual Damages or (D) to the Deductible.extent that the indemnifiable Damages have been incurred as a result of any failure by the Purchaser Indemnified Parties to mitigate such Damages as required by applicable law; (b) Notwithstanding in no event shall the Purchaser be liable for, or required to make any payment pursuant to, (i) clause (ai) aboveof Section 7.3 (other than with respect to any breach any of the representations and warranties of the Purchaser set forth in Section 4.1, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes4.2, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) 4.6 and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties 4.7 which shall not be liable subject to the Purchaser Deductible Amount (as defined below)) for those any indemnifiable Damages suffered by the Seller Indemnified Parties unless and until the aggregate dollar amount of all such Damages, taken together with the aggregate dollar amount of all indemnifiable Damages exceeds, suffered by the Licensor Indemnified Parties (as such term is defined in the aggregateLicense Agreement) under Section 13.1(i) with respect to breaches of representation or warranties of the License Agreement, exceeds $1,000,000 (the Deductible"Purchaser Deductible Amount"), and then only to the extent of any such excess, provided that Damages indemnified hereunder in respect of claims made by the Seller Indemnified Parties with respect to breaches of any of the representations or warranties set forth in Section 4.1, 4.2, 4.6 and 4.7, and in Section 8.2(a) of the License Agreement shall be disregarded for purposes of determining whether the aggregate Damages exceed the Purchaser Deductible Amount as described above; providedand (ii) clause (i) of Section 7.3 (other than with respect to breaches of any of the representations and warranties set forth in Section 4.1, however4.2, that the Partnership Parties 4.6 and 4.7, which shall not be liable subject to the limitation set forth in this Section 7.4(b)(ii)) for any indemnifiable Damages that exceed, suffered by the Seller Indemnified Parties in the aggregate, the Cap less the Deductibleexcess of $30,000,000. (diii) Notwithstanding pursuant to clause (i) of Section 7.3 with respect to any breach of any representation or warranty of the Sellers contained in Sections 4.1, 4.2, 4.6 and 4.7 for any indemnifiable Damages suffered by the Seller Indemnified Parties in excess of one hundred percent (100%) of the Share Purchase Price; (iv) pursuant to Section 7.3 for any indemnifiable Damages suffered by the Seller Indemnified Parties (A) which are merely estimates of Damages and not actual Damages or (B) to the extent that the indemnifiable Damages have been incurred as a result of any failure by the Purchaser Indemnified Parties to mitigate such Damages as required by applicable law; (c) aboveIn connection with this Section 7.4, the Seller hereby (i) waives any right of contribution or indemnification or similar right they may have against the Company any amounts paid by the Seller hereunder and (ii) waives any defense based on fault of the Company, in each case solely to the extent the CONE Indemnitees are entitled arising out of or resulting from events, circumstances, actions or failures to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard act occurring or existing prior to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapClosing.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering Sapphire and Emerald shall not be liable for those Damages required to indemnify any Buyer Indemnitee pursuant to (i) Section 9.02(a) and Section 9.02(g) with respect to Losses incurred by Buyer Indemnitees unless such claim or series of related claims involve Losses in excess of $200,000 (the “De Minimis Amount”) or (ii) Section 9.02(a) with respect to Losses incurred by Buyer Indemnitees until the aggregate amount of Damages such Losses exceeds $2,480,000 $ 13,387,500 (the “Deductible”), after which Sapphire and then only Emerald shall be obligated for all of the Buyer Indemnitees’ Losses under this clause (ii) to the extent in excess of any such excess; providedthe Deductible, howeversubject to the Cap. Subject to Section 9.04(c) above, that CONE Gathering in no event shall not the aggregate amount required to be liable for Damages paid by Sapphire and Emerald pursuant to Section 8.2(a9.02(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, exceed $37,200,000 13,387,500 (the “Cap”); provided further that none of the De Minimis Amount, the Deductible or the Cap shall apply to any claim involving Losses arising out of or relating to a breach or inaccuracy of any of the Fundamental Representations or the representations and warranties in Section 3.13 (Tax Matters). In no event shall the aggregate amount required to be paid by Sapphire and Emerald pursuant to Section 9.02(g) exceed six hundred fifty seven million Dollars ($657,000,000) (the “E&O Cap Amount”) less the Deductibleamount actually recovered by the Buyer Indemnitees with respect to Pre-Closing E&O Liabilities pursuant to the R&W Insurance Policy. Notwithstanding anything herein to the contrary (including the Cap described above), Sapphire and Emerald shall, jointly and severally, indemnify the Buyer Indemnitees with respect to one half of all Losses subject to indemnification hereunder for breaches or inaccuracies of Indemnity Basket Representations that are incurred by the Buyer Indemnitees in excess of both (1) the Cap and (2) all available coverage under the R&W Insurance Policy; provided that the total obligations of Sapphire and Emerald pursuant to this sentence shall not exceed one hundred million Dollars ($100,000,000) in the aggregate. (b) Notwithstanding clause Sapphire and Emerald shall not be required to indemnify any Buyer Indemnitee pursuant to Section 9.02(f) with respect to Losses incurred by Buyer Indemnitees until the aggregate amount of such Losses, when taken together with all other Losses subject to indemnification pursuant to Section 9.02(a), Section 9.02(c) and Section 9.02(g) exceeds $26,775,000 (athe “Retention”), after which Sapphire and Emerald shall be obligated for all of the Buyer Indemnitees’ Losses under Section 9.02(f) above, to the extent in excess of the Partnership Retention, subject to the Policy Limit. In no event shall the aggregate amount required to be paid by Sapphire and Emerald pursuant to Section 9.02(f) plus the aggregate amount required to be paid by Sapphire and Emerald as a result of the Cap being increased pursuant to the last sentence of Section 9.04(c) exceed an amount equal to (x) three hundred fifty seven million dollars ($357,000,000) less (y) the total amount actually recovered by the Buyer Indemnitees are entitled pursuant to the R&W Insurance Policy (the “Policy Limit”). With respect to the matters subject to indemnification for Damages for claims arising from fraud or related pursuant to or arising from TaxesSection 9.02(f), CONE Gathering shall be fully liable for such Damages Emerald and Sapphire shall, mutatis mutandis, have the same rights as the R&W Insurers have with respect to breaches and inaccuracies of the representations and warranties covered by the R&W Insurance Policy, including, without regard limitation, rights to subrogation and rights to receive information relating to any claim. To the extent the sum of (i) all amounts actually recovered by Buyer Indemnitees pursuant to the Deductible R&W Insurance Policy with respect to Losses subject to indemnification pursuant to Section 9.02(a) (other than with respect to Fundamental Representations and the representations and warranties in Section 3.13 (Tax Matters) plus (ii) all amounts paid to Buyer Indemnitees for indemnification claims under Section 9.02(f), taken together, exceeds three hundred fifty seven million dollars ($357,000,000), Buyer shall promptly (and in any event within ten (10) Business Days) reimburse Emerald and Sapphire the amount of such excess. The Parties acknowledge and agree that nothing in this Section 9.05(b) shall limit or waive any obligations under Section 9.04(c) to use reasonable best efforts to seek recovery under the Cap. For R&W Insurance Policy for matters covered thereby (and that, for the avoidance of doubt, CONE Gathering Buyer shall still be fully liable for Damages pursuant required to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations seek recovery under the R&W Policy without regard to the Deductible its obligations to deliver any or the Capall proceeds to Emerald). (c) To Notwithstanding anything to the contrary contained in this Agreement, (i) Sellers shall not have any liability for any otherwise indemnifiable Loss to the extent the CONE Buyer Indemnitees are entitled have been actually recovered or been compensated in respect of such Loss through the adjustment to indemnification the Purchase Price under Section 2.10 or Section 2.11 (it being acknowledged that the intent of this provision is to avoid “double counting”) or for Damages Losses to the extent attributable to any breach by Buyer of any covenant or agreement pursuant to Section 8.1(a), the Partnership Parties 2.12 or Article VI and (ii) no Party shall not be liable for those Damages unless any Losses in excess of the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the DeductiblePurchase Price. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for Nothing in this Section 9.05 or elsewhere in this Agreement shall limit any claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapFraud.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to No claim or claims may be made against an Indemnifying Party for indemnification for Damages pursuant to Section 8.1(a) (other than in respect of the Real Property Representations, the Environmental Representations and the Major Trademark Title Representation) or Section 8.2(a) unless the Losses of the Indemnified Party with respect to such section (but not including Damages for breaches other than in respect of Fundamental the Environmental Representations, which shall be governed by the following sentence) shall exceed an amount equal to Three Million Dollars ($3,000,000) (the "Deductible"), CONE Gathering in which case the Indemnifying Party shall not be liable obligated to the Indemnified Party only for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Loss in excess of the Deductible”, subject to Section 8.5(c), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to purposes of calculating the aggregate amount of claims, no individual claim for indemnification under Section 8.1(a) (other than in respect of the Real Property Representations the Major Trademark Title Representation) or Section 8.2(a) shall be included unless and until the Losses resulting from such individual claim exceed Fifty Thousand Dollars (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible50,000). (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to No claim or claims may be made against Seller for indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a) as a result of breaches of the Environmental Representations, unless the Losses of the Buyer Indemnified Parties with respect to such breaches shall exceed an amount equal to Three Million Dollars ($3,000,000) (the "Environmental Deductible"), in which case Seller shall be obligated to the Partnership Buyer Indemnified Parties shall not be liable only for those Damages unless eighty percent (80%) of the aggregate amount of Damages exceeds, the Loss in excess of the aggregate, the Environmental Deductible, and then only subject to the extent of any such excessSection 8.5(c); provided, however, that for purposes of calculating the Partnership Parties aggregate amount of claims, no individual claim for indemnification under Section 8.1(a) in respect of the Environmental Representations shall be included unless and until the Losses from such individual claim, exceed Fifty Thousand Dollars ($50,000). If a claim or claims may be made under Section 8.1(a) in respect of the Environmental Representations, then such claim or claims may not be made in respect of a breach of any of the other representations or warranties, regardless of whether the facts and circumstances with respect to such claim or claims would have otherwise entitled a Party to assert such claim or claims. No individual claim may be made against Seller for indemnification pursuant to Section 8.1(a) as a result of the Major Trademark Title Representation unless and until the Losses resulting from such individual claim exceed Twenty Five Thousand Dollars ($25,000). (c) No Indemnifying Party shall be liable for Damages that exceedany Loss, to the extent such Losses (in aggregate) relating to Section 8.1(a) (including those relating to breaches of the aggregateExcepted Representations, the Cap less Environmental Representations, the DeductibleTitle Representations, the Real Property Representations and the Major Trademark Title Representation) or Section 8.2(a) exceed Forty Million Dollars ($40,000,000), and no Indemnifying Party shall be liable for any Loss to the extent such Losses (in aggregate) relating to Section 8.1(a) in respect of breaches of the Environmental Representations or in any certificate relating thereto exceed Five Million Six Hundred Thousand Dollars ($5,600,000). (d) Notwithstanding clause For purposes of computing the aggregate amount of claims against Seller, the amount of each claim by an Indemnified Party shall be deemed to be an amount equal to, and any payments by an Indemnifying Party shall be limited to, the amount of Losses that remain after deducting therefrom (cA) aboveany third party insurance proceeds and any indemnity, contributions or other similar payment payable by any third party with respect thereto, and (B) any net tax benefit recognized by an Indemnified Party or any Affiliate thereof with respect to the Losses or items giving rise to such claim for indemnification. (e) The amount of indemnity payable pursuant to Section 8.1 or in any certificate relating thereto with respect to any Loss shall be reduced to the extent such Loss is reflected on the CONE Indemnitees are entitled Final Working Capital Schedule or, except to the extent otherwise specifically agreed to herein, in the Financial Statements. (f) In any claim for indemnification under this Agreement, Seller shall not be required to indemnify any Person for Damages for claims arising special, exemplary, punitive or consequential damages, including loss of profit or revenue, any multiple of reduced cash flow, interference with operations, or loss of tenants, lenders, investors or buyers. (g) In any case where an Indemnified Party recovers from fraudthird Persons any amount in respect of a matter with respect to which the Indemnifying Party has fully indemnified it pursuant to this Agreement, such Indemnified Party shall promptly pay over to the Partnership Parties Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of any amount previously so paid by the Indemnifying Party to or on behalf of the Buyer Indemnified Party in respect of such matter. (h) Any indemnity payment under this Agreement by Seller shall be fully liable for such Damages without regard treated as an adjustment to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable Purchase Price for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capfederal income tax purposes.

Limitations on Indemnification. (a) To Except as specifically set forth herein, the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless the aggregate maximum amount of indemnifiable Damages exceeds $2,480,000 (that may be recovered from the “Deductible”)Sellers arising out of or resulting from Section 9.2(a) shall be an amount equal to US$60 million, and then only in no event shall any Seller have any indemnification liability under this Agreement greater than his, her or its portion of the Purchase Consideration, and the total indemnification liability of the Sellers under this Agreement shall be allocated to each Seller based on such Seller's proportionate share of the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the DeductiblePurchase Consideration. (b) Notwithstanding clause (a) above, anything to the extent contrary contained in this Agreement, no Indemnitee shall be entitled to seek indemnification from the Partnership Sellers under this Agreement with respect to any Damages arising out of or resulting from Section 9.2(a), until the aggregate amount of such Damages exceeds one hundred thousand US dollars ($100,000), and where such damages exceed one hundred thousand US dollars ($100,000), the Indemnitees are shall be entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxesin full (with no deduction of the one hundred thousand US dollars ($100,000)), CONE Gathering shall be fully liable for such Damages without regard subject to the Deductible or the Cap. For the avoidance provisions of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap9.5(a). (c) To Notwithstanding anything to the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a)contrary contained in this Agreement, the Partnership Parties shall not be liable for those Damages unless the aggregate maximum amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for indemnifiable Damages that exceed, in the aggregate, the Cap less the Deductiblemay be recovered from Terayon arising out of or resulting from Section 9.2(c) shall be an amount equal to US$60 million. (d) Notwithstanding clause (c) above, anything to the extent contrary contained in this Agreement, the CONE Sellers shall not be entitled to seek indemnification from Terayon under this Agreement with respect to any Damages arising out of or resulting from Section 9.2(c), until the aggregate amount of such Damages exceeds one hundred thousand US dollars ($100,000), and where such damages exceed one hundred thousand US dollars ($100,000), the Indemnitees are shall be entitled to indemnification for Damages for claims arising from fraudin full (with no deduction of the one hundred thousand US dollars ($100,000)), the Partnership Parties shall be fully liable for such Damages without regard subject to the Deductible or the Cap. For the avoidance provisions of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap9.5(c).

Limitations on Indemnification. (a) To Notwithstanding the extent the Partnership Indemnitees are entitled to indemnification for Damages foregoing provisions of this Article VI, (i) neither Warrantor shall be liable, pursuant to Section 8.2(a6.1 or 6.2, for any indemnifiable Damages suffered by any Purchaser Indemnitee arising out of a breach of any representation, warranty, covenant or agreement of the Warrantors herein or for any Taxes 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 or indemnification claim in respect of Taxes set forth in Section 6.5, failing which such claim shall be waived and extinguished, (ii) (but not including Damages for breaches of Fundamental Representationsneither Warrantor shall be liable, pursuant to Section 6.1(a), CONE Gathering shall not be liable for those (x) any Damages suffered by any Purchaser Indemnitee unless the aggregate of all Damages suffered by the Purchaser Indemnitees exceeds, on a cumulative basis, an amount equal to 0.50% of Damages exceeds $2,480,000 (the “Deductible”)Consideration, and then only to the extent of any such excessexcess or (y) any individual items where the Damage relating thereto is less than the equivalent of US$100,000 and such items shall not be aggregated for purposes of the immediately preceding clause (x), (iii) the aggregate liability of Warrantors hereunder, pursuant to Section 6.1(a) and 6.2, for Damages suffered by the Purchaser Indemnitees shall in no event exceed 20% of the Consideration, and (iv) no Party hereto shall be liable to the other for indirect, special, incidental, consequential or punitive damages claimed by such other party resulting from such first Party’s breach of its representations, warranties or covenants hereunder; provided, however, that CONE Gathering the limitations described in clauses (i) through (iii) shall not apply to any act or omission constituting fraud or to a breach of the representation and warranty set forth in Section 2.2 (Shares). In no event shall the Warrantors be liable for Damages obligated to indemnify the Purchaser Indemnitees with respect to any matter to the extent that such matter was taken into account in the calculation of the adjustment to the Consideration, if any, pursuant to Section 8.2(a1.3. For purposes solely of this Article VI and Section 5.1(e), all representations and warranties of the Warrantors in Article II (other than Section 2.7(a)) shall be construed as if the term “material” and any reference to “Target Material Adverse Effect” (but not including Damages for breaches of Fundamental Representationsand variations thereof) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductiblewere omitted from such representations and warranties. (b) Notwithstanding clause the foregoing provisions of this Article VI, (ai) abovethe Purchaser shall not be liable, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) 6.3, for any indemnifiable Damages suffered by any Warrantor arising out of a breach of any representation, warranty, covenant or Section 8.2(c) and for breaches agreement of Fundamental Representations without regard the Purchaser herein unless a claim therefor is asserted in writing prior to the Deductible expiration of the period of survival applicable to such representation, warranty, covenant or agreement set forth in Section 6.5, failing which such claim shall be waived and extinguished, (ii) the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages Purchaser shall not be liable, pursuant to Section 8.1(a6.3(a), the Partnership Parties shall not be liable for those (x) any Damages suffered by any Warrantor unless the aggregate amount of all Damages suffered by the Warrantors hereunder and under Section 4.1(a) of the Guaranty Agreement (without double counting) exceeds, in on a cumulative basis, an amount equal to 0.50% of the aggregate, the DeductibleConsideration, and then only to the 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 excessitems shall not be aggregated for purposes of the immediately preceding clause (x), (iii) the aggregate liability of the Purchaser and CTCM, taken together (without double counting), pursuant to Section 6.3(a) hereof and Section 4.1(a) of the Guaranty Agreement for Damages suffered by the Warrantors shall in no event exceed 20% of the Consideration, and (iv) no Party hereto shall be liable to the other for indirect, special, incidental, consequential or punitive damages claimed by such other party resulting from such first party’s breach of its representations, warranties or covenants hereunder; provided, however, that the Partnership limitations described in clauses (i) through (iii) shall not apply to any act or omission constituting fraud. For purposes solely of this Article VI and Section 5.2(a), all representations and warranties of the Purchaser in Article III shall be construed as if the term “material” (and variations thereof) were omitted from such representations and warranties. (c) The Parties shall not be liable for Damages that exceedcooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, in the aggregate, the Cap less the Deductibleincluding by making reasonable best efforts to mitigate or resolve any such claim or liability. (d) Notwithstanding clause (c) above, Indemnification under this Article VI shall be the sole and exclusive remedy of any Party after the Closing with respect to the extent the CONE Indemnitees are entitled any and all claims relating to indemnification for Damages for claims arising from fraudthis Agreement, the Partnership Parties shall be fully liable for such Damages without regard to other Transaction Agreements, the Deductible Target Group or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible transactions contemplated by this Agreement or the Capother Transaction Agreements (other than claims of, or causes of action arising from, fraud).

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification There shall be no liability for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages representations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Buyer Indemnified Parties exceeds One Hundred Sixty Thousand Dollars ($2,480,000 (the “Deductible”160,000), and then only to the extent of any such excess; provided, however, that CONE Gathering after such amount of Damages exceeds One Hundred Sixty Thousand Dollars ($160,000), all Damages, excluding the first One Hundred Sixty Thousand Dollars ($160,000), shall not be liable recoverable by the Buyer Indemnified Parties. There shall be no liability for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representationsrepresentations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Seller Indemnified Parties exceeds One Hundred Sixty Thousand Dollars ($160,000); provided, however, after such amount of Damages exceeds One Hundred Sixty Thousand Dollars ($160,000), all Damages, excluding the first One Hundred Sixty Thousand Dollars ($160,000), shall be recoverable by the Seller Indemnified Parties. The limitations set forth in this Section 9.5 shall not apply to (i) that exceedthe representations and warranties set forth in Sections 3.4 (Capitalization), 3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.20 (Brokers), 4.3 (Company Shares), 4.4 (Brokers) and 5.4 (Brokers), or (ii) claims based on fraud or intentional misrepresentation, with respect to which, in each case, all Damages shall be recoverable from the aggregate, $37,200,000 (first dollar and shall be counted in determining whether the “Cap”thresholds in this Section 9.5(a) less the Deductiblehave been exceeded. (b) Notwithstanding clause (a) above, to The indemnification obligations of the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and Sellers for breaches of Fundamental Representations without regard representations and warranties shall be limited to an amount equal to Three Million Eight Hundred Thousand Dollars ($3,800,000). The indemnification obligations of Buyer for breaches of representations and warranties shall be limited to an amount equal to Three Million Eight Hundred Thousand Dollars ($3,800,000). The foregoing limitations in this Section 9.5(b) above shall not apply to (i) the representations and warranties set forth in Sections 3.4 (Capitalization), 3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.15 (Government Contracts), 3.20 (Brokers), 4.3 (Company Shares), 4.4 (Brokers) and 5.4 (Brokers), or (ii) claims based on fraud or intentional misrepresentation, with respect to which, in each case, (A) no Damages shall be counted in determining whether the cap in this Section 9.5(b) has been exceeded, and (B) the indemnification obligations shall be limited to an aggregate amount equal to the Deductible or the CapMerger Consideration. (c) To The indemnification obligations of the extent parties hereto and the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties rights and remedies that may be exercised by an Indemnified Party shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent limited or otherwise affected by or as a result of any such excess; providedinformation furnished to, however, that or any investigation made by or knowledge of any of the Partnership Indemnified Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductibleor any of their Representatives. (d) Notwithstanding clause The amount that may be recovered hereunder by an Indemnified Party shall be reduced by an amount equal to any insurance recovery actually received by the Indemnified Party (c) above, except to the extent any such insurance proceeds must be repaid by the CONE Indemnitees are entitled Indemnified Party or its Affiliates to indemnification for Damages for claims arising from fraudthe insurer through adjustments to past, present or future insurance premiums or other similar mechanisms payable within the Partnership Parties three (3) year period following the date of the claim giving rise to such increase) and shall be fully liable appropriately adjusted for actual Tax consequences and for the time value of money. Buyer shall have the right to determine in its sole discretion whether to pursue any such Damages without regard to the Deductible insurance or the Cap. Tax recovery. (e) For the avoidance purposes of doubtthis Article IX, the Partnership Parties all representations and warranties in Section 3.15(c) shall be fully liable for Damages pursuant to Section 8.1(b) construed as if the words “materially,” “in all material respects” or Section 8.1(c) without regard to the Deductible or the Capsimilar words were omitted from such representations and warranties.

Limitations on Indemnification. (a) To Notwithstanding the extent indemnification described in Section 7.03, the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering Seller Representatives shall not be liable for those Damages required to indemnify Purchaser Indemnified Parties in respect of any matter referred to in Section 7.03(a)(ii) unless the aggregate amount of Damages all Indemnifiable Losses suffered by Purchaser Indemnified Parties for matters referred to in Section 7.03(a)(ii) exceeds $2,480,000 3,000,000 (the “DeductibleBasket”), and then only to the extent of any in which case such excess; provided, however, that CONE Gathering Seller Representatives shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages such Indemnifiable Losses only for breaches amounts in excess of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excessBasket; provided, however, that the Partnership foregoing Basket limitations contained in this Section 7.04(a) will not apply to claims for indemnification pursuant to Section 7.03(a)(ii) in respect of breaches of, or inaccuracies in, the representations and warranties contained in the Specified Representations (or as such Specified Representations are repeated or confirmed in the certificate delivered at Closing pursuant to Section 6.02(a)) or any representations or warranties related to Taxes or any Indemnifiable Tax Loss. In no event shall Seller Representatives be required to indemnify Purchaser Indemnified Parties in respect of Indemnifiable Losses suffered by Purchaser Indemnified Parties under this Article VII other than from amounts which are part of the Indemnity Escrow Account (the “Indemnity Limit”). (b) Seller Representatives shall not be liable to a Purchaser Indemnified Party hereunder for Damages that exceedany Indemnifiable Losses or claim(s) for (i) punitive damages, (ii) incidental, consequential, or special damages, (iii) exemplary damages, or (iv) similar damages (other than damages of the type described in any of the aggregateforegoing clauses (i) through (iv) which are owed by a Purchaser Indemnified Party pursuant to a Third Party Claim). (c) For purposes of determining the amount of Indemnifiable Losses, such amount shall be reduced by the Cap less amount of all insurance policy proceeds actually received by or paid on behalf of any of the DeductiblePurchaser Indemnified Parties or its Affiliates (net of any increase to such insurance policy premiums as a result thereof). Additionally, there shall be deducted from the amount of the Indemnifiable Loss any indemnification, contribution, or other similar payment actually recovered by any such Purchaser Indemnified Party from any third party. (d) Notwithstanding clause (c) above, Any amount due under this Article VII shall be reduced for any Tax benefits of the Purchaser Indemnified Parties actually realized. Any payment hereunder shall be reduced to reflect any such net Tax benefit only after any such Purchaser Indemnified Party has actually realized such benefit. For purposes of this Agreement a Purchaser Indemnified Party shall be deemed to have “actually realized” a net Tax benefit to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraudthat, and at such time as, the Partnership Parties shall amount of Taxes required to be fully liable paid by the Purchaser Indemnified Party is reduced below the amount of Taxes that it would have been required to pay but for deductibility of such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapIndemnifiable Losses.

Limitations on Indemnification. (a) To Notwithstanding anything to the extent contrary in this Agreement, the Partnership right of Buyer Indemnitees are to indemnification in respect of Losses under Section 8.2 shall be subject to the following limitations: (i) the Buyer Indemnitees will not be entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless until the aggregate amount of Damages all Losses in respect of indemnification under Section 8.2(a) exceeds $2,480,000 220,000 (the “DeductibleDeductible Amount”), and then only in which case Buyer Indemnitees shall have the right to seek indemnification for Losses in excess of, but not including, the extent of any such excessDeductible Amount; provided, however, that CONE Gathering the limitation set forth in this Section 8.6(a)(i) shall not be liable for Damages apply to Losses arising out of or resulting from a breach of the Seller’s Fundamental Representations and Warranties or a Fraud Claim; and (ii) in no event shall Seller’s aggregate liability pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representationsand Section 8.2(j) that exceed, in the aggregate, exceed $37,200,000 1,100,000 (the “Cap”); provided, however, that the limitation set forth in this Section 8.6(a)(ii) less shall not apply to Losses arising out of or resulting from a breach of the DeductibleSeller’s Fundamental Representations and Warranties or a Fraud Claim; and (iii) the Parties acknowledge and agree that no waiver, release, limitation or exclusion of liability in this Agreement or otherwise, including the Cap, survival periods or limitations on types of damages available, does not apply to or limit recovery for any Losses for which there is coverage available under the R&W Insurance Policy, the Tail Policy, the Seller’s XX Xxxxx or any insurance policy maintained by Seller or any of its Affiliates where the Seller, the Company or the Operating Company is a named insured or which otherwise has coverage available for the Seller, Company or the Operating Company, whether directly or indirectly as a result of this Agreement being an “insured contract”. (b) Notwithstanding clause The Parties acknowledge that the R&W Insurance Policy has been issued to Buyer by Ambridge Partners LLC for coverage of Seller’s indemnification obligations hereunder with respect to Section 8.2(a). Prior to the Closing Date, Seller has paid one hundred percent (a100%) aboveof the total premium of the R&W Insurance Policy. Subject to Section 8.6(a)(i), any Losses payable for any Claims for Indemnification under Section 8.2(a) shall be satisfied: (i) first, from the Escrow Amount, but only up to an amount equal to the R&W Insurance Policy Retention Amount less the Deductible Amount; (ii) second, to the extent coverage is available under the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesR&W Insurance Policy, CONE Gathering shall be fully liable for such Damages without regard pursuant to the Deductible or the Cap. For the avoidance of doubtR&W Insurance Policy, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard up to the Deductible or R&W Insurance Policy Coverage Limit; (iii) third, from the Escrow Amount; and (iv) finally, from Seller, subject to the Cap. (c) To Subject to Section 8.6(b) and Section 8.6(f), the extent amount of any and all Losses shall be determined net of (i) any amounts actually recovered by the CONE Buyer Indemnitees or the Seller Indemnitees, as applicable, under insurance policies or from other collateral sources (such as contribution agreements or contractual indemnities of any Person that are entitled contained outside of this Agreement) with respect to such Losses and (ii) any Tax Benefits actually realized by the Buyer Indemnitees or the Seller Indemnitees, as applicable, with respect to such Losses. If an Indemnified Party receives a Tax Benefit or recovers any amount under insurance policies or from other collateral sources after an indemnification for Damages payment is made to him, her, or it pursuant to this Article VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit or recovered amount; provided that in no event shall the amount of such payment to the Indemnifying Party exceed the amount of such indemnification payment. For purposes of determining when an Indemnified Party recognizes a Tax Benefit from the utilization of any tax losses recognized as a result of a Loss, all tax losses shall be deemed to be used on a first-in, first-out basis. The determination of any Losses pursuant to this subsection (c) shall reflect any increase in costs or liabilities associated with any mitigating actions taken under insurance policies. (d) If any Losses result from any matter that resulted in a reduction in the Final Working Capital as determined pursuant to Section 8.1(a2.4, then Buyer Indemnitees’ recovery under Section 8.2 in respect of such Losses shall be reduced by the amount of such reduction in the Final Working Capital. (e) Subject to Section 8.6(b) and Section 8.6(f), the Partnership Escrow Amount held by the Escrow Agent pursuant to the Escrow Agreement shall be the first source for satisfaction of all Claims for Indemnification payable by Seller pursuant to Section 8.2. Notwithstanding the foregoing any release of the Escrow Amount pursuant to the terms of the Escrow Agreement shall not impact Buyer’s right to proceed against Seller directly pursuant to the terms hereof. (f) The Parties acknowledge that the Escrow Amount is being held by the Escrow Agent, in part, as security that Seller will maintain the Seller’s XX Xxxxx pursuant to the terms of Section 6.14 hereof. In the event the Seller’s XX Xxxxx is not maintained in any of the five policy years pursuant to the terms of Section 6.14 hereof, the Parties shall cause the Escrow Agent to release to Buyer the lesser of the actual cost for Buyer to purchase its XX xxxxx for said policy period and the remaining Escrow Amount for said year and any following year. Any Losses payable for any Claims for Indemnification or any other claims under Section 8.2(j) and Section 8.2(a) solely with regard to a breach of Section 5.23 (Warranties; Product and Service Liability) shall be satisfied from any applicable coverage from the Seller’s XX Xxxxx, and only if the Seller’s XX Xxxxx has not be liable for those Damages unless been maintained pursuant to the aggregate amount terms of Damages exceedsSection 6.14 hereof, in then, from any applicable insurance coverage, and, only if such coverage is unavailable, from the aggregateEscrow Amount up to the Cap. (g) Subject to Section 8.8, the DeductibleParties acknowledge that the indemnification obligations of Seller and Buyer set forth in this Article VIII shall apply regardless of the fault or negligence, and then only to the extent including that which is active, passive, sole, joint or concurrent, of any such excessa Buyer Indemnitee or a Seller Indemnitee; provided, however, that the Partnership Parties this Section 8.6(g) shall not be liable for Damages that exceedlimit a claim by Seller or Buyer, in as applicable, against such Buyer Indemnitee or such Seller Indemnitee, as applicable, with respect to such fault or negligence (other than the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible Company or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant Operating Company with respect to Section 8.1(b) such fault or Section 8.1(c) without regard negligence which occurred on or prior to the Deductible or the CapClosing).

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering the P66 Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 3,000,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering the P66 Parties shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 130,500,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, Damages for breach of the US-DOCS\70615498.10 representations or warranties in Section 3.14), the P66 Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering the P66 Parties shall be fully liable for Damages pursuant to Section Sections 8.2(b), 8.2(c) or Section 8.2(c8.2(d) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE P66 Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE P66 Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering P66 Company shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 3.4 million (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering P66 Company shall not be liable for Damages pursuant to Section 8.2(a) -29- (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 34.0 million (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, Damages for breach of the representations or warranties in Section 3.13), P66 Company shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering P66 Company shall be fully liable for Damages pursuant to Section Sections 8.2(b), 8.2(c) or Section 8.2(c8.2(d) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE P66 Company Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE P66 Company Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification There shall be no Liability for Damages pursuant to Section 8.2(aSections 9.1(a)(i) or (iv) unless and until the aggregate amount of all Damages for all claims asserted by the Parent Indemnified Parties thereunder exceeds Eight Hundred Thousand Dollars ($800,000) (but not including Damages for breaches of Fundamental Representationsthe “Threshold Amount”), CONE Gathering shall not be liable for those Damages unless and after the aggregate amount of Damages thereunder exceeds $2,480,000 (the “Deductible”)Threshold Amount, and then only any Damages in excess of such amount shall be recoverable by the Parent Indemnified Parties; provided that the foregoing limitations shall not apply to the extent of any such excess; providedFundamental Representations or claims based on Fraud, howeverwith respect to which, that CONE Gathering in each case, all Damages in connection therewith shall be recoverable from the first dollar and shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, counted in determining whether the aggregate, $37,200,000 (the “Cap”) less the DeductibleThreshold Amount has been exceeded. (b) Notwithstanding clause (a) above, to The indemnification obligations of the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable Non-Dissenting Stockholders for Damages pursuant to Section 8.2(b) or Section 8.2(cSections 9.1(a)(i) and (iv) shall be limited to an amount equal to Twenty Million Dollars ($20,000,000) (the “General Cap”); provided that the foregoing limitation shall not apply to (i) claims based on a breach of any of the Fundamental Representations, which shall be limited to an amount, when combined with the aggregate amount of the indemnification obligations of the Non-Dissenting Stockholders for breaches claims based on all other matters under Sections 9.1(a)(i) and (iv) (other than claims based on a breach of any Government Contracts Representations), equal to Eighty Million Dollars ($80,000,000) in excess of the General Cap, (ii) claims based on a breach of any of the Government Contracts Representations, which shall be limited to an amount, when combined with the aggregate amount of the indemnification obligations of the Non-Dissenting Stockholders for claims based on all other matters under Sections 9.1(a)(i) and (iv) (other than claims based on a breach of any Fundamental Representations without regard Representations), equal to Five Million Dollars ($5,000,000) in excess of the General Cap, or (iii) claims based on Fraud, which shall be limited to the Deductible or aggregate Merger Consideration. With respect to any of the Capitems so excluded from the General Cap pursuant to the preceding sentence, in each case, no Damages incurred in connection with such items shall be counted in determining whether the General Cap in this Section 9.4(b) has been exceeded. (c) To The Parent Indemnified Party shall use commercially reasonable efforts to seek recovery for Damages arising under this Article IX (i) first, against the Indemnity Escrowed Funds, (ii) second, after the amount of Damages distributed to Parent Indemnified Parties in respect of such claims equals an aggregate of $600,000, against the R&W Insurance Policy, to the extent applicable, up to the CONE Indemnitees are entitled R&W Insurance Policy coverage limits, (iii) third, against any remaining Indemnity Escrowed Funds, and (iv) fourth, by pursuing such claim directly against the Non-Dissenting Stockholders. (d) Notwithstanding anything in this Agreement to the contrary, the Non-Dissenting Stockholders’ aggregate indemnification for Damages obligations pursuant to Section 8.1(athis Agreement shall be limited to an amount equal to the aggregate Merger Consideration; provided, that indemnification claims in connection with, resulting from or arising out of, directly or indirectly (whether or not involving a third party claim), the Partnership Parties a materially false representation of a matter of fact made by Jxxx Xxxxx or Pxxxx Xxxxxxx that deceived and was intended to deceive Parent in connection with its decision to enter into this Agreement shall not be liable so limited. (e) For purposes of determining the existence of any inaccuracy in, or breach of, any representation, warranty or covenant and for those Damages unless calculating the aggregate amount of any Damages exceedsarising from any inaccuracy in, or breach of, any representation, warranty or covenant, all representations, warranties and covenants shall be treated as if the words “materially,” “in all material respects,” “Material Adverse Effect” or similar words were omitted from such representations, warranties and covenants. The indemnification obligations of the aggregate, Parties and the Deductible, rights and then only to the extent remedies that may be exercised by an Indemnified Party shall not be limited or otherwise affected by or as a result of any such excessinformation furnished to, or any investigation made by or knowledge of any of the Indemnified Parties or any of their Representatives. (i) The Indemnified Party shall take commercially reasonable steps to mitigate all indemnifiable Damages upon and after becoming aware of any event that could reasonably be expected to give rise to any Damages hereunder; provided, however, that the Partnership Parties exhaustion of all such efforts by the Indemnified Party shall not be liable a precondition to recovery of Damages by such Indemnified Party in accordance with this Article IX; provided, further, that the foregoing covenant shall not be deemed to require the Parent to seek recovery under any insurance policy the premiums of which are paid for Damages that exceed, in by the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible Parent or the Capany of its Subsidiaries. For the avoidance of doubt, the Partnership Parties parties acknowledge and agree that the foregoing requires the Parent to use, and cause the Company and Preferred Systems Solutions, Inc. to use, commercially reasonably efforts to seek recovery from all former owners of any of the Subsidiaries pursuant to the transaction documents entered into in connection with the acquisitions thereof. In the event Parent does not pursue a claim against a former owner of any of the Subsidiaries pursuant to the transaction documents entered into in connection with the acquisitions thereof, then upon the written request of the Stockholders’ Representative, the Parent will assign to the Stockholders’ Representative the Company’s and Preferred Systems Solutions, Inc.’s rights to assert such claim against such former owner of such Subsidiaries pursuant to the transaction documents entered into in connection with the acquisitions thereof. No Indemnified Party shall be fully obligated to commence or threaten to commence a Proceeding pursuant to this Section 9.4(f), unless the Indemnifying Party (i) shall have reasonably requested in writing that the Indemnified Party commence such Proceeding, (ii) acknowledges in writing that it is liable for all costs and expenses of such Proceeding and (iii) pays all such costs and expenses as and when incurred in connection with pursuing such Proceeding; it being acknowledged and agreed that, if the Indemnifying Party fails to pay all such costs and expenses as and when incurred, the Indemnified Party shall not be obligated to continue to pursue such Proceeding. (ii) The amount of Damages with respect to which an Indemnified Party is to be indemnified pursuant to this Agreement shall initially be determined and paid to the Indemnified Party without adjustment for Tax benefit or detriment to the Indemnified Party by reason of the incurrence of the indemnified portion of such Damages and any Tax detriment attributable to receipt of any indemnification payment in respect of such Damages. However, if the Indemnified Party or any of its Affiliates actually receives a Tax benefit by reason of the incurrence of the Damages (either by refund of a Tax overpayment or reduction or credit against Tax otherwise due and payable) or actually incurs a Tax detriment (by an increase in Tax liability over that otherwise required to be paid) attributable to receipt of any indemnification payment, in each case within two (2) years of the date the indemnification claim is made in respect of such Damages or indemnification payment, the Indemnified Party (in the case of a Tax benefit) or the Indemnifying Party (in the case of a Tax detriment) shall promptly pay to the other party the amount of such benefit or detriment upon receipt of such refund or notice of application of such Tax reduction or credit (in the case of a Tax benefit), or on the date that such Tax detriment becomes due and payable. Notwithstanding the foregoing, no payment shall be made to an Indemnified Party pursuant to this Section 9.4(f)(ii) that is or would be reflected in computing a Tax Benefit Payment payable in accordance with the Tax Sharing Provisions. All payments pursuant to this Section 9.4(f)(ii) shall be treated as an adjustment to the initially determined indemnity obligation under this Agreement. To the extent permissible by Law, any indemnification payment by the Seller Parties pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the consideration paid to the Seller Parties pursuant to this Agreement. (iii) The amount of any Damages indemnifiable under this Agreement shall be net of any amounts actually recovered by the Indemnified Party under insurance policies, third party indemnities or other collateral sources with respect to such Damages. In the event any amounts recovered from such sources or otherwise are not received before a claim for indemnification is paid by the Indemnifying Party pursuant to this Agreement, then the amount of such recovery shall be applied first, to reimburse the Indemnified Party for any out-of-pocket expenses (including reasonable attorney’s fees and expenses) expended by them in pursuing such recovery or defending any claims arising therefrom, second, to reimburse the Indemnifying Party for any out-of-pocket expenses (including reasonable attorney’s fees and expenses) expended by them in pursuing such recovery or defending any claims arising therefrom, third, to refund any payments made by the Indemnifying Party which would not have been so paid had such recovery been obtained prior to such payment (taking into account the first sentence of this Section 9.4(f)(iii)) and, fourth, any excess to the Indemnifying Party, to the extent of the amount actually paid by the Indemnifying Party pursuant to this Agreement. (g) Notwithstanding the fact that any Person may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect to any fact, event, condition or circumstance, no Person shall be entitled to recover the amount of any Damages suffered by such Person more than once under this Agreement in respect of such fact, event, condition or circumstance, and an Indemnifying Party shall not be liable for indemnification to the extent that the amount of the Damage incurred is included as a liability on the Closing Balance Sheet and taken into account in the calculation of the Closing Adjustments, or the Indemnified Party has otherwise been fully compensated on a dollar-for-dollar basis for such Damages pursuant to the Closing Adjustments set forth in Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap1.11.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification There shall be no liability for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages representations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Buyer Indemnified Parties exceeds Five Hundred Thousand Dollars ($500,000); provided, however, after such amount of Damages exceeds Five Hundred Thousand Dollars ($2,480,000 (the “Deductible”500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars ($250,000), shall be recoverable by the Buyer Indemnified Parties. There shall be no liability for Damages for breaches of representations and then only warranties unless and until the aggregate amount of all Damages for all claims asserted by the Seller Indemnified Parties exceeds Five Hundred Thousand Dollars ($500,000); provided, however, after such amount of Damages exceeds Five Hundred Thousand Dollars ($500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars ($250,000), shall be recoverable by the Seller Indemnified Parties. The limitations set forth in this Section 9.5(a) shall not apply to (i) the representations and warranties set forth in Section 3.2 (Authority), Section 3.4 (Capitalization), Section 3.8 (Employee Benefit Plans), Section 3.10 (Taxes), the Selected Government Contracts Sections, Section 3.20 (Brokers), Section 4.3 (Company Shares), Section 4.4 (Brokers) and Section 5.7 (Brokers), (ii) claims regarding Buyer’s obligation to pay the Second Per Share Post-Closing Amount or (iii) claims based on criminal matters, fraud or intentional misrepresentation, with respect to which, in each case, all Damages shall be recoverable from the first dollar and shall be counted in determining whether the thresholds in this Section 9.5(a) have been exceeded. (b) The indemnification obligations of the Sellers for breaches of representations and warranties shall be limited to an amount equal to Ten Million Dollars ($10,000,000). The indemnification obligations of the Buyer for breaches of representations and warranties shall be limited to an amount equal to Ten Million Dollars ($10,000,000). The foregoing limitations in this Section 9.5(b) above shall not apply to (i) the representations and warranties set forth in Section 3.2 (Authority), Section 3.4 (Capitalization), Section 3.8 (Employee Benefit Plans), Section 3.10 (Taxes), the Selected Government Contracts Sections, Section 3.20 (Brokers), Section 4.3 (Company Shares), Section 4.4 (Brokers) and Section 5.7 (Brokers), (ii) claims regarding Buyer’s obligation to pay the Second Per Share Post-Closing Amount or (iii) claims based on criminal matters, fraud or intentional misrepresentation, with respect to which, in each case, no Damages shall be counted in determining whether the cap in this Section 9.5(b) has been exceeded. (c) For purposes of determining 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 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. (d) The amount that may be recovered hereunder by an Indemnified Party shall be reduced by an amount equal to any insurance recovery actually received by the Indemnified Party (except to the extent of any repayment or increase in past, present or future insurance premiums or other similar repayment mechanisms payable following the date of the claim giving rise to such excess; providedincrease, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(adetermined on a present value basis) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering and shall be fully liable appropriately adjusted for such Damages without regard to calculations of the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) related Tax consequences and for breaches the time value of Fundamental Representations without regard money. The Buyer shall have the right to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled determine in its sole discretion whether to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of pursue any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductibleinsurance or Tax recovery. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To If the extent Merger is consummated, claims against Xxxxx under Section 9.02(a) or against the Partnership Indemnitees are entitled Effective Time Holders under Section 9.02(b), as the case may be, shall be limited as follows: (i) Recovery from the Escrow Fund shall be the sole and exclusive remedy for the indemnity obligations under Section 9.02(a)(i) or (ii) of this Agreement, except for claims arising out of, resulting from or in connection with any failure of any of the Fundamental Representations to indemnification be true and correct. (ii) With respect to indemnity obligations under Section 9.02(b)(ii) (breaches of covenants): (A) The Effective Time Holders shall have liability for such breaches; provided however, the Effective Time Holders shall have no liability for such breaches of covenants if Parent had actual knowledge of the covenant breach (or became aware of facts that, after reasonable inquiry, Parent should have had actual knowledge of the covenant breach) and did not provide written notice to the Holders’ Agent of such covenant breach, with reasonable detail, within five (5) Business Days after the date on which Parent obtained such actual knowledge or should have obtained such knowledge, as the case may be. If such written notice is timely provided to the Holders’ Agent, the Effective Time Holders shall have a reasonable opportunity to cure such breach (if susceptible to cure) which shall not exceed thirty (30) Business Days, and if the Effective Time Holders fail to cure such breach, the Effective Time Holders shall remain liable for such breach. Notwithstanding anything herein to the contrary and except as set forth below in Section 9.03(a)(ii)(B), in no event shall the Effective Time Holders be liable for Indemnifiable Damages pursuant resulting from Section 9.02(b)(ii) (breaches of covenants) in an amount greater than thirty-five percent (35%) of the Aggregate Merger Consideration received by all Effective Time Holders, subject to Section 8.2(a9.03(b) below; (B) The limitation in Section 9.03(a)(ii)(A) above shall not apply with respect to breaches of Section 7.05 (exclusivity; solicitation), and accordingly, after Indemnified Persons have exhausted or made claims against the Effective Time Holders upon all shares of Parent Series B Preferred Stock held in the Escrow Fund (after taking into account all other claims for indemnification from the Escrow Fund made by Indemnified Persons), the Effective Time Holders shall be liable for the amount of any Indemnifiable Damages resulting therefrom not to exceed one-hundred percent (100%) of the amount of the Aggregate Merger Consideration actually received by the Effective Time Holders, subject to the terms of Section 9.03(b). (iii) Xxxxx shall be liable for the amount of any Indemnifiable Damages with respect to claims arising out of, resulting from or in connection with any Fundamental Representations or a claim under Section 9.02(a)(vi) (but not including Damages for breaches of taxes) (collectively, “Fundamental RepresentationsClaims”), CONE Gathering or under Section 9.02(b)(i) (good title), after Indemnified Persons have exhausted or made claims against Xxxxx upon all shares of Parent Series B Preferred Stock held in the Escrow Fund (after taking into account all other claims for indemnification from the Escrow Fund made by Indemnified Persons). The Effective Time Holders other than Xxxxx shall be liable for claims under Section 9.02(b)(i) (good title) for the amount of any Indemnifiable Damages resulting therefrom up to the amount of the Aggregate Merger Consideration actually received by such Effective Time Holders. Notwithstanding anything to the contrary herein, the liability of an Effective Time Holder shall not be liable for those Damages unless limited in connection with any claims arising out of, resulting from or in connection with any fraud or intentional misrepresentation in connection with the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any Transactions by such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the DeductibleEffective Time Holder. (b) Notwithstanding clause (a) aboveIf the Merger is consummated, and subject to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxeslimitations set forth in this Article 9, CONE Gathering each Effective Time Holder shall be fully liable for such holder’s Pro Rata Share of the amount of any Indemnifiable Damages without regard resulting therefrom; provided that such liability shall be limited to such holder’s Pro Rata Share of the Aggregate Merger Consideration; and provided, further, that any claims with respect to any failure of an Effective Time Holder to have good and valid title to the Deductible or the Cap. For the avoidance shares of doubtCompany Common Stock (including, CONE Gathering but not limited to, under Section 4.03(a)) held by such Effective Time Holder shall be fully made directly against such Effective Time Holder, and such Effective Time Holder shall be liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard any such claim only up to the Deductible amount of the Aggregate Merger Consideration actually received by such Effective Time Holder. Notwithstanding anything to the contrary herein, the liability of an Effective Time Holder shall not be limited in connection with any claims arising out of, resulting from or in connection with any fraud or intentional misrepresentation in connection with the CapTransactions by such Effective Time Holder. (c) To Notwithstanding anything to the extent contrary herein, no Indemnified Person may make a claim for indemnification that is made pursuant to Sections 9.02(a)(i) or (ii) (and that does not involve fraud or intentional misrepresentation by or on behalf of the CONE Indemnitees are entitled to Company or any inaccuracy or breach of any of the Fundamental Representations), unless and until an Officer’s Certificate describing Indemnifiable Damages in an aggregate amount greater than one hundred thousand dollars ($100,000.00) (the “Basket”) has been delivered, in which case the Indemnified Person may only make claims for indemnification for Indemnifiable Damages pursuant to Section 8.1(a), in excess of the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the DeductibleBasket. (d) Notwithstanding clause (c) aboveThe Effective Time Holders shall not make any claim for contribution from the Company or any of its officers, directors, managers or employees with respect to any indemnity claims arising under or in connection with this Agreement, any Transaction Documents or the Transactions to the extent the CONE Indemnitees are that any Indemnified Person is entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable hereunder for such Damages without regard to claim, and the Deductible Effective Time Holders hereby waive any such right of contribution from the Company and any its officers, directors, or employees it has or may have in the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capfuture.

Limitations on Indemnification. (a) To Except with respect to the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to provided under Section 8.2(a11.1(d) (but not including Damages for breaches of Fundamental Representationsand as provided in Section 11.3(c), CONE Gathering no Claim for indemnification under Section 11.1(a) or 11.1(b) shall not be liable for those Damages made against the Seller unless (i) the aggregate amount of Purchaser Damages per individual Claim exceeds $25,000 (the “Claim Threshold”) and any such individual Claims for amounts less than the Claim Threshold shall be ignored in determining whether the Deductible has been exceeded and thereafter (except for a series of Claims related to the same facts and circumstances, in which case the amount of each individual Claim in the series may be aggregated for purposes of determining whether the Claim Threshold has been satisfied) and (ii) the aggregate amount of Purchaser Damages exceeds $2,480,000 250,000 (the “Deductible”), and then only to in which event the extent Purchaser may claim indemnification for the amount of any such excessPurchaser Damages in excess of the Deductible; provided, however, that CONE Gathering except with respect to the indemnification provided in Section 11.1(d) and subject to Section 11.3(c), the Seller’s aggregate obligation to indemnify the Purchaser Indemnified Parties under Section 11.1(a) and 11.1(b) of this Agreement shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, exceed $37,200,000 20,000,000 (the “Cap”). Notwithstanding any provision to the contrary set forth herein, for purposes of the Seller’s indemnification obligations under Section 11.1(a) less and 11.1(b), any of the DeductibleSeller’s representations and warranties set forth in this Agreement, any Transaction Document or any certificate or disclosure letter that are expressly qualified as to “material”, “material respects”, “materiality”, “Material Adverse Effect” or words of similar import or effect shall be determined with regard to such materiality qualifiers contained in the terms of such representation and warranty but if such representation or warranty is breached (after taking into consideration such materiality qualifiers) then the amount of Purchaser Damages related to such breach shall be determined without regard to such materiality qualifiers. (b) Notwithstanding clause Except as provided in Section 11.3(c), no Claim for indemnification under Section 11.2(a) or 11.2(b) shall be made against the Purchaser unless (ai) above, the aggregate amount of Seller Damages per individual Claim exceeds the Claim Threshold and any such individual Claims for amounts less than the Claim Threshold shall be ignored in determining whether the Deductible has been exceeded and thereafter (except for a series of Claims related to the extent same facts and circumstances, in which case the Partnership Indemnitees are entitled to amount of each individual Claim in the series may be aggregated for purposes of determining whether the Claim Threshold has been satisfied) and (ii) the aggregate amount of Seller Damages exceeds the Deductible, in which event a Seller Indemnified Party may claim indemnification for the amount of Seller Damages in excess of the Deductible; provided, however, subject to Section 11.3(c), the Purchaser’s aggregate obligation to indemnify the Seller Indemnified Parties under Section 11.2(a) or 11.2(b) of this Agreement shall not exceed the Cap. Notwithstanding any provision to the contrary set forth herein, for claims arising from fraud purposes of the Purchaser’s and Just Energy’s respective indemnification obligations under Section 11.2(a) and 11.2(b), any of the Purchaser’s and Just Energy’s representations and warranties set forth in this Agreement, any Transaction Document or any certificate or disclosure letter that are expressly qualified as to “material”, “material respects”, “materiality”, “material adverse effect” or words of similar import or effect shall be determined with regard to such materiality qualifiers contained in the terms of such representation and warranty but if such representation or warranty is breached (after taking into consideration such materiality qualifiers) then the amount of Seller Damages related to or arising from Taxes, CONE Gathering such breach shall be fully liable for such Damages determined without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Capsuch materiality qualifiers. (c) To Notwithstanding any provision to the extent contrary set forth herein, the CONE Indemnitees are entitled Claim Threshold, the Deductible and the Cap shall not apply with respect to (i) Damages suffered or incurred by the Purchaser as a result of a breach of the representations and warranties contained in Sections 4.1, 4.2, 4.3, 5.1(a), 5.1(e), 5.2, 5.10(b), 5.26 or 5.27 (collectively, the “Seller Fundamental Representations”), a breach of any representation or warranty contained in this Agreement arising out of fraud on the part of the Seller (or FRH prior to the Closing) or any indemnification for Damages obligation of the Seller pursuant to Section 8.1(a11.1(c), Section 11.1(d) or Section 11.1(e), provided, however, the Partnership aggregate obligation of the Seller to indemnify the Purchaser Indemnified Parties with respect to such matters shall not be liable for those Damages unless exceed an amount equal to the aggregate Purchase Price, plus the amount of the Earnout Proceeds and the value of the Earnout Shares actually received by the Seller pursuant to Section 3.5; and (ii) Damages exceedssuffered or incurred by the Seller as a result of a breach of the representations and warranties contained in Sections 6.1, in the aggregate6.2, 6.3, 6.4, 6.5, 6.6, 6.10 or 6.13 (collectively, the Deductible“Purchaser Fundamental Representations”), and then only a breach of any representation or warranty contained in this Agreement arising out of fraud on the part of the Purchaser or Just Energy or any indemnification obligation of the Purchaser pursuant to Section 11.2(c); provided, however, the Purchaser’s aggregate obligation to indemnify the Seller Indemnified Parties with respect to such matters shall not exceed an amount equal to the extent Purchase Price, plus the amount of the Earnout Proceeds and the value of the Earnout Shares actually received by the Seller pursuant to Section 3.5. (d) IN NO EVENT SHALL ANY INDEMNIFYING PARTY BE LIABLE TO ANY INDEMNIFIED PARTY WITH RESPECT TO ANY DAMAGES ARISING UNDER OR IN RELATION TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY LOST PROFITS OR DIMINUTION IN VALUE, EXCEPT TO THE EXTENT SUCH DAMAGES ARE INCLUDED WITHIN A CLAIM AGAINST AN INDEMNIFIED PARTY WITH RESPECT TO A THIRD PARTY CLAIM FOR WHICH INDEMNIFICATION IS AVAILABLE UNDER THE TERMS OF THIS AGREEMENT. THE INDEMNIFYING PARTY SHALL ONLY BE LIABLE TO THE INDEMNIFIED PARTY FOR ACTUAL AND DIRECT DAMAGES, IT BEING UNDERSTOOD BY THE PARTIES THAT ANY DAMAGES PAID TO A THIRD PARTY BY AN INDEMNIFIED PARTY WITH RESPECT TO A THIRD PARTY CLAIM INDEMNIFIABLE HEREUNDER SHALL BE CONSIDERED ACTUAL DAMAGES OF SUCH INDEMNIFIED PARTY. (e) The Damages giving rise to any indemnification obligation shall be calculated net of the amount of any insurance proceeds or other such excessfunds actually received by the Indemnified Party, net of any applicable deductible or self-insurance retention and all direct collection expenses and reasonable out-of-pocket fees, costs and expenses incurred by such Indemnified Party in obtaining such recovery; provided, however, that in no event shall it be a prerequisite for such Indemnified Party to make any claim for indemnification pursuant to this Article XI or a condition to the Partnership Parties indemnification obligations of the Indemnifying Party in respect of any such claim that the Indemnified Party seek or successfully enforce any right of recovery against a third party. The Indemnified Party shall not be liable for notify the Indemnifying Party promptly of any such proceeds or payment actually received by the Indemnified Party with respect to any Damages that exceedunder this Article XI, in and if the aggregateIndemnifying Party has previously made any payment to the Indemnified Party with respect to such Damages under this Article XI, the Cap less Indemnified Party shall promptly pay any amount obtained thereby to the Deductible. (d) Notwithstanding clause (c) above, Indemnifying Party to the extent of such amount being previously paid by the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard Indemnifying Party to the Deductible Indemnified Party. An Indemnified Party shall take all reasonable steps to mitigate damages in respect of any Claim for which it is seeking indemnification and shall use Commercially Reasonable Efforts to minimize any costs or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capexpenses associated with such Claim.

Limitations on Indemnification. (a) To the extent the Partnership Buyer Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a7.2(a) (but not including Damages for breaches of Fundamental Representations, representations or warranties in Section 3.11, or Damages based on fraud), CONE Gathering the Seller shall not be liable for those such Damages unless the aggregate amount of Damages exceeds $2,480,000 1.0% of the unadjusted Purchase Price (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering no Buyer Indemnitee shall submit a Claim for indemnification to Seller unless the Damages in respect of such Claim (or series of related Claims) exceeds $35,000 (each such Claim (or series of related Claims) with Damages that does not exceed $35,000, a “De Minimis Claim”); provided, further, that Seller shall not be liable for Damages pursuant to Section 8.2(a7.2(a) (but not including Damages for breaches of Fundamental Representations, representations or warranties in Section 3.11 or Damages based on fraud) that exceed, in the aggregate, $37,200,000 12.5% percent of the Purchase Price (the “Cap”) less ). For the Deductiblepurposes of determining the amount of Damages with respect to any inaccuracy in or breach of any representation or warranty, all references to “material”, “Material Adverse Effect” or other similar qualification contained in or otherwise applicable to such representation or warranty shall be disregarded. (b) Notwithstanding clause (a) above, to the extent the Partnership Buyer Indemnitees or the Seller Indemnitees are entitled to indemnification for Damages for claims Claims arising from fraud fraud, Section 7.2(b), Section 7.2(c), breaches of the Fundamental Representations or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, in the case of the Buyer Indemnitees, Damages for Seller Taxes or breaches of the representations or warranties in Section 3.11), the Seller or the Buyers, as the case may be, shall be fully liable for such Damages without regard to the Deductible Deductible, the Cap or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant limitations in clause (a) above with respect to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the CapDe Minimis Claims. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties The Indemnifying Party shall not be liable under Article VII or otherwise under this Agreement for those Damages unless (i) any speculative, punitive, indirect, special, or exemplary damages (including opportunity costs or damages based upon a multiple of earnings), (ii) any loss of profits arising out of or resulting from an anticipated, expected, projected, or actual increase in profits after the aggregate amount Closing as compared to the historical profits of Damages exceedsVEX or of the Business, in and (iii) losses that are not, as of the aggregatedate of this Agreement, the Deductible, and then only to the extent reasonably foreseeable result of (A) an inaccuracy or breach by a Party of any such excess; providedof its representations or warranties under this Agreement or in any Transaction Document or (B) the other matters giving rise to a claim for indemnification under this Agreement, howeverexcept in each case of clauses (i), that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (dii) Notwithstanding clause and (ciii) above, to the extent the CONE Indemnitees such losses or damages are entitled required to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard paid to a third party pursuant to a Third-Party Claim. Notwithstanding anything to the Deductible contrary in this Section 7.5(c), in no circumstance shall direct damages or damages that are reasonably foreseeable as of the Cap. For the avoidance date of doubt, the Partnership Parties shall this Agreement be fully liable for Damages pursuant to prohibited by or excluded under this Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap7.5.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Sponsor Fundamental Representations), CONE Gathering NBL Midstream shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 2,700,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering NBL Midstream shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Sponsor Fundamental Representations) that exceed, in the aggregate, $37,200,000 40,500,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering NBL Midstream shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering NBL Midstream shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Sponsor Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE NBL Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE NBL Indemnitees are entitled to indemnification for Damages for claims arising from fraudfraud or relating to arising from Taxes, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) and for breaches of Partnership Fundamental Representations without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent that the Partnership Indemnitees Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.2(a9.1(i) (but not including Damages for breaches of Fundamental Representationsand Section 9.1(ii), CONE Gathering the Contributing Parties shall not be liable only for those Damages unless that in the aggregate amount are in excess of Damages exceeds $2,480,000 1.0% of the Consideration (the “DeductibleDeductible Amount”), and then only to the extent of any such excess; provided, however, that CONE Gathering . In no event shall not be liable for Damages pursuant the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 8.2(a9.1(i) (but not including Damages for breaches exceed 15% of Fundamental Representations) that exceed, in the aggregate, $37,200,000 Consideration (the “CapCeiling Amount”). Notwithstanding the foregoing, (i) less the DeductibleDeductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.1, Section 3.2, Section 3.4, Section 3.14, and Section 3.16 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4 and Section 3.16 provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.16 shall not exceed the amount of the Consideration. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.1(a9.2(i), the Partnership Parties shall not be liable only for those Damages unless the aggregate amount of Damages exceedswhich exceed, in the aggregate, the DeductibleDeductible Amount, and then only to the extent of any such excess; provided, however, that . In no event shall the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not be liable for Damages that exceedapply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the aggregateCeiling Amount shall not apply to inaccuracies, the Cap less the Deductible. (d) Notwithstanding clause (c) aboveviolations or breaches of representations and warranties contained in Section 4.2, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraudSection 4.3 and Section 4.4 provided, the Partnership Parties Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall be fully liable for such Damages without regard to not exceed the Deductible or amount of the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapConsideration.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to Parent will have no liability for any claim for indemnification for Damages pursuant to Section 8.2(a10.2(a) (but not including i) in respect of any individual item, or group of related items, where the amount of Damages for breaches of Fundamental Representations), CONE Gathering relating thereto is less than $50,000 in the aggregate (the “De Minimis”) (provided that Parent shall not be liable for those Damages all claims of $50,000 or greater from the first Dollar of damages incurred (subject to the Basket Amount)) and (ii) unless and until the aggregate amount of Damages for which it would be responsible for claims hereunder exceeds an amount equal to $2,480,000 7,000,000 (the “DeductibleBasket Amount”), and then only in which case Parent will, subject to the other limitations hereunder, be liable for all Damages from the first Dollar of Damages incurred. Notwithstanding the foregoing, the limitations set forth in this Section 10.5(a) will not apply to any claim for indemnification in respect of a breach or inaccuracy of the Seller Fundamental Representations. (b) The maximum aggregate amount of indemnifiable Damages payable by Parent in respect of claims pursuant to Section 10.2(a) (other than in respect of a breach or inaccuracy of the Seller Fundamental Representations) or Section 10.3(a) (any such claim described in the foregoing, a “General Claim”) will not exceed the Escrow Amount. (c) Subject to the requirements of Section 10.6(b) (to the extent applicable), no party hereto will be obligated to indemnify any other Person with respect to any Damages to the extent the amount of such Damages was included in the calculation of the adjustments reflected in the Final Purchase Price pursuant to Section 2.4 (to the extent so included). (d) The Parties agree and acknowledge that, for any amounts finally determined to be payable by Parent in respect of General Claims, such amounts will be paid solely from funds then available in the Escrow Account and Parent will not be obligated to pay any such excessamounts remaining unpaid after the funds in the Escrow Account have been exhausted; provided, however, that CONE Gathering shall that, if funds remaining in the Escrow Account are not be liable sufficient to pay any General Claim as a result of funds having been released previously for Damages claims pursuant to Section 8.2(a) 10.2 or Section 10.3 (but not including Damages for breaches of Fundamental Representations) that exceedin each case, other than General Claims), then Parent will be obligated to pay in the aggregatefull any such deficiency, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, up to the extent amount of funds from the Partnership Indemnitees are entitled Escrow Account that were released to indemnification for Damages for a Purchaser Indemnitee in respect of claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) 10.2 or Section 8.2(c) 10.3 (in each case, other than General Claims). The Parties agree and acknowledge that, for breaches any amounts finally determined to be payable by Parent in respect of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages claims pursuant to Section 8.1(a10.2 or Section 10.3 (in each case, other than General Claims), the Partnership Parties shall not in each case, such amounts will be liable for those Damages unless the aggregate amount of Damages exceeds, paid first from funds then available in the aggregate, the Deductible, and then Escrow Account only to the extent of Purchaser elects, by written notice to Parent, to have such amounts paid from the Escrow Account and Parent will be obligated to pay any such excess; provided, however, that amounts not paid from the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the DeductibleEscrow Account. (de) Notwithstanding clause (c) aboveanything to the contrary in this Agreement, in no event will the Indemnifying Party have any liability to any Purchaser Indemnitee for any exemplary or punitive damages, except to the extent the CONE Indemnitees are entitled payable to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capa third party in connection with a Third Party Claim.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification The Sellers shall have no liability for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages representations and warranties unless and until the aggregate amount of all Damages for all claims for breaches of representations and warranties asserted by the Indemnified Parties exceeds Two Hundred Fifty Thousand Dollars ($2,480,000 (250,000) and the “Deductible”), and then Sellers shall only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceedDamages, in the aggregate, $37,200,000 in excess thereof. The limitations set forth in this Section 9.5 shall not apply to (i) the “Cap”representations and warranties set forth in Sections 3.4 (Capitalization), 3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.15 (Government Contracts); 3.21 (Brokers), 4.4 (Company Shares), and 4.5 (Brokers), or (ii) less claims based on fraud or intentional misrepresentation, with respect to which, in each case, all Damages shall be recoverable from the Deductiblefirst dollar and shall be counted in determining whether the thresholds in this Section 9.5(a) have been exceeded. (b) Notwithstanding clause (a) above, to The indemnification obligations of the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and Sellers for breaches of Fundamental Representations without regard representations and warranties shall be limited to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the an aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only equal to the extent of any such excessFifteen Million Dollars ($15,000,000); provided, however, that the Partnership Parties indemnification obligations of the Sellers for breaches of the representations and warranties set forth in Section 3.15 (Government Contracts) shall be limited to an aggregate amount equal to the Purchase Price. The limitations set forth in this Section 9.5(b) shall not apply to (i) the representations and warranties set forth in Sections 3.4 (Capitalization), 3.10 (Taxes), 3.21 (Brokers), 4.4 (Company Shares), and 4.5 (Brokers), or (ii) claims based on fraud or intentional misrepresentation, with respect to which, in each case, no Damages shall be counted in determining whether the limitation in this Section 9.5(b) has been exceeded. (c) For purposes of determining any breach of any representation or warranty for purposes of indemnification under this Article IX, any qualification or limitation of a representation or warranty by reference to materiality of matters stated therein or as to matters having or not having a “Material Adverse Effect,” or to the knowledge of or words of similar effect, shall be disregarded. The indemnification obligations of the Sellers and the rights and remedies that may be exercised by an Indemnified Party shall not be liable for Damages that exceedlimited or otherwise affected by or as a result of any information furnished to, in or any investigation made by or knowledge of any of the aggregate, the Cap less the DeductibleIndemnified Parties. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To Notwithstanding Section 8.2 and subject to the extent the Partnership Indemnitees are entitled following paragraph of this Section 8.4(a), Sellers shall have no obligation to indemnification indemnify Buyer’s Indemnified Persons for Damages pursuant to Section 8.2(a8.2(a)(i) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages or Section 8.2(b)(i) unless and until such time as the aggregate total amount of all Damages pursuant to Section 8.2(a)(i) and Section 8.2(b)(i) by Buyer’s Indemnified Persons exceeds $2,480,000 500,000 (the “Deductible”)) in the aggregate, and then only for the amount by which such Damages exceed the Deductible up to an amount equal to 5% of the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 Purchase Price (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties Deductible shall not apply to Damages arising from or related to any Breach by Sellers of any representation or warranty under Sections 4.2 (authority), 4.3 (title to shares), 4.7 (brokers) or Section 5.17 (tax matters). After the aggregate of the amount of Damages exceeds the Deductible, the Buyer’s Indemnified Persons shall be liable entitled to seek indemnification for claims of Damages only when the Damages arising from an individual claim or group of related claims based on a single set or common nucleus of operative facts exceed $15,000. Claims for Damages that exceed, in pursuant to Section 8.2(c) will not be subject to the aggregate, the Cap less limitation on indemnification specified as the Deductible, will be subject to the limitation on indemnification specified as the Cap, and will not be subject to the final sentence of the preceding paragraph. (b) For purposes of determining the amount of any Damages under Sections 8.2 and 8.3, such amount shall exclude any and all consequential, lost profits or revenues, cost of capital, loss of business reputation or opportunity, or special and punitive damages except to the extent that any such consequential, lost profits or revenues, cost of capital, loss of business reputation or opportunity, or special and punitive damages are the result of a final, non-appealable judgment rendered by a court of competent jurisdiction in a Proceeding resulting from a Third Party Claim. (c) For purposes of determining the amount of any Damages under Sections 8.2 and 8.3, such amount shall be reduced by (i) any amount received by an indemnitee with respect thereto under any insurance coverage or from any other Person alleged to be responsible therefor, and (ii) any net Tax benefit realizable by an indemnitee arising from the payment or accrual of any indemnified amount. (d) Notwithstanding clause (c) above, The parties agree to treat any indemnification payments made pursuant to this Article 8 as adjustments to the extent Purchase Price for income Tax purposes (which treatment Buyer and Seller acknowledge is consistent with current Tax provisions of applicable Laws) unless they are required to treat such payments otherwise as a result of a change in the CONE Indemnitees are entitled Tax provisions of applicable Laws or interpretation thereof in a court case or binding regulation. (e) Notwithstanding anything herein to the contrary, neither the Buyer nor any of the Buyer’s Indemnified Persons will have any right to claims for indemnification for of Damages related to matters as to which the Buyer or its Representatives had actual knowledge at or prior to the Closing. (f) Notwithstanding anything in this Agreement to the contrary, no Seller’s aggregate liability for claims arising from fraud, for indemnification of Damages shall exceed that portion of the Partnership Parties shall be fully liable for Purchase Price actually received by such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapSeller.

Limitations on Indemnification. (a) To the extent that the Partnership Indemnitees Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.2(a9.1(i) (but not including Damages for breaches of Fundamental Representationsand Section 9.1(ii), CONE Gathering the Contributing Parties shall not be liable only for those Damages unless that in the aggregate amount are in excess of Damages exceeds $2,480,000 1.0% of the Consideration (the “DeductibleDeductible Amount”), and then only to the extent of any such excess; provided, however, that CONE Gathering . In no event shall not be liable for Damages pursuant the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 8.2(a9.1(i) (but not including Damages for breaches exceed 15% of Fundamental Representations) that exceed, in the aggregate, $37,200,000 Consideration (the “CapCeiling Amount”). Notwithstanding the foregoing, (i) less the DeductibleDeductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.1, Section 3.2, Section 3.4, Section 3.14 and Section 3.16 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4, and Section 3.16 provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.16 shall not exceed the amount of the Consideration. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.1(a9.2(i), the Partnership Parties shall not be liable only for those Damages unless the aggregate amount of Damages exceedswhich exceed, in the aggregate, the DeductibleDeductible Amount, and then only to the extent of any such excess; . In no event shall the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, however, that the Partnership Parties Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Consideration. (c) Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, on the other hand, will be liable as an indemnitor under this Agreement for Damages that exceedany consequential, in incidental, special, indirect or exemplary damages suffered or incurred by the aggregate, the Cap less the Deductibleindemnified party or parties. (d) Notwithstanding clause The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (c) above, to the extent the CONE Indemnitees are entitled relating to indemnification for an inaccuracy, violation or breach of a representation or warranty in Section 3.1(b)-(c), Section 3.4(b) (as applicable), or Sections 3.5 through 3.15, or Sections 3.18 through 3.20) relating to Damages for claims arising from fraud, suffered or incurred by the Partnership Parties Indemnified Parties, attributable to any SNG Entity, Xxxx Express Entity or SLNG or their assets, businesses or operations shall be fully limited to a proportionate share of the total (100%) Damages attributable to any such inaccuracy, violation or breach, which proportionate share shall be equal to 15%, 49% and 49%, respectively. The Parties agree that El Paso is solely liable with respect to any indemnification or payment obligation pursuant to this Article 9 relating to Damages suffered or incurred by the Partnership Indemnified Parties associated with any of the SNG Entities’ assets, businesses or operations. The Parties agree that the Contributing Parties are jointly and severally liable for such any indemnification or payment obligation pursuant to this Article 9 of the Contributing Parties relating to any remaining Damages without regard to the Deductible suffered or the Cap. For the avoidance of doubt, incurred by the Partnership Indemnified Parties shall be fully liable for Damages pursuant that are not directly attributable to Section 8.1(b) any SNG Entity or Section 8.1(c) without regard to the Deductible their respective assets, businesses or the Capoperations.

Limitations on Indemnification. (a) To Notwithstanding anything herein to the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations)contrary, CONE Gathering Seller shall not be liable have any obligation to indemnify for those Damages Liabilities under Section 10.1(a) unless the aggregate amount of Damages Liabilities for which Seller would be obligated to indemnify, satisfy, pay or perform exceeds: (i) with respect to any individual claim or series of related claims, an amount greater than $50,000 (a “Qualifying Claim”); and (ii) the aggregate dollar amount of all Liabilities for Qualifying Claims exceeds $2,480,000 2,500,000 (the “Indemnity Deductible”), in which case Seller shall only be liable for and then only required to pay Liabilities for Qualifying Claims in excess of the extent of any such excess; provided, however, Indemnity Deductible (and Liabilities for claims that CONE Gathering are not Qualifying Claims shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages counted against the Indemnity Deductible); provided that Seller’s liability for breaches of its Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the DeductibleRepresentations and Specified Representations shall not be limited by this Section 10.3(a). (b) Notwithstanding clause (a) above, anything in this Agreement to the extent contrary, the Partnership Indemnitees are entitled maximum liability of Seller to indemnification for Damages for claims the Buyer Indemnified Parties under (i) Section 10.1(a) (other than Fundamental Representations and the Specified Representations, which shall not be limited by this Section 10.3(b)(i)), shall not exceed $25,000,000 in the aggregate (provided, that Liabilities arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to a breach of the Deductible or representation and warranties set forth in Section 4.16 and under the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages indemnity pursuant to Section 8.2(b10.1(d) or shall count against and apply toward the foregoing cap); and (ii) Section 8.2(c10.1(a) and for breaches of Fundamental Representations without regard to Section 10.1(b), in the Deductible or aggregate, shall not exceed the CapPurchase Price. (c) To the extent the CONE Indemnitees are Each Indemnified Party shall take, and cause its Affiliates to take, commercially reasonable efforts to mitigate any Liability for which it is entitled to seek indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductiblehereunder. (d) Indemnification pursuant to Section 10.1 or Section 10.2 shall apply excess of: (i) Insurance Proceeds actually received by the Indemnitee in respect of any such claim during the three years following the date on which the relevant Liability occurs, less any related costs and expenses of pursuing any related insurance claims (it being agreed that the Indemnitee shall use good faith efforts to recover any Insurance Proceeds in connection with making a claim under this Article X), and to the extent that the Indemnifying Party advances amounts to the Indemnitee under Section 10.1 or Section 10.2 that the Indemnitee later recovers in Insurance Proceeds, the Indemnitee shall reimburse the Indemnifying Party for such reduction in Liabilities (less the costs and expenses of pursuing such Insurance Proceeds) for which the Indemnitee was indemnified before the realization of reduction of such Liabilities; (ii) calculated net of any net Tax Benefit realized by the Indemnitee in the taxable period during which such Liability is incurred and taking into account any Tax detriment of such Indemnitee (including, without limitation, the reduction of Tax basis). For this purpose, a tax benefit (“Tax Benefit”) shall be deemed to be realized with respect to a taxable period if, and solely to the extent that, the Indemnitee’s cumulative liability for Taxes for such taxable period, calculated by excluding any Tax items attributable to the Liability, exceeds the Indemnitee’s actual cumulative liability for Taxes for such taxable period, calculated by taking into account any Tax items attributable to the Liability (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable period); and (iii) amounts actually recovered by an Indemnitee pursuant to any indemnification by, or indemnification agreement with, any Person other than the Indemnifying Party. (e) Notwithstanding clause anything to the contrary contained in this Agreement, the Buyer Indemnified Parties and the Seller Indemnified Parties shall be entitled to indemnification, payment and reimbursement in respect of any breach of or inaccuracy in any representation or warranty of the Seller (cin the case of the Buyer Indemnified Parties) or the Buyer (in the case of the Seller Indemnified Parties) notwithstanding that such Buyer Indemnified Party or Seller Indemnified Party, as the case may be, had knowledge of such breach of or inaccuracy in such representation or warranty on or prior to the Closing Date or any investigation made by such Buyer Indemnified Party or Seller Indemnified Party, as the case may be, prior to the Closing Date. (f) Solely for purposes of Section 10.1(a), any breach of, or Liability resulting from any breach of, any representation or warranty of Seller hereunder shall be determined, in each case, without regard to any materiality qualifier (including Material Adverse Effect) in such representation or warranty. (g) Subject to the Qualifying Claim and Indemnity Deductible set forth in Section 10.3(a) above, Seller’s obligation to the extent the CONE Indemnitees are entitled provide indemnification (i) with respect to indemnification for Damages for claims Liability arising from frauda breach of the representation and warranties set forth in Section 4.16 above shall not exceed $10,000,000 in the aggregate, and (ii) with respect to Liabilities asserted by the Partnership Buyer Indemnified Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b10.1(d) or Section 8.1(c) without regard above shall be limited to 50% of the Deductible or the Capsubject Liabilities, up to a maximum cost to Seller of $5,000,000.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a8.2 (a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering P66 Company shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 7.0 million (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering P66 Company shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 70.0 million (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, Damages for breach of the representations or warranties in Section 3.14), P66 Company shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering P66 Company shall be fully liable for Damages pursuant to Section Sections 8.2(b), 8.2(c) or Section 8.2(c8.2(d) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE P66 Company Indemnitees are entitled to indemnification for Damages pursuant to to Section 8.1(a8.1 (a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE P66 Company Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not that SHLX Indemnified Parties would otherwise be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties SPLC and SOPUS, jointly and severally, shall not be liable only if (i) the Damages with respect to any individual claim exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Claim Amount”) and (ii) the Damages for those Damages unless all claims that exceed the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($1,000,000) (the Cap less “Deductible Amount”), and then SPLC and SOPUS, jointly and severally, shall be liable only for Damages to the Deductibleextent of any excess over the Deductible Amount. In no event shall SPLC’s and SOPUS’s aggregate liability to SHLX Indemnified Parties under Section 8.1 exceed Thirty-Five Million Dollars ($35,000,000) (the “Ceiling Amount”). Notwithstanding the foregoing, (i) SPLC’s and SOPUS’s aggregate liability to SHLX Indemnified Parties under Section 8.1 for breaches or inaccuracies of representations and warranties contained in Section 3.20 (Management Projections and Budget) shall not be subject to the Ceiling Amount but shall not exceed One Hundred Seventy Five Million Dollars ($175,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Subject Interests), Section 3.9 (Taxes), Section 3.17 (Brokerage Arrangements) and Section 3.18 (Books and Records), provided, that SPLC’s and SOPUS’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections described in clauses (i) and (ii) and for breaches of covenants, shall not exceed the Consideration. (db) Notwithstanding clause For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any qualifier as to “material,” “materiality” or SPLC Material Adverse Effect expressly contained in Article III (except in the case of the term “Material Contract”); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred. (c) aboveAdditionally, neither SPLC nor SOPUS, on the one hand, nor SHLX and Operating, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages resulting pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capthird party indemnity claims.

Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement: (a) To the extent the Partnership Indemnitees are entitled No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any Damages for which indemnification for Damages pursuant to is claimed under Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages or Section 8.3(a) unless and until the aggregate amount of all Damages with respect to such matters exceeds $2,480,000 50,000 (the “Deductible”), and then only after which point the Indemnifying Party shall be required to indemnify the extent Indemnified Party for the amount of any such excess; provided, however, that CONE Gathering shall not be liable for all Damages pursuant to Section 8.2(a) (but not including Damages for breaches in excess of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall Deductible will not apply to claims for breaches of the Fundamental Representations or claims of intentional misrepresentation, willful misconduct or Fraud. (b) In no event will the aggregate liability of Sellers and Parent under Section 8.2(a) exceed $750,000; provided, however, that Damages resulting from claims of intentional misrepresentation, willful misconduct or Fraud will not be liable subject to the limitations set forth in this Section 8.4(b). (c) Each of the representations and warranties in Article 4 that contains “in all material respects” or other materiality (or correlative meaning) qualifications (but expressly excluding the defined term “Material Contract” therein and the reference to “Material Adverse Effect” in Section 4.7) shall be deemed to have been given as though there were no “in all material respects” or other materiality (or correlative meaning) qualification for purposes of determining the inaccuracy or breach of any such representations or warranties and the amount of indemnifiable Damages that exceed, in the aggregate, the Cap less the Deductiblecaused by any such inaccuracy or breach. (d) Notwithstanding clause (c) aboveExcept with respect to claims of intentional misrepresentation, willful misconduct or Fraud, no party shall be liable for any punitive or exemplary damages, except solely to the extent the CONE Indemnitees any such damages are entitled finally adjudicated and required to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard paid to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capa third party.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are that SPLC Indemnified Parties or Triton Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including 6.1 or Section 6.2, Triton or SPLC, as applicable, shall be liable only if the Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless the aggregate amount of Damages any claim that exceeds Four Hundred Thousand United States Dollars ($2,480,000 400,000) (the “DeductibleDeductible Amount”), and then Triton or SPLC, as applicable, shall be liable only for the Damages, if any, to the extent of any such excess; providedthe excess over the Deductible Amount. In no event shall either Party’s aggregate liability under Section 6.1 or Section 6.2 exceed Four Million United States Dollars ($4,000,000) (the “Ceiling Amount”). Notwithstanding the foregoing, however, that CONE Gathering (i) SPLC’s aggregate liability to Triton Indemnified Parties under Section 6.2 for breaches or inaccuracies of representations and warranties contained in Section 4.7 (Management Projections and Budgets) shall not be liable subject to the Ceiling Amount but shall not exceed Twenty Million United States Dollars ($20,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Title to Physical Assets), Section 3.6 (Taxes), and Section 3.7 (Brokerage Arrangements), Section 4.1 (Organization and Existence), Section 4.2 (Authority and Approval), Section 4.4 (Brokerage Arrangements) and Section 4.6 (Title to Zydeco Subject Interests), provided, that neither Party’s aggregate liability for Damages pursuant to Section 8.2(a) (but not all claims under this Agreement, including Damages for breaches or inaccuracies of representations and warranties contained in such sections and for breaches of Fundamental Representations) that exceedcovenants, in the aggregate, shall exceed Forty Million United States Dollars ($37,200,000 (the “Cap”) less the Deductible40,000,000). (b) Notwithstanding clause (a) aboveFor purposes of determining the amount of Damages, with respect to the extent the Partnership Indemnitees are entitled to any asserted claim for indemnification for Damages for claims arising from fraud by a SPLC Indemnified Party or related to or arising from TaxesTriton Indemnified Party, CONE Gathering as applicable, such determination shall be fully liable for such Damages made without regard to any qualifier as to “material,” “materiality,” Triton Material Adverse Effect expressly contained in Article III or SPLC Material Adverse Effected expressly contained in Article IV, as applicable; provided that this Section 6.6(b) shall not so modify the Deductible representations and warranties for purposes of first determining whether a breach of any representation or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Capwarranty has occurred. (c) To Additionally, neither Triton, on the extent one hand, nor SPLC, on the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a)other hand, the Partnership Parties shall not will be liable as an indemnitor under this Agreement for those Damages unless any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only indemnified party or parties except to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages resulting pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capthird party indemnity claims.

Limitations on Indemnification. (a) To Seller’s obligations pursuant to the extent provisions of Section 8.2(b) and the Partnership Indemnitees ability of Buyer Indemnified Parties to recover Losses thereunder are subject to the following limitations: (i) Buyer Indemnified Parties shall not be entitled to indemnification for Damages pursuant recover under Section 8.2(b) on any individual claim unless the Losses associated with such claim exceeds $25,000; provided that each claim, regardless of whether or not it exceeds $25,000 shall be counted toward the calculation of the Basket under Section 8.3(a)(ii). (ii) Buyer Indemnified Parties shall not be entitled to recover under Section 8.2(a8.2(b) until the total amount that Buyer Indemnified Parties would recover under Section 8.2(b) exceeds $3,000,000 (the “Basket”) (but not including Damages other than for breaches of Fundamental Representations)the representations and warranties of Seller set forth in Sections 3.1, CONE Gathering shall not be liable for those Damages unless the aggregate amount 4.1, clause (v) of Damages exceeds $2,480,000 4.2, 4.3, and 4.13 (the “DeductibleSeller Fundamental Representations”) or the representations and warranties in Section 4.18 (Taxes) (the “Tax Representations”), for which the foregoing limitation will not apply), and then only with respect to amounts in excess of the extent of any such excess; provided, however, that CONE Gathering Basket. (iii) Buyer Indemnified Parties shall not be liable entitled to recover under Section 8.2(b) for Damages pursuant to Section 8.2(a) (but not including Damages for breaches any amount in excess of Fundamental Representations) that exceed, in the aggregate, $37,200,000 50,000,000 (the “Cap”) less (other than for breaches of the Deductiblerepresentations and warranties of Seller of the Seller Fundamental Representations and the Tax Representations, for which the foregoing limitation will not apply). (b) Notwithstanding clause (a) above, Buyer’s obligations pursuant to the extent provisions of Section 8.1(b) and the Partnership Indemnitees ability of Seller Indemnified Parties to recover Losses thereunder are subject to the following limitations: (i) Seller Indemnified Parties shall not be entitled to indemnification for Damages for claims arising from fraud recover under Section 8.1(b) on any individual claim unless the Losses associated with such claim exceeds $25,000; provided that each claim, regardless of whether or related to or arising from Taxes, CONE Gathering not it exceeds $25,000 shall be fully liable for such Damages without regard counted toward the calculation of the Basket under Section 8.3(b)(ii). (ii) Seller Indemnified Parties shall not be entitled to recover under Section 8.1(b) until the Deductible or total amount that Seller Indemnified Parties would recover under Section 8.1(b) exceeds the Cap. For amount of the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and Basket (other than for breaches of the representations and warranties of Buyer set forth in Sections 3.2(a), clause (iv) of 3.2(b) and 3.2(d) (the “Buyer Fundamental Representations without regard Representations”), for which the foregoing limitation will not apply), and then only with respect to amounts in excess of the Deductible or Basket. (iii) Seller Indemnified Parties shall not be entitled to recover under Section 8.1(b) for any amount in excess of the CapCap (other than for breaches of the representations and warranties of Buyer Fundamental Representations, for which the foregoing limitation will not apply). (c) To Notwithstanding anything herein to the contrary, Buyer Indemnified Parties and Seller Indemnified Parties, as applicable, shall not be entitled to recover under Section 8.1, Section 8.2 or Article IX, as applicable, with respect to damages consisting of business interruption or lost profits, damages computed on a multiple of earnings, book value or any similar basis that may have been used in arriving at the purchase price or that may be reflective of the equity value of the Company and indirect, special, exemplary and punitive damages, except to the extent the CONE Indemnitees are entitled it is paid to a third party in connection with a Third-Party Claim for which indemnification for Damages is sought pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible8.4. (d) Notwithstanding clause (c) above, to The representations and warranties of the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties parties hereto shall be fully liable for such Damages read without regard to the Deductible any materiality qualification for purposes of determining a breach or the Cap. For the avoidance amount of doubtLosses. (e) No claim for indemnification under this Article VIII for breach of any representation, the Partnership Parties shall warranty or covenant contained in this Agreement may be fully liable for Damages asserted pursuant to Section 8.1(b) this Agreement unless such claim is asserted in writing on or Section 8.1(c) without regard to before the Deductible or the CapSurvival Expiration Date.

Limitations on Indemnification. (a) To Except with respect to Buyer Damages arising out of a breach of the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(arepresentations under Sections 4.1(a) (but not including Organization of the Sellers), 4.1(b) (Authorization), 4.1(g) (Assets), 4.1(i) (Employee Matters), 4.1(j) (Benefit Plans/ERISA), 4.1(n) (Tax Matters), 4.1(o) (Environmental), 4.1(s) (Immigration Matters) and 4.1(t) (Brokers’ Fees) (collectively, the “Seller Excluded Representations”), the maximum aggregate liability of the Sellers and the Principals for Buyer Damages for breaches of Fundamental Representations), CONE Gathering any matter described under Section 9.1(a) shall not be liable for those Damages unless exceed in the aggregate an amount of Damages exceeds that is equal to $2,480,000 6,000,000 (the “DeductibleCap”). The maximum aggregate liability of the Sellers and the Principals for Buyer Damages arising out of a breach of the Seller Excluded Representations shall not exceed in the aggregate an amount that is equal to $60,000,000. (b) Except with respect to Seller Damages arising out of a breach of the representations under Section 4.2(a) (Organization of the Buyer), 4.2(b) (Authorization) and 4.2(e) (Brokers’ Fees) (collectively, the “Buyer Excluded Representations”), and then only to the extent maximum aggregate liability of the Buyer for Seller Damages for any such excess; provided, however, that CONE Gathering matter described under Section 9.2(a) shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, an amount equal to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For The maximum aggregate liability of the avoidance Buyer for Seller Damages arising out of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches a breach of Fundamental the Buyer Excluded Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, an amount equal to $60,000,000. (c) Except with respect to Buyer Damages arising out of a breach of the Cap less Seller Excluded Representations, no Buyer Indemnified Person may bring a Claim (as hereinafter defined) and recover Buyer Damages for any matter described under Section 9.1(a) unless the Deductibleamount of Buyer Damages relating to all such Claims exceeds in the aggregate $300,000 (the “Basket”), in which case the Sellers and the Principals shall thereafter, subject to the Cap, be liable for all such Buyer Damages in excess of $300,000. (d) Except with respect to Seller Damages arising out of a breach of the Buyer Excluded Representations, no Seller Indemnified Person may bring a Claim and recover Seller Damages for any matter described under Section 9.2(a) unless the amount of Seller Damages relating to all such Claims exceeds in the aggregate the Basket, in which case the Buyer shall thereafter, subject to the Cap, be liable for all such Seller Damages in excess of $300,000. (e) Neither the Buyer Indemnified Persons nor the Seller Indemnified Persons shall be entitled to recover more than once for any Damages that may have resulted from the breach of a representation, warranty, covenant or agreement contained in this Agreement from the occurrence of a single event. (f) Notwithstanding clause anything contained herein to the contrary, the foregoing limitations shall not apply in the case of a determination of fraud by a final and non-appealable order of judgment of a court of competent jurisdiction. (cg) aboveThe Buyer acknowledges that in no event shall the Sellers nor the Principals have any liability to the Buyer with respect to a breach of representation, warranty or covenant under this Agreement to the extent that the CONE Indemnitees are entitled Buyer had knowledge of such breach as of the date hereof by virtue of any disclosure schedules delivered by the Sellers to the Buyer in connection with this Agreement, provided that Sellers shall be responsible for any acts or actions by any of them on or before the Closing Date. (h) All materiality qualifications in the representations and warranties will be disregarded for purposes of determining a Person’s right to indemnification for or calculating Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capunder this ARTICLE IX.

Limitations on Indemnification. Notwithstanding any other provision of this Agreement, the indemnification obligations provided for in Section 9.1 and Section 9.2 shall be subject to the limitations and conditions set forth in this Section 9.4. (a) To the extent the Partnership Indemnitees are entitled to Any claim by an Indemnified Party for indemnification for Damages pursuant to Section 8.2(a9.1(a) or Section 9.2(a) is required to be made by delivering notice to the Indemnifying Party no later than the date that is eighteen (but not including Damages 18) months after the Closing Date; provided that, with respect to indemnification claims for breaches of representations and warranties set forth in Section 3.1 (Authority and Capacity; Ownership of Interests), Section 3.2 (Execution and Delivery; Enforceability), Section 3.5 (Organization and Good Standing), Section 3.6 (Capitalization), Section 3.9 (Brokerage), Section 4.1 (Organization; Authorization); Section 4.2 (Execution and Delivery; Enforceability), Section 4.4 (Brokerage) and the second sentence of Section 3.7(a) (collectively, the “Fundamental Representations”), CONE Gathering the Indemnified Party is required to deliver notice within thirty (30) days of the expiration of the applicable statute of limitations. (b) Except with respect to claims for breaches of the Fundamental Representations and the representations and warranties set forth in Section 3.8 (No Undisclosed Liabilities), the maximum amount to which an Indemnifying Party shall be liable for in the aggregate pursuant to Section 9.1(a) or Section 9.2(a) shall be ten percent (10%) of the Purchase Price (which, for clarity, includes any Earn-Out Amount otherwise payable to Seller hereunder). (c) An Indemnifying Party shall not be liable for those Damages any claim for indemnification pursuant to Section 9.1(a) or Section 9.2(a) unless and until the aggregate amount of Damages indemnifiable Losses which may be recovered from the Indemnifying Party exceeds $2,480,000 (550,000, in which case the “Deductible”), and then only to Indemnifying Party shall be liable for all the extent of any such excessindemnifiable Losses; provided, however, provided that CONE Gathering this limitation shall not be liable for Damages pursuant applicable to Section 8.2(a) (but not including Damages claims for breaches of the Fundamental Representations) that exceed, Representations and the representations and warranties set forth in the aggregate, $37,200,000 Section 3.7 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(cIntellectual Property) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. Section 3.8 (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(aNo Undisclosed Liabilities), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause The Indemnified Parties shall use commercially reasonable efforts to recover any Losses against insurers or other third parties with respect to any contractual rights to indemnification, reimbursement, offset or recovery against such third parties existing as of the Closing Date; provided that (ci) abovethe out-of-pocket costs of such efforts shall constitute Losses and (ii) an Indemnified Party shall not be required to initiate or pursue litigation against third parties. Any amounts actually received from such insurers or such other third parties (net of any premium increases as a result of such claim and any out-of-pocket costs of collection incurred by the Indemnified Party) which cover, or are duplicative of, a claimed Loss, shall reduce the amount of Losses for determining the amount of the indemnity obligation under this Article 9 or, if already paid pursuant to an indemnification claim, when received the Indemnified Party shall pay such amount to the extent the CONE Indemnitees are Indemnifying Party. (e) Any Loss for which any Indemnified Party is entitled to indemnification under this Article 9 shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement. (f) Each Indemnified Party shall take commercially reasonable measures to mitigate all Losses upon and after becoming aware of any event which could reasonably be expected to give rise to Losses; provided that (i) the out-of-pocket costs of such efforts shall constitute Losses and (ii) an Indemnified Party shall not be required to initiate or pursue litigation against third parties. Any failure by an Indemnified Party to mitigate Losses shall not relieve any Indemnifying Party of its obligations under this Article 9. (g) Notwithstanding anything else herein, in no event shall the maximum amount of Losses for Damages for claims arising from fraud, which the Partnership Indemnified Parties shall be fully liable for such Damages without regard in the aggregate under this Agreement exceed the Purchase Price (which, for clarity, includes any Earn-Out Amount otherwise payable to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapSeller hereunder).

Limitations on Indemnification. (a) To Notwithstanding anything in this Article 11 to the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations)contrary, CONE Gathering Seller shall not be liable for those Damages obligated to indemnify any Purchaser Indemnified Person under Section 11.1(a): (i) unless the aggregate amount of all Purchaser Damages exceeds $2,480,000 250,000 (the “DeductibleIndemnification Threshold”), ) and then only any individual or series of related Purchaser Damages arising from the same or substantially the same facts and circumstances exceeds $5,000 (the “Per Claim Threshold”) or (ii) to the extent that the aggregate of any such excess; provided, however, that CONE Gathering shall not be liable for all Purchaser Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, exceeds $37,200,000 1,500,000 (the “Indemnification Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties Indemnification Cap, Indemnification Threshold and Per Claim Threshold shall not apply to nor count towards any Seller indemnification obligation (A) arising out of, relating to or resulting from Fraud on the part of Seller or any of its Affiliates, (B) arising out of, relating to or resulting from a breach of or inaccuracy in any of Seller’s representations or warranties in Section 4.1 (Organization and Good Standing), Section 4.3 (Taxes), Section 4.7 (Authority; Binding Nature), Section 4.15(a) (Title to Assets) or Section 4.18 (Brokers) (together, the “Fundamental Representations”), (C) arising out of, relating to or resulting from any Excluded Asset or Excluded Liability, or (D) the Environmental Matters, which shall be governed by Section 11.5(b). (b) Notwithstanding anything in this Article 11 to the contrary, Seller shall not be liable for obligated to indemnify any Purchaser Indemnified Person under Section 11.1(d) (x) unless such Damages exceed $100,000, either individually or in the aggregate (the “Deductible”); (y) to the extent that exceed, the Damages exceed $750,000 in the aggregate, the Cap less in which case Seller shall only be required to pay or liable for Damages in excess of the Deductible; or (z) with respect to any demand from such Purchaser or such Purchaser Indemnified Person initially made after the date that is the eighteen (18) month anniversary of the Closing Date. (c) Notwithstanding anything in this Article 11 to the contrary, Seller shall not be obligated to indemnify any Purchaser Indemnified Person under Article 11 with respect to Purchaser Damages (1) arising as a result of any act or omission on the part of Purchaser or any of its Affiliates, (2) to the extent that the aggregate of all Purchaser Damages (other than Purchaser Damages arising out of or relating to Excluded Assets or Excluded Liabilities) exceeds the Purchase Price, (3) with respect to any matter if Purchaser had knowledge of such matter prior to the date hereof (other than matters arising out of or relating to Excluded Liabilities) or (4) to the extent that such indemnification would amount to a double recovery. (d) Notwithstanding clause (c) aboveFor purposes of this Article 11, to any inaccuracy in or breach of any representation or warranty of Seller, and the extent the CONE Indemnitees are entitled to indemnification for amount of any Purchaser Damages for claims arising from fraudrelated thereto, the Partnership Parties shall be fully liable for such Damages determined without regard to the Deductible any qualifications as to materiality or the Cap. For the avoidance Material Adverse Effect included therein, except in respect of doubt, the Partnership Parties clause (i) of Section 4.2. (e) All indemnification payments under this Agreement shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard treated as adjustments to the Deductible or the CapPurchase Price for all Tax purposes unless Legal Requirements require otherwise.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations6.1(a), CONE Gathering SOPUS shall not be liable for those only if (i) the Damages unless the aggregate amount of Damages exceeds with respect to any individual claim exceed One Hundred Thousand Dollars ($2,480,000 100,000) (the “DeductibleMinimum Claim Amount”), ) and then only to (ii) the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) all claims that exceed the Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($37,200,000 1,000,000) (the “CapDeductible Amount”), and then SOPUS shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SOPUS’s aggregate liability to SHLX Indemnified Parties under Section 6.1 exceed Thirty-Five Million Dollars ($35,000,000) less (the Deductible“Ceiling Amount”). Notwithstanding the foregoing, the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2, Section 3.4, Section 3.9, Section 3.16 and Section 3.17, provided, that SOPUS’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall not exceed the Consideration. (b) Notwithstanding clause (a) aboveFor purposes of determining the amount of Damages, with respect to the extent the Partnership Indemnitees are entitled to any asserted claim for indemnification for Damages for claims arising from fraud or related to or arising from Taxesby a SHLX Indemnified Party, CONE Gathering such determination shall be fully liable for such Damages made without regard to any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III (except in the Deductible case of the term Material Contract); provided that this Section 6.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Capwarranty has occurred. (c) To Additionally, neither SOPUS, on the extent one hand, nor SHLX and Operating, on the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a)other hand, the Partnership Parties shall not will be liable as an indemnitor under this Agreement for those Damages unless any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only indemnified party or parties except to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages resulting pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapThird Party Indemnity Claims.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not that SHLX Indemnified Parties would otherwise be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties SPLC shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that pursuant to Section 8.1(a) only if (i) the Damages with respect to any individual claim pursuant to Section 8.1(a) exceed One Hundred Thousand Dollars ($100,000) and (ii) the Damages for all claims pursuant to Section 8.1(a) exceed, in the aggregate, One Million Dollars ($1,000,000) (the Cap less the Deductible. (d) Notwithstanding clause (c) above“Deductible Amount”), to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties and then SPLC shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable only for Damages pursuant to Section 8.1(b8.1(a) to the extent of any excess over the Deductible Amount. In no event shall SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 exceed One Hundred Twenty-Two Million Dollars ($122,000,000) (the “Ceiling Amount”). Notwithstanding the foregoing, (i) SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 for breaches or inaccuracies of representations and warranties contained in Section 8.1(c3.20 (Management Projections and Budget) shall not be subject to the Ceiling Amount but shall not exceed Six Hundred Ten Million Dollars ($610,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Subject Interests), Section 3.9 (Taxes), Section 3.16 (Brokerage Arrangements) and Section 3.17 (Books and Records), provided, that SPLC’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections described in clauses (i) and (ii) and for breaches of covenants, shall not exceed the Consideration; provided, further, however, that the payment and indemnification obligations of SPLC pursuant to Article VI shall not be subject to any limitation in this Section 8.6(a) and shall be excluded from the determination of whether the maximum indemnification amount specified in the immediately preceding proviso has been reached or exceeded. (b) For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any qualifier as to “material,” “materiality” or SPLC Material Adverse Effect expressly contained in Article III (except in the Deductible case of the term “Material Contract”); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred. (c) Additionally, neither SPLC, on the Capone hand, nor SHLX, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent resulting pursuant to third party indemnity claims.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification The Member shall have no liability for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages representations and warranties set forth in ARTICLE III and ARTICLE IV unless and until the aggregate amount of all Damages for all claims asserted by the Buyer Indemnified Parties exceeds Four Hundred Fifty Thousand Dollars ($2,480,000 450,000) (the “DeductibleThreshold”), and then only to the extent of any such excess; provided, however, that CONE Gathering if such Threshold is exceeded, the Member shall be liable for all Damages (other than the initial $200,000 of the $450,000 in Damages included in the Threshold determination; provided, further, that the foregoing limitations shall not apply to (i) the representations and warranties set forth in Section 3.2 (Authority for Agreement), Section 3.4 (Capitalization), Section 3.8 (Employee Benefit Plans), Section 3.10 (Taxes) and Section 3.22 (Brokers) and Section 4.1 (Authority for Agreement), Section 4.3 (Ownership) and Section 4.4 (Brokers) or (ii) claims based on criminal matters or actual fraud or any matters set forth on Appendix B (other than the items set forth on Schedule 3.14(b) which shall be subject to the Threshold, and item 13, which shall be subject to the applicable Threshold to which the new matter reflected in the Updated Seller Party Disclosure Schedule relates), with respect to which, in each case, all Damages in connection therewith shall be recoverable from the first dollar and shall not be liable counted in determining whether the thresholds in this Section 9.5(a) have been exceeded. For the sole purpose of determining the amount of any Damages with respect to any breach of any representation, warranty or covenant for Damages pursuant to Section 8.2(a) purposes of indemnification under this ARTICLE IX (but and not including Damages for determining whether or not any breaches of Fundamental Representations) that exceedrepresentations, warranties or covenants have occurred), any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, shall be disregarded. Except as provided for in the aggregatelast sentence of Section 6.4, $37,200,000 (the “Cap”) less indemnification obligations of the DeductibleMember and the rights and remedies that may be exercised by a Buyer Indemnified Party shall not be 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 Buyer Indemnified Parties or any of their Representatives. (b) Notwithstanding clause The indemnification obligations of the Member for breaches of representations and warranties set forth in ARTICLE III and ARTICLE IV shall be limited to an aggregate amount not to exceed to Thirteen Million One Hundred Twenty Five Thousand Dollars (a$13,125,000) above(the “General Indemnity Cap”); provided, that the foregoing limitation shall not apply to (i) the representations and warranties set forth in Section 3.2 (Authority for Agreement), Section 3.4 (Capitalization), Section 3.10 (Taxes) and Section 3.22 (Brokers) and Section 4.1 (Authority for Agreement), Section 4.3 (Ownership) and Section 4.4 (Brokers) or claims based on matters set forth in Appendix B, which shall be limited to an amount equal to the extent proceeds paid or payable to the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesMember as a result of the transactions contemplated under this Agreement, CONE Gathering (ii) the representations and warranties set forth in Section 3.14 (Government Contracts), which shall be fully liable limited to an aggregate amount not to exceed to Fifteen Million Seven Hundred Fifty Thousand Dollars ($15,750,000), (iii) claims based on criminal matters or actual fraud, for such Damages without regard which the indemnification obligations hereunder shall be unlimited or (iv) claims based upon breach of covenant and indemnity obligations set forth in Sections 9.1(c), (d), (e), (f), (g) and (h) (other than item 13, which shall be subject to the Deductible applicable General Indemnity Cap to which the new matter reflected in the Updated Seller Party Disclosure Schedule relates) shall be limited to an aggregate amount not to exceed, with all other claims (other than claims based on criminal matters or actual fraud), the CapPurchase Price. With respect to any of the items so excluded from the General Indemnity Cap pursuant to the preceding sentence in each case, no Damages incurred in connection with such items shall be counted in determining whether the General Indemnity Cap in this Section 9.5(b) has been exceeded. For the avoidance of doubt, CONE Gathering all claims based on the indemnity obligations under Section 9.1(i) shall be fully liable for Damages pursuant subject to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard any limitations set forth herein that are applicable to the Deductible or the Capunderlying claims. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To Notwithstanding the extent the Partnership Indemnitees are other provisions of this Article IX, no Purchaser Group Member shall be entitled to indemnification for Damages be indemnified pursuant to Section 8.2(aSections 9.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”and 9.2(b)(ii), and then only no Seller Group Member shall be entitled to be indemnified pursuant to Sections 9.3(b) unless and until the extent Damages incurred by Purchaser Group Members or Seller Group Members, respectively, shall exceed an aggregate of any $500,000 for all claims thereunder (the "Threshold"), and upon exceeding such excessaggregate amount, the Purchaser Group Members or Seller Group Members, respectively, shall be entitled to be indemnified for all Damages (including all Damages below such amount); provided, however, that CONE Gathering Purchaser Group Members shall not be liable entitled to be indemnified for all Damages pursuant on a dollar-for-dollar basis from the first dollar of Damages, without regard to the Threshold, incurred as a result of any breach of the representations and warranties set forth in Sections 2.1, 2.3, 2.6, 3.2, 3.3, 3.5, 3.16, 3.20, 3.21 and 3.27 or with respect to Taxes described in Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible9.2(a)(iii). (b) Notwithstanding clause (a) abovethe other provisions of this Article IX, with respect to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable any claim for Damages pursuant to Section 8.2(b) or Section 8.2(c) and 9.2(b), no Seller shall be liable for breaches a percentage of Fundamental Representations without regard such Damages in excess of the percentage of the Purchase Price allocated to the Deductible or the Capsuch Seller as set forth on Exhibit 1 hereto. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the The maximum aggregate amount of Damages exceedsindemnification pursuant to Sections 9.2(a), 9.2(b)(ii) or 9.2(b)(iii) that may be received by Purchaser Group Members shall not exceed the Escrow Amount (the "Cap") and, except as set forth in the aggregatefollowing sentence, the DeductibleEscrow Amount shall be the sole source of recourse for indemnification under such Sections. Notwithstanding the preceding sentence, and then only Purchaser Group Members shall be entitled to be indemnified for all Damages, without regard to the extent Cap or the Escrow Amount, incurred as a result of any such excess; breach of the representations and warranties set forth in Sections 2.3, 2.6, 3.5 or 3.27, provided, further, however, that in the Partnership Parties event of any breach of Sections 2.3, 2.6, 3.5 or 3.27, Purchaser Group Members shall not seek indemnification directly from the Sellers (it being understood that with respect to Sections 3.5 and 3.27, "Sellers" shall be liable for Damages that exceedlimited to Steven Santo, Camelot 27, LLC, Jeffrey Kirby, John Waters, Kevin McKamey anx Xxxxxxx Xxiation, LLC (providxx, xxxxxxx, in xxx xxxxx of xxx xxxxxxxxion of Andiamo Aviation then from the aggregateshares payable to Alfred Rapetti) only after the entire Escrow Amount shall have been exhaustxx, the Cap less the Deductiblexxxxxxxxxxd and/or reserved in connection with other pending claims by Purchaser Group Members. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a1) To the extent the Partnership Indemnitees are entitled Seller and Seller Parent shall have no obligation to indemnification make any payment for Damages pursuant for indemnification with respect to the matters described in Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless until the aggregate total amount of all Damages suffered with respect to such matters exceeds $2,480,000 one percent (1%) of the “Deductible”)Base Purchase Price, and then only for the amount by which such Damages exceeds one percent (1%), up to a maximum amount of ten percent (10%) of the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the DeductibleBase Purchase Price. (b2) Notwithstanding clause anything herein to the contrary, Section 8.4(1) shall not apply to claims: (a) aboverelating to Seller Fundamental Representations; or (b) based on actual or intentional fraud of the Seller or Seller Parent. The full amount of Damages under claims relating to Seller Fundamental Representations will be subject to indemnification, up to a maximum of one hundred per cent (100%) of the extent the Partnership Indemnitees are entitled Base Purchase Price. (3) Buyer shall have no obligation to indemnification make any payment for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard indemnification with respect to the Deductible or matters described in Section 8.3(a) until the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate total amount of all Damages exceeds, in suffered with respect to such matters exceeds one percent (1%) of the aggregate, the DeductibleBase Purchase Price, and then only for the amount by which such Damages exceeds one percent (1%), up to a maximum amount of ten percent (10%) of the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the DeductibleBase Purchase Price. (d4) Notwithstanding clause (c) above, anything herein to the extent contrary, Section 8.4(3) shall not apply to claims: (a) relating to Buyer Fundamental Representations; or (b) based on actual or intentional fraud of the CONE Indemnitees are entitled Buyer. The full amount of Damages under claims relating to indemnification for Damages for Buyer Fundamental Representations will be subject to indemnification, up to a maximum of one hundred per cent (100%) of the Base Purchase Price. (5) Seller and Seller Parent hereby waive and releases any and all rights that it may have to assert claims arising from fraud, of contribution against the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapPurchased Corporations.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not that SHLX Indemnified Parties would otherwise be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties Sellers, jointly and severally, shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that pursuant to Section 8.1(a) only if (i) the Damages with respect to any individual claim pursuant to Section 8.1(a) exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Claim Amount”) and (ii) the Damages for all claims pursuant to Section 8.1(a) exceed, in the aggregate, One Million Dollars ($1,000,000) (the Cap less “Deductible Amount”), and then the Deductible. (d) Notwithstanding clause (c) aboveSellers, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraudjointly and severally, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable only for Damages pursuant to Section 8.1(b8.1(a) to the extent of any excess over the Deductible Amount. In no event shall the Sellers’ aggregate liability to SHLX Indemnified Parties under Section 8.1 exceed Sixty-Three Million Dollars ($63,000,000) (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Sellers’ aggregate liability to SHLX Indemnified Parties under Section 8.1 for breaches or inaccuracies of representations and warranties contained in Section 8.1(c3.15 (Management Projections and Budget) shall not be subject to the Ceiling Amount but shall not exceed Three Hundred Fifteen Million Dollars ($315,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Title to the Assets), Section 3.7 (Taxes), Section 3.12 (Brokerage Arrangements), and Section 3.13 (Books and Records), provided, that the Sellers’ aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections described in clauses (i) and (ii) and for breaches of covenants (including indemnity obligations related to Section 5.4), shall not exceed the Consideration; and provided, further, however, that the payment and indemnification obligations of the Sellers pursuant to Article VI shall not be subject to any limitation in this Section 8.6(a) and shall be excluded from the determination of whether the maximum indemnification amount specified in the immediately preceding proviso has been reached or exceeded. (b) For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any qualifier as to “material,” “materiality” or Seller Material Adverse Effect expressly contained in Article III (except in the Deductible case of the term “Material Contract”); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred. (c) Additionally, none of the CapSellers, on the one hand, or any of the Purchasers, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent resulting pursuant to third party indemnity claims.

Limitations on Indemnification. (a) To The Indemnified Persons may not recover Losses from the extent Escrow Fund or the Partnership Indemnitees are Indemnitors in respect of any claim for indemnification under Section 6.3(a) unless and until the total amount of all Losses arising out of or resulting from the matters described in Section 6.3(a) that have been incurred or paid by the Indemnified Persons exceeds USD 25,000 (the “Indemnification Threshold”), it being understood that if the total amount of such Losses exceeds the Indemnification Threshold, then the Indemnified Persons shall be entitled to indemnification be indemnified for Damages pursuant the amount by which such Losses exceed the Indemnification Threshold; provided, that the Indemnified Persons will be entitled to recover for, and the Indemnification Threshold will not apply to, any Losses in connection with intentional misrepresentation or fraud by the Company. (b) Recovery by Indemnified Persons of their Losses will be subject to the following limitations: (1) Except as otherwise set forth in this Section 8.2(a6.4, with respect to Losses claimed under Section 6.3(a)(1) (but not including Damages for as a result of breaches of or inaccuracies in any representation or warranty made in this Agreement (other than Fundamental Representations), CONE Gathering shall not be liable for those Damages unless an Indemnified Person may recover its Losses only from the aggregate amount Escrow Fund. (2) With respect to Losses in connection with intentional misrepresentation or fraud by the Company in this Agreement, any other Transaction Document or any certificates or other instruments delivered by or on behalf of Damages exceeds $2,480,000 (the “Deductible”Company pursuant to this Agreement or claimed under Section 6.3(a)(1) as a result of breaches of or inaccuracies in the Fundamental Representations and Sections 6.3(a)(2), 6.3(a)(3), 6.3(a)(4), 6.3(a)(5) and then only 6.3(a)(6), an Indemnified Person may recover its Losses (A) from the Escrow Fund and (B) to the extent such Losses exceed the amount recovered from the Escrow Fund, directly from the Indemnitors. (3) Notwithstanding anything to the contrary herein, no individual Seller shall be severally liable for Losses in respect of any claim for indemnification under Section 6.3(a) in excess of the total amount of consideration such excessSeller has received pursuant to Section 1.1; provided that such limitation shall not apply to any Losses in connection with intentional misrepresentation or fraud. (c) Other than pursuant to Section 6.3(a)(1) in connection with a breach of a representation or warranty by the Company herein or fraud or willful misrepresentation by the Company, the Indemnified Persons shall have no claim or right to recovery, and none of the Indemnitors shall have or be subject to any liability to the Indemnified Persons with respect to any projections, business plans, budgets of future revenue of the Company. (d) Except as otherwise required by applicable Law, the Parties shall treat any indemnification payments made under this Agreement as an adjustment to the purchase price paid under this Agreement for accounting and Tax purposes. (e) Indemnitor will not have any right of contribution, right of indemnity or other right or remedy against Buyer, the Company or any other Indemnified Person for any indemnification payments made by Indemnitor (whether directly or out of the Escrow Fund) pursuant to this Article 6. (f) No Indemnified Person’s rights under this Article 6 will be adversely affected by any investigation conducted, or any knowledge acquired or capable of being acquired, by such Indemnified Person at any time, whether before or after the Agreement Date, 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) From and after the Closing, the remedies contained in this Article 6 are intended to provide the sole and exclusive remedy of each Indemnified Person for matters arising out of this Agreement; provided, however, that CONE Gathering nothing in this Article 6 or elsewhere in this Agreement shall affect the Parties’ rights to specific performance, injunction or other equitable remedies to enforce the Parties’ obligations under this Agreement, or limit recovery against an Indemnitor for such Indemnitor’s fraud or such Indemnitor’s willful breach of any of the covenants or agreements contained in Section 4.3 (Release of Claims). In particular, but without limitation, no breach or inaccuracy, even if material, of any representations, warranties, undertakings or covenants of the Sellers will give rise to any right on the part of the Buyer to rescind or terminate this Agreement. (h) Losses shall be calculated net of actual recoveries received by Buyer or the Company has received or is entitled to receive from any third party including an insurer (net of any actual costs of recovery or collection, deductibles, retroactive premium adjustments, reimbursement obligations or other costs directly related to the insurance claim and deductibles) with reference to the specific matter which is the subject of the request for indemnification; provided that neither Buyer nor the Company shall have any obligation to take any action to obtain such payments or to obtain or maintain any such insurance policies. (i) If any Liability Claim is based upon a liability which is contingent only, the Buyer shall be entitled to send a Claim Notice also for the purpose of the Escrow Agreement but the Sellers shall not be liable for Damages pursuant obliged to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductiblemake any indemnification payment to Buyer unless and until such contingent liability becomes due and actually payable. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are No party shall be entitled to assert any claim for indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental RepresentationsSections 6.2(a)(ii), CONE Gathering shall 6.2(b)(i) or 6.3(b) unless such claim is asserted by an Indemnification Claim Notice given prior to the expiration of the representation or warranty giving rise to such claim (provided that a claim that is barred by the passage of time under one representation and warranty may nevertheless be brought under another if it is not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”barred under that other), and then only until the aggregate amount of the Losses attributable to the extent of any such excessPurchaser Indemnitees or the Sellers Indemnitees, as the case may be, exceeds $750,000.00 (the “Basket Amount”); provided, however, that CONE Gathering (i) thereafter the Indemnifying Party or Parties shall indemnify the Purchaser Indemnitees or Seller Indemnitees, as the case may be, only for Losses in excess of the first $500,000.00, but not for the first $500,000.00 and (ii) the foregoing limitation relating to aggregate Losses exceeding the Basket Amount shall not be liable for Damages pursuant applicable to any Loss which any Purchaser Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of the breach of any of the representations and warranties set forth in Section 8.2(a) (but not including Damages for breaches 4.21(b). Notwithstanding anything in this Agreement to the contrary, the maximum aggregate obligation of Fundamental Representations) that exceedthe Sellers, in the aggregate, $37,200,000 pursuant to Section 6.2 shall not exceed twenty-five percent (25%) of the Adjusted Purchase Price, except that the aggregate limitation shall be one hundred percent (100%) of the Adjusted Purchase Price with respect to the following, of which 25% of the liability shall also be applied against the 25% limitation of liability: (1) Liabilities of the Company or any Subsidiary pursuant to the Apria Stock Purchase Agreement; (2) Sellers’ title to the Housecall Stock; (3) the Company’s title to the common stock of Housecall; (4) the Housecall Stock constituting the entire equity interest in the Company on a fully diluted basis; (5) the common stock of Housecall owned by the Company constituting the entire equity interest of Housecall on a fully diluted basis; (6) validity and enforceability of this Agreement; (7) Taxes; and (8) judgments, fines, and monetary penalties, settlements and requirements arising out of investigations, actions, demands, or charges brought by the Office of Inspector General, the U.S. Department of Justice, a state Medicaid Fraud Control Unit or other administrative, enforcement or prosecutorial authority, related to health care fraud, abuse or other misconduct, including (without limitation) overbilling, kickbacks, Xxxxx violations, HIPAA violations, or violations of the Medicare Conditions of Participation (the matters referred to in this clause (8) are collectively the “CapGovernmental Recoveries”) less the Deductible). (b) Notwithstanding clause The foregoing indemnification provisions shall be the sole and exclusive remedy and procedure for all claims for breach of any representation or warranty or covenant contained herein or in any of the Schedules or Exhibits attached hereto, except (ai) above, as provided in Section 9.2(c) and (ii) that all remedies available at law or in equity shall be available with respect to a claim by the extent the Partnership Indemnitees are entitled to indemnification Purchaser for Damages for claims arising from fraud or related to willful misconduct by Sellers (or arising from Taxesany of them), CONE Gathering the Company or any Subsidiary in connection with the transactions contemplated by this Agreement, in which event none of the limitations provided by Section 6.1 or 6.4 shall apply except that the aggregate limitation of liability shall be fully liable for such Damages without regard to one hundred percent (100%) of the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the CapAdjusted Purchase Price. (c) To In calculating the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceedsLosses suffered or incurred by a Purchaser Indemnitee for which indemnification is sought hereunder, there shall be deducted the amount of any actual recovery by such Purchaser Indemnitee, net of the expenses (including legal fees and expenses) incurred by any such Purchaser Indemnitee in connection with such recovery, from (i) occurrence-based insurance policies maintained by the aggregate, Company at any time prior to the DeductibleClosing, and then (ii) claims-made-based insurance policies maintained by the Company at any time following the Closing but only to the extent that such recovery would also have been available under claims-made policies maintained by the Company immediately prior to the Closing, as if the Loss had occurred immediately prior to the Closing, taking into account all relevant provisions of such policies maintained prior to the Closing, including deductible, retention and policy limits. Neither the Company nor any other Purchaser Indemnitee shall be obligated hereby to maintain insurance coverages or to pursue any such insurance recovery, but shall notify Sellers of any determination not to pursue recovery (and, in the case of clause (ii) only, of the existence of policies that reasonably might provide coverage for the indemnifiable Loss), in which event Sellers shall be entitled to pursue such excess; providedclaim on behalf of the Company at the sole risk and expense of Sellers with respect to any retroactive premium adjustment that is permitted by the applicable policy (but only to the extent attributable to such claim pursued by Sellers), howeverthe costs and expenses (including attorney’s fees) of pursuing such claim, that and claims and Liabilities (including attorney’s fees) resulting from any counterclaims or demands by the Partnership Parties parties to such litigation (which risk and expense shall not be liable for Damages that exceeddeemed indemnification paid under Article VI). Notwithstanding anything hereinabove to the contrary, in any policy period, if all claims made by the aggregateSellers and the Purchaser (and Purchaser’s Affiliates) cause the aggregate coverage limits of any of such policies to be exceeded, then the Cap less the Deductible. (d) Notwithstanding clause (c) above, Sellers shall return to the extent Purchaser promptly upon demand therefor the CONE Indemnitees are entitled to indemnification for Damages for claims arising lesser of (1) such excess, or (2) the amount of insurance proceeds recovered by Sellers from fraud, their claim or by the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapPurchaser Indemnitee in Sellers’ behalf.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are No Buyer Group Member shall be entitled to indemnification for Damages be indemnified pursuant to Section 8.2(a9.2(b) or Section 9.2(e) (but not including Damages for breaches insofar as such third party Action relates to a breach of Fundamental Representationsa representation or warranty), CONE Gathering unless and until the aggregate of all Damages incurred by Buyer Group Members shall not be liable exceed 1% of the Purchase Price (the “Basket”) and thereafter only for those Damages unless indemnification pursuant to Section 9.2(b) or Section 9.2(e) (insofar as such third party Action relates to a breach of a representation or warranty), in excess of the Basket, and the maximum aggregate amount of Damages exceeds $2,480,000 for which indemnification pursuant to Section 9.2(b) and Section 9.2(e) (insofar as such third party Action relates to a breach of a representation or warranty) may be received by the Buyer Group Members shall not exceed 20% of the Purchase Price (the “DeductibleCap”), and then only to the extent of any such excess; provided, however, that CONE Gathering Buyer Group Members shall not be liable entitled to be indemnified for all Damages pursuant on a dollar-for-dollar basis from the first dollar of Damages, without regard to Section 8.2(athe Basket or the Cap, incurred as a result of any breach of the representations and warranties set forth in Sections 3.1 (Organization; Good Standing), 3.3 (Authority; Execution and Delivery; Enforceability), 3.5(b) (but not including Damages for breaches of Fundamental RepresentationsTitle to Assets); 3.11 (Tax Matters); 3.14 (Environmental Matters) that exceed, in the aggregate, $37,200,000 and 3.19 (the “Cap”) less the DeductibleNo Finder). (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are No Seller Group Member shall be entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages indemnified pursuant to Section 8.2(b9.3(b) or Section 8.2(c9.3(d) (insofar as such third party Action relates to a breach of a representation or warranty), unless and until the aggregate of all Damages incurred by Seller Group Members shall exceed the Basket and thereafter only for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a9.3(b) or Section 9.3(d) (insofar as such third party Action relates to a breach of a representation or warranty), in excess of the Partnership Parties shall not be liable for those Damages unless Basket, and the maximum aggregate amount of Damages exceeds, in for which indemnification pursuant to Section 9.3(b) and Section 9.3(d) (insofar as such third party Action relates to a breach of a representation or warranty) may be received by the aggregate, Seller Group Members shall not exceed the Deductible, and then only to the extent of any such excessCap; provided, however, that Seller Group Members shall be entitled to be indemnified for all Damages on a dollar-for-dollar basis from the Partnership Parties shall not be liable for Damages that exceedfirst dollar of Damages, without regard to the Basket or the Cap, incurred as a result of any breach of the representations and warranties set forth in Section 4.1 (Organization, Good Standing), 4.2 (Authority; Execution and Delivery; Enforceability), and 4.6 (No Finder). (c) For purposes of Section 9.2(b) or Section 9.2(e) (insofar as such third party Action relates to a breach of a representation or warranty) and Section 9.3(b) or Section 9.3(d) (insofar as such third party Action relates to a breach of a representation or warranty), in determining the aggregateamount of any Damages in connection with any breach of a representation or warranty (but not for purposes of determining whether any breach has occurred) any materiality, the Cap less the DeductibleMaterial Adverse Effect or similar qualification contained in or otherwise applicable to such representation or warranty shall be disregarded. (d) Notwithstanding clause (c) aboveSubject to Sections 6.2 and 11.8, to the extent parties acknowledge and agree that the CONE Indemnitees are entitled to indemnification provisions contained in Sections 9.2 and 9.3 shall be the sole and exclusive remedy for Damages arising out of or caused by the breach of any of the representations and warranties, covenants or agreements of the parties contained in this Agreement or any Related Agreement, except for claims arising from fraudany remedies that may be available under the Related Agreements; provided, the Partnership Parties however, that nothing in this Section 9.4(d) shall limit any Person’s right to seek and obtain any equitable relief to which such Person shall be fully liable for such Damages without regard entitled or to seek any remedy on account of fraud on the Deductible part of a party hereto in connection with the transactions contemplated by this Agreement. (e) The parties hereto acknowledge and agree that nothing contained herein is intended to limit or the Cap. For the avoidance of doubt, the Partnership Parties waive any duty to mitigate damages imposed by New York law. (f) No Indemnitor shall be fully liable to an Indemnitee for Damages pursuant to Section 8.1(b) any punitive, consequential, exemplary or Section 8.1(c) without regard to the Deductible or the Capspecial damages for which such Indemnitee seeks indemnification.

Limitations on Indemnification. A Party’s indemnity obligations under this ARTICLE IX shall be subject to the following limitations: (a) To Except with respect to Damages arising out of or resulting from (i) a breach of the extent representations under Section 5.1(a) (Status of the Partnership Indemnitees Seller), Section 5.1(b) (Authorization), Section 5.1(d) (Title to Shares), Section 5.2(a) (Capitalization), Section 5.2(c) (Entity Status) or Section 5.2(t) (Brokers’ Fees) (collectively, the “Seller Fundamental Representations”) or (ii) the Un-Finalized Excluded Liabilities, the maximum aggregate liability of the Sellers for Damages for any matter described under Section 9.1 shall not exceed the General Escrow Amount, which shall be the exclusive source of recovery for such Damages; provided that the maximum aggregate liability of the Sellers for Damages for any matter described under Section 9.1(a)(iii) shall not exceed the Un-Finalized Excluded Liabilities Escrow Amount, which shall be the exclusive source of recovery for such Damages. The maximum aggregate liability of each Seller for Damages arising out of or resulting from a breach of the Seller Fundamental Representations shall not exceed their Pro Rata Share of $47,000,000 less any distributions from the General Escrow Amount, the Un-Finalized Excluded Liabilities Escrow Amount or the Lease Consent Escrow Fund actually paid to the Buyer. (b) Except with respect to Damages arising out of or resulting from a breach of the representations under Section 5.3(a) (Organization of the Buyer), Section 5.3(b) (Authorization), Section 5.3(e) (Brokers’ Fees), Section 5.3(f) (Purchase Price) or Section 5.3(g) (Investment Intent) (collectively, the “Buyer Fundamental Representations”), the maximum aggregate liability of the Buyer for Damages for any matter described under Section 9.2(a) shall not exceed, in the aggregate, an amount equal to the General Escrow Amount. The maximum aggregate liability of the Buyer for Damages arising out of or resulting from a breach of the Buyer Fundamental Representations shall not exceed $47,000,000 less any distributions from the General Escrow Amount, the Un-Finalized Excluded Liabilities Escrow Amount or the Lease Consent Escrow Fund actually paid to the Buyer. (c) No Seller will have Liability to indemnify pursuant to Section 9.1(a)(i), Section 9.1(iv), Section 9.1(a)(vi) or Section 9.1(b) unless and until the aggregate Damages which the applicable Buyer Indemnified Persons are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless recover from the aggregate amount of Damages exceeds Sellers under this Agreement exceed $2,480,000 200,000 (the “Deductible”)) and, and then once such Damages exceed the Deductible, the Sellers shall only to have indemnification Liability for the extent aggregate Damages in excess of any such excessthe Deductible; provided, however, that CONE Gathering such limitations shall not apply to Damages arising out of or resulting from the Seller Fundamental Representations. (d) The Buyer will not have Liability to indemnify pursuant to Section 9.2(a) unless and until the aggregate Damages which the applicable Seller Indemnified Persons are entitled to recover from the Buyer under this Agreement exceed the Deductible and, once such Damages exceed the Deductible, the Buyer shall only have indemnification Liability for the aggregate Damages in excess of the Deductible; provided, however, that such limitations shall not apply to Damages arising out of or resulting from the Buyer Fundamental Representations. (e) Neither the Buyer Indemnified Persons nor the Seller Indemnified Persons shall be entitled to recover (i) more than once for any Damages that may have resulted from the breach of a representation, warranty, covenant or agreement contained in this Agreement from the occurrence of a single event, or (ii) with respect to a matter that was taken into account in any purchase price adjustment under ARTICLE III. (f) Notwithstanding anything contained herein to the contrary, the foregoing limitations shall not apply in the case of a determination of fraud by a final and non-appealable order of judgment of a court of competent jurisdiction. (g) Notwithstanding anything contained herein to the contrary, the amount of any Damages incurred or suffered by a Party shall be calculated after giving effect to (i) any insurance proceeds actually received by the Indemnified Party (or any of its Affiliates) with respect to such Damages, and (ii) any recoveries actually received by the Indemnified Party (or any of its Affiliates) from any third parties. Each Indemnified Party shall act in good faith and use Commercially Reasonable Efforts to obtain such proceeds, benefits and recoveries and shall promptly and diligently pursue such claims relating to any Damages for which it is seeking indemnification hereunder. If any such proceeds or recoveries are received by an Indemnified Party (or any of its Affiliates) with respect to any Damages after an Indemnifying Party has made a payment to the Indemnified Person with respect thereto, the Indemnified Party (or such Affiliate) shall pay to the Indemnifying Party the lesser of (A) the actual amount of such proceeds or recoveries net of any expenses incurred or Taxes payable by such Indemnified Party in collecting or realizing such amount or (B) the actual amount of the indemnification payment previously paid by the Indemnifying Party to the Indemnified Party in respect of such Damages. (h) In no event shall any Party be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches any exemplary or punitive damages, any damages that are speculative or remote, or any damages that are based on lost profits, diminution in value or upon any multiplier of Fundamental Representations) that exceedearnings or any other valuation metric, except, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) aboveeach case, to the extent such damages are included within a claim against an Indemnified Party with respect to a Third Party Claim for which indemnification is available under the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Capterms of this Agreement. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership The Parties shall not be liable for those Damages unless any wages or other compensation of the aggregate amount of Damages exceedsother Party’s employees relating to the time expended by any such employee in connection with addressing, defending or settling a Claim. (i) The Buyer acknowledges that certain consents to the Contemplated Transactions may be required from third parties to Contracts, leases, licenses or other agreements and such consents have not been obtained and may not be obtained. The Buyer agrees that, except as set forth in the aggregateSection 6.7, the Deductible, Sellers and then only Optionholders shall not have any liability whatsoever to any Buyer Indemnified Person (and the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages entitled to assert any claims) arising out of or relating to the failure to obtain any consents that exceedmay have been or may be required in connection with the Contemplated Transactions or because of the default, in the aggregateacceleration or termination of or loss of right under any such Contract, the Cap less the Deductiblelease, license or other agreement or as a result thereof. (dj) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to No indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for payable to a Buyer Indemnified Person with respect to claims asserted by such Damages without regard to Buyer Indemnified Person after the Deductible or expiration of the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to applicable survival period set forth in Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap10.1.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering Purchaser shall not be liable entitled to any indemnification payment for those Damages unless Losses until such time as the total amount of all Losses that have been directly or indirectly suffered or incurred by any one or more of Purchaser Indemnified Parties, or to which any one or more of Purchaser Indemnified Parties has or have otherwise become subject pursuant to such provisions, exceeds Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering in the event that such Losses exceed the Deductible, the Shareholders shall fully indemnify the applicable Purchaser Indemnified Party for all Losses incurred by such Purchaser Indemnified Party in excess of the Deductible. Notwithstanding the foregoing, the limitations set forth above shall not be liable for Damages pursuant apply to Section 8.2(aLosses in connection with indemnification (a) relating to Fundamental Representations, and (but not including Damages for b) relating to breaches of Fundamental Representationsrepresentations and warranties set forth in Section 4.08, and (c) that exceedindemnification obligations under Sections 12.02(c), (f), (p) and (q); provided further, except as set forth in Section 12.05 and Section 12.06 the indemnification obligations of the Shareholder Indemnified Parties hereunder shall not, in the aggregate, $37,200,000 (exceed the “Cap”) less . Notwithstanding any other provision hereof, in no event shall any party be liable to any other party, or to the Deductible. (b) Notwithstanding clause (a) aboveother party’s indemnitees, whether under this Agreement or otherwise, for any punitive damages, except to the extent the Partnership Indemnitees are entitled any Purchaser Indemnified Party is liable to indemnification a third party for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductiblepunitive damages. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification There shall be no liability for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages representations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Buyer Indemnified Parties exceeds Five Hundred Thousand Dollars ($500,000); provided, however, after such amount of Damages exceeds Five Hundred Thousand Dollars ($2,480,000 (the “Deductible”500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars ($250,000), shall be recoverable by the Buyer Indemnified Parties. There shall be no liability for Damages for breaches of representations and then only warranties unless and until the aggregate amount of all Damages for all claims asserted by the Seller Indemnified Parties exceeds Five Hundred Thousand Dollars ($500,000); provided, however, after such amount of Damages exceeds Five Hundred Thousand Dollars ($500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars ($250,000), shall be recoverable by the Seller Indemnified Parties. The limitations set forth in this Section 9.5(a) shall not apply to (i) the extent representations and warranties set forth in Sections 3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.21 (Brokers), 4.2 (Authority for Agreement), 4.3 (No Violation to Result), 4.4 (Company Shares), 4.5 (Brokers), 5.2 (Authority for Agreement), 5.3 (No Violation to Result) and 5.4 (Brokers), or (ii) claims based on criminal matters, fraud or intentional misrepresentation, with respect to which, in each case, all Damages shall be recoverable from the first dollar and shall be counted in determining whether the thresholds in this Section 9.5(a) have been exceeded. For purposes of determining the amount of any such excessDamages with respect to any Breach of any representation, warranty or covenant for purposes of indemnification under this Article IX, any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” or words of similar effect, shall be disregarded; provided, however, that CONE Gathering all such words of qualification or limitation shall be given full effect in determining whether a Breach of any such representation, warranty or covenant has occurred giving rise to rights to indemnification under this Article IX. The indemnification obligations of the Parties and the rights and remedies that may be exercised by any Indemnified Party shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches limited or otherwise affected by or as a result of Fundamental Representations) that exceedany information furnished to, in or any investigation made by or knowledge of, any of the aggregate, $37,200,000 (the “Cap”) less the DeductibleIndemnified Parties or any of their Representatives. (b) Notwithstanding clause (a) above, to The indemnification obligations of the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and Sellers for breaches of Fundamental Representations without regard representations and warranties shall be limited to an amount equal to Five Million Nine Hundred Thousand Dollars ($5,900,000). The indemnification obligations of the Deductible Buyer for breaches of representations and warranties shall be limited to an amount equal to Five Million Nine Hundred Thousand Dollars ($5,900,000). The limitations in this Section 9.5(b) shall not apply to (i) the representations and warranties set forth in Sections 3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.21 (Brokers), 4.2 (Authority for Agreement), 4.3 (No Violation to Result), 4.4 (Company Shares), 4.5 (Brokers), 5.2 (Authority for Agreement), 5.3 (No Violation to Result) and 5.4 (Brokers), or (ii) claims based on criminal matters, fraud or intentional misrepresentation, with respect to which, in each case, no Damages shall be counted in determining whether the Capcap in this Section 9.5(b) has been exceeded. (c) To The amount that may be recovered hereunder by an Indemnified Party shall be reduced by an amount equal to any insurance recovery actually received by the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only Indemnified Party (except to the extent of any repayment or increase in past, present or future insurance premiums or other similar repayment mechanisms payable following the date of the claim giving rise to such excess; providedincrease, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (ddetermined on a present value basis) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties and shall be fully liable appropriately adjusted for calculations of the related Tax consequences and for the time value of money. The Buyer shall have the right to determine in its sole discretion whether to pursue any such Damages without regard to the Deductible insurance or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapTax recovery.

Limitations on Indemnification. Except for claims arising out of fraud or intentional misrepresentation: (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(aA (i) (but not including Damages for breaches of Fundamental Representations), CONE Gathering Seller Indemnified Party shall not be liable for those Damages entitled recover any Losses under Section 13.2(b)(i) in respect of any breach or inaccuracy of any of the representations and warranties made by Buyer in the Transaction Agreements (other than any Buyer Fundamental Representation) and (ii) Buyer Indemnified Party shall not be entitled to recover any Losses under Section 13.2(a)(i) in respect of any breach or inaccuracy of any representations or warranties made by the Sellers in the Transaction Agreements (other than any Seller Fundamental Representation), in each case unless and until the aggregate amount of Damages exceeds all Losses is at least Five Hundred Thousand Dollars ($2,480,000 500,000) (the “DeductibleBasket”), after which the applicable Buyer Indemnified Parties shall be entitled to recover the amount of all of such Losses from the first dollar of such Losses without regard to the Basket. (b) The maximum aggregate amount of Losses that the Buyer Indemnified Parties shall be entitled to recover: (i) under Section 13.2(a)(i): (i) in respect of any breach of or inaccuracy in any representations or warranties made by the Sellers (other than any Seller Fundamental Representation) set forth in any Transaction Agreement shall be limited to the amount then available in the Escrow Fund, and (ii) in respect of any breach of or inaccuracy in any Seller Fundamental Representation shall be limited to One Hundred Twenty Million Dollars ($120,000,000); (ii) for fraud, intentional misrepresentation, or under Sections 13.2(a)(ii) through 13.2(a)(vi) shall be unlimited; and (iii) under Section 13.2(a)(vii) shall be limited to the amount then only available in the Escrow Fund plus the aggregate amounts actually paid by Buyer or Acquisition Sub under the Transition Services Agreement (provided, that notwithstanding anything in the Transition Services Agreement to the contrary, any amounts accrued but unpaid by Buyer owed to the Sellers will be forfeited by the Sellers to the extent necessary to satisfy such recovery). (c) The maximum aggregate amount of Losses that the Seller Indemnified Parties shall be entitled to recover: (i) under Section 13.2(b)(i): (i) in respect of any breach of or inaccuracy in any representations or warranties made by Buyer (other than any Buyer Fundamental Representation) set forth in this Agreement shall be limited to Twelve Million Dollars ($12,000,000) as reduced by any Losses recovered by the Seller Indemnified Parties, and (ii) in respect of any breach of or inaccuracy in any Buyer Fundamental Representation shall be limited to One Hundred Sixteen Million Three Hundred Thousand Dollars ($116,300,000); and (ii) for fraud, intentional misrepresentation or under Sections 13.2(b)(ii) through 13.2(b)(iii) shall be unlimited. (d) So long as the amount available in the Escrow Fund (calculated for all purpose as if the value of a share of the Buyer Common Stock were equal to (i) the Closing Date Price, if there is no Additional Stock Consideration, or (ii) the Effective Date Price, if there is Additional Stock Consideration) exceeds the aggregate amount of all claims for indemnification, compensation or reimbursement that have been asserted but not resolved, the Buyer Indemnified Parties shall seek to recover amounts in respect of any claims for indemnification, compensation or reimbursement under Section 13.2(a) from the Escrow Fund prior to seeking to recover amounts in respect of such excessclaims directly from the Sellers or Parent Holders; provided, however, that CONE Gathering to the extent any amounts are released from the Escrow Fund to any Buyer Indemnified Party with respect to claims for indemnification that are not subject to the limitation set forth in Section 13.3(a), such recovered amounts shall not be liable reduce the amount that the Buyer Indemnified Parties may recover with respect to claims for Damages pursuant indemnification, compensation or reimbursement that are subject to the limitation contained in Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible13.3(a). (be) Notwithstanding clause (a) above, to In determining the extent amount of Losses for which the Partnership Indemnitees are Indemnified Party is entitled to indemnification for Damages for claims arising from fraud under this Article 13, the gross amount of the indemnification will be reduced by (i) any insurance proceeds actually received by the Indemnified Party (excluding any costs incurred by an Indemnified Party in recovering or related seeking to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(arecover any insurance proceeds), and (ii) all amounts actually recovered by the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excessIndemnified Party under contractual indemnities from third Persons; provided, however, that the Partnership Parties unless required by applicable Law, no Indemnified Party shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductiblehave any obligation to seek recover under any insurance policy or from any third party Persons. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To The rights of the extent Parent Indemnitees to indemnification pursuant to the Partnership provisions of Section 9.2(a) are subject to the following limitations: (i) except for Losses arising from any breach or inaccuracy of any Company Fundamental Representation or the representations or warranties in Section 4.2 (which shall not be subject to the following limitation), the Parent Indemnitees are shall not be entitled to indemnification for Damages recover Losses pursuant to Section 8.2(a9.2(a)(i) (but not including Damages for breaches until the total amount of Fundamental RepresentationsLosses which the Parent Indemnitees would recover under Section 9.2(a)(i), CONE Gathering but for this Section 9.4(a), exceeds $7,000,000, in which case, the Parent Indemnitees shall only be entitled to recover Losses in excess of such amount; (ii) except for Losses arising from any breach or inaccuracy of any Company Fundamental Representation or the representations or warranties in Section 4.2 (which shall not be liable for those Damages unless subject to the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”following limitation), and then only to the extent of any such excess; provided, however, that CONE Gathering Parent Indemnitees shall not be liable entitled to recover for Damages any particular Loss (including any series of related Losses) pursuant to Section 8.2(a9.2(a)(i) unless such Loss (but including any series of related Losses) equals or exceeds $100,000; and (iii) the maximum Losses indemnifiable pursuant to Section 9.2(a) and Section 9.2(b) shall be the Escrow Amount, and the Escrow Amount shall be the sole and exclusive source of recovery with respect to such Losses. Notwithstanding anything to the contrary in this Agreement, the limitations contained in Section 9.4(a)(i) and Section 9.4(a)(ii) above shall not including Damages for breaches of Fundamental Representationsapply to any claims made pursuant to Section 9.2(b). Any claim reasonably identified by a Parent Indemnitee or a Group Company as a claim made pursuant to Section 9.2(b) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductibleshall not be treated as a claim made pursuant to Section 9.2(a). (b) Notwithstanding clause (a) above, The rights of the Securityholder Indemnitees to indemnification pursuant to the extent provisions of Section 9.2(c) are subject to the Partnership following limitations: (i) except for Losses arising from any breach or inaccuracy of any Parent Fundamental Representation (which shall not be subject to the following limitation), the Securityholder Indemnitees are shall not be entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages recover Losses pursuant to Section 8.2(b9.2(c)(i) until the total amount of Losses which the Securityholder Indemnitees would recover under Section 9.2(c)(i), but for this Section 9.4(b), exceeds $7,000,000, in which case, the Securityholder Indemnitees shall only be entitled to recover Losses in excess of such amount; (ii) except for Losses arising from any breach or Section 8.2(c) and for breaches inaccuracy of any Parent Fundamental Representations without regard Representation (which shall not be subject to the Deductible following limitation), the Securityholder Indemnitees shall not be entitled to recover for any particular Loss (including any series of related Losses) pursuant to Section 9.2(c)(i) unless such Loss (including any series of related Losses) equals or exceeds $100,000; and (iii) the Capmaximum Losses indemnifiable pursuant to Section 9.2(c) shall be $46,000,000. (c) To The rights of the extent Parent Indemnitees or the CONE Securityholder Indemnitees to indemnification pursuant to the provisions of Section 9.2 are subject to the following limitations: (i) the amount of any and all Losses shall be determined net of any amounts actually received by the Parent Indemnitees or Securityholder Indemnitees, as applicable, under insurance policies or from other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement) with respect to such Losses; (ii) neither the Parent Indemnitees nor the Securityholder Indemnitees, respectively, shall be entitled to indemnification for Damages pursuant to Section 8.1(a9.2(a) or Section 9.2(c), respectively, for any Loss to the extent that prior to the date hereof the Group Companies or the Parent Group Companies, respectively, recorded a reserve in their consolidated books and records with respect to such Loss; and (iii) neither the Parent Indemnitees nor the Securityholder Indemnitees shall be entitled to recover or make a claim for any amounts in respect of any consequential damages (including loss of revenue, income or profits, loss or diminution in value of assets or securities or punitive damages and, in particular, consequential damages calculated by “multiple of profits” or “multiple of cash flow” or other valuation methodology, and in no case shall any such valuation methodology be used in calculating the amount of any Losses) or punitive, special or exemplary damages. Notwithstanding anything contained herein to the contrary, on the date that the Escrow Amount is reduced to zero (0), the Partnership Parties Parent Indemnitees shall not be liable for those Damages unless have no further rights to indemnification under Section 9.2(a) and Section 9.2(b). Notwithstanding anything contained herein to the contrary, on the date that the aggregate amount of Damages exceeds, in paid to all Securityholder Indemnitees pursuant to this Article 9 equals the aggregateEscrow Amount, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties Securityholder Indemnitees shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled have no further rights to indemnification under Section 9.2(c). The Parent Indemnitees and the Securityholder Indemnitees shall use their commercially reasonable efforts to collect any amounts available under any insurance coverage or from any collateral source as referred to in Section 9.4(c)(i). In any case where a Parent Indemnitee recovers, under insurance policies or from other collateral sources, any amount in respect of a matter for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for which such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages Parent Indemnitee was indemnified pursuant to Section 8.1(b9.2(a) or Section 8.1(c) without regard 9.2(b), such Parent Indemnitee shall promptly pay over to the Deductible Escrow Agent for re-inclusion in the Escrow Amount the amount so recovered (after deducting therefrom the amount of the expenses incurred by such Parent Indemnitee in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid out of the Escrow Amount to or on behalf of such Parent Indemnitee in respect of such matter and (ii) any amount expended by the CapSecurityholders’ Representative or any Securityholder Indemnitee in pursuing or defending any claim arising out of such matter.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification There shall be no liability for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages representations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Buyer Indemnified Parties exceeds Five Hundred Thousand Dollars ($500,000); provided, however, after such amount of Damages exceeds Five Hundred Thousand Dollars ($2,480,000 (the “Deductible”500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars ($250,000), shall be recoverable by the Buyer Indemnified Parties. There shall be no liability for Damages for breaches of representations and then only warranties unless and until the aggregate amount of all Damages for all claims asserted by the Seller Indemnified Parties exceeds Five Hundred Thousand Dollars ($500,000); provided, however, after such amount of Damages exceeds Five Hundred Thousand Dollars ($500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars (b) The indemnification obligations of the Sellers for breaches of representations and warranties shall be limited to an amount equal to Ten Million Dollars ($10,000,000). The indemnification obligations of the Buyer for breaches of representations and warranties shall be limited to an amount equal to Ten Million Dollars ($10,000,000). The foregoing limitations in this Section 9.5(b) above shall not apply to (i) the representations and warranties set forth in Section 3.2 (Authority), Section 3.4 (Capitalization), Section 3.8 (Employee Benefit Plans), Section 3.10 (Taxes), the Selected Government Contracts Sections, Section 3.20 (Brokers), Section 4.3 (Company Shares), Section 4.4 (Brokers) and Section 5.7 (Brokers), (ii) claims regarding Buyer’s obligation to pay the Second Per Share Post-Closing Amount or (iii) claims based on criminal matters, fraud or intentional misrepresentation, with respect to which, in each case, no Damages shall be counted in determining whether the cap in this Section 9.5(b) has been exceeded. (c) For purposes of determining 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 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. (d) The amount that may be recovered hereunder by an Indemnified Party shall be reduced by an amount equal to any insurance recovery actually received by the Indemnified Party (except to the extent of any repayment or increase in past, present or future insurance premiums or other similar repayment mechanisms payable following the date of the claim giving rise to such excess; providedincrease, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(adetermined on a present value basis) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering and shall be fully liable appropriately adjusted for such Damages without regard to calculations of the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) related Tax consequences and for breaches the time value of Fundamental Representations without regard money. The Buyer shall have the right to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled determine in its sole discretion whether to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of pursue any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductibleinsurance or Tax recovery. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled The Seller and Guarantor shall not be required to indemnification for Damages indemnify any Buyer Indemnitee pursuant to Section 8.2(a6.3(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless until such time as the aggregate amount of Damages for which Buyer Indemnitees are otherwise entitled to indemnification pursuant to this Agreement exceeds $2,480,000 (150,000, at which time the “Deductible”)Seller and Guarantor shall be obligated to indemnify the Buyer Indemnitees for the full amount of such Damages including such $150,000 amount, and then only subject to the extent limitations of any such excessthis Section 6. The standard of what is “material” for purposes of determining whether a Representation that is qualified by the words “material” or “materially” or “Material Adverse Effect” is breached shall be $50,000 per item or group of related items; provided, however, that CONE Gathering if such a Representation is breached then Damages for such breach shall nonetheless include all Damages below the threshold of materiality. Notwithstanding anything to the contrary in this Section 6.6(a), the threshold limits imposed by this Section 6.6(a) shall not be liable for apply to any Damages pursuant to arising out of or in connection with indemnification regarding (i) the Representations set forth in Section 8.2(a2.18 (Tax Matters), Section 2.21 (Environmental Matters), or Section 2.7(c) (but not including Damages for breaches Net Debt), (ii) any Excluded Liability, or (iii) acts of Fundamental Representations) that exceedfraud, in deceit, or intentional misrepresentation by the aggregate, $37,200,000 (Seller or the “Cap”) less the DeductibleGuarantor or any of their Representatives. (b) All or any portion of any amounts paid to the Buyer Indemnitees by the Seller or the Guarantor shall reduce, on a dollar-for-dollar basis, the maximum aggregate Liability of the Seller and Guarantor set forth in this Section 6.7, where applicable. (c) The aggregate maximum amount payable by the Seller and Guarantor with respect to any and all claims for indemnification under this Agreement shall not exceed Four Million Dollars ($4,000,000.00); provided, however, that such $4,000,000 limit shall not apply to Damages arising from (i) a breach of the Representations set forth in Section 2.8(a) (Liabilities), Section 2.11 (Title to Assets), Section 2.18 (Tax Matters), or Section 2.21 (Environmental Matters), (ii) any Excluded Liability, or (iii) acts of fraud, deceit, or intentional misrepresentation by the Seller or the Guarantor or any of their Representatives. (d) Notwithstanding clause (a) aboveanything to the contrary herein, the Seller and the Guarantor shall not be obligated to indemnify against any Damages to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to are taken into account in determining the Deductible or Net Debt of the Cap. Seller as of the Closing Date. (e) For the avoidance of doubt, CONE Gathering shall be fully liable notwithstanding the fact that Seller’s Liability for Damages any breach of the Representations set forth in this Agreement is an “Excluded Liability” pursuant to Section 8.2(b) or 1.3(b), the exclusion of Excluded Liabilities from the limitations in Section 8.2(c6.7(a) and 6.7(c) shall not affect the application of such limitations to Seller’s obligations to indemnify Buyer Indemnitees for breaches Damages arising under a claim for breach of Fundamental Representations Section 2 of this Agreement, but Seller shall be obligated nonetheless to indemnify Buyer Indemnitees under Section 6.3(c) without regard for the limitations under Section 6.7(a) and Section 6.7(c) to the Deductible extent that Buyer Indemnitees suffer Damages that arise directly or the Capindirectly from or as a direct or indirect result of, or are directly or indirectly connected with any Excluded Liabilities other than Damages under a claim for breach of Section 2 of this Agreement. (cf) To the extent the CONE Indemnitees are entitled The Buyer shall not be required to indemnification for Damages indemnify any Seller Indemnitee pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless 6.4(a) until such time as the aggregate amount of Damages exceedsfor which Seller Indemnitees are otherwise entitled to indemnification pursuant to this Agreement exceeds $150,000, in at which time the aggregateBuyer shall be obligated to indemnify the Seller Indemnitees for the full amount of such Damages including such $150,000 amount, the Deductible, and then only subject to the extent limitations of any such excessthis Section 6. The standard of what is “material” for purposes of determining whether a Representation that is qualified by the words “material” or “materially” or “Material Adverse Effect” is breached shall be $50,000 per item or group of related items; provided, however, that if such a Representation is breached then Damages for such breach shall nonetheless include all Damages below the Partnership Parties threshold of materiality. The aggregate maximum amount payable by the Buyer with respect to any and all claims for indemnification under this Agreement shall not be liable exceed Four Million Dollars ($4,000,000.00); provided, however, that such $4,000,000 limit shall not apply to claims for Damages that exceedarising from acts of fraud, in deceit, or intentional misrepresentation by the aggregateBuyer or any of its Representatives. All or any portion of any amounts paid by Buyer to the Seller Indemnitees shall reduce, on a dollar-for-dollar basis, the Cap less maximum aggregate Liability of the DeductibleBuyer set forth in this Section 6.7(f). (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a8.2 (a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering the P66 Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 3,000,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering the P66 Parties shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 130,500,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, Damages for breach of the representations or warranties in Section 3.14), the P66 Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering the P66 Parties shall be fully liable for Damages pursuant to Section Sections 8.2(b), 8.2(c) or Section 8.2(c8.2(d) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE P66 Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE P66 Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To The obligations of Seller for a breach of a representation or warranty contained in this Agreement and from subclause (a) of Section 11.2, and the extent the Partnership Indemnitees are entitled obligations of Buyer for a breach of a representation or warranty contained in this Agreement and/or from subclause (a) of Section 11.3, respectively, shall each not exceed an aggregate amount equal to indemnification for Damages pursuant to Section 8.2(aFive Hundred Thousand Dollars ($500,000) (but not including Damages for breaches of Fundamental Representationsthe "CAP AMOUNT"), CONE Gathering shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause the indemnification obligations arising in subclause (a) aboveof Section 11.2 and subclause (a) of Section 11.3, neither Seller nor Buyer shall be liable for the first Twenty-Five Thousand Dollars ($25,000) (the "THRESHOLD AMOUNT") in aggregate damages sustained by Buyer Indemnitees or Seller Indemnitees, respectively, pursuant to the extent the Partnership indemnification obligations arising in subclause (a) of Section 11.2 and subclause (a) of Section 11.3 or a breach of a representation or warranty in this Agreement; provided Buyer Indemnitees are and Seller Indemnitees shall be entitled to indemnification for Damages for claims arising from fraud damages in excess of such Threshold Amount (but not to exceed the Cap Amount) in the event damages to such Buyer Indemnitees or related to or arising from Taxes, CONE Gathering shall be fully liable for Seller Indemnitees exceed such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the CapThreshold Amount. (c) To Notwithstanding anything herein to the extent contrary, the CONE Indemnitees are entitled Cap Amount and the Threshold Amount shall not apply to (i) any indemnification for Damages obligation of Seller or Buyer arising as a result of fraud, willful breach or intentional misrepresentation, or (ii) any liquidated damages payable to Seller pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible14.2. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering the P66 Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 2,360,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering the P66 Parties shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 23,600,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, Damages for breach of the representations or warranties in Section 3.14), the P66 Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering the P66 Parties shall be fully liable for Damages pursuant to Section Sections 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE P66 Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE P66 Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership The Buyer Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages entitled to recover under SECTION 12.01 unless a claim has been asserted by written notice, specifying the aggregate amount details of Damages exceeds $2,480,000 (the “Deductible”), and then only matter giving rise to the extent indemnity claim to HGHC on or prior to the two (2) year anniversary of any such excessthe Closing Date; provided, howeverhowever that there shall be no limitation on the time for submitting a claim for or arising out of or related to (i) the Merger Lawsuits, or (ii) an allegation of breach of the representations in the first two sentences of SECTION 2.02, clause (a) of the fourth sentence in SECTION 2.02 and SECTION 2.03; provided, further, that CONE Gathering shall not be liable for Damages the indemnity claim made pursuant to Section 8.2(aSECTION 2.09 must be asserted within sixty (60) days of the end of the applicable statute of limitations period, after giving effect to any extensions thereof (but not and including Damages any applicable statute of limitations for breaches a taxable year of Fundamental Representationsthe Surviving Corporation for which a breach of SECTION 2.09(a) that exceed, could result in an increased liability for Taxes of the aggregate, $37,200,000 (the “Cap”) less the DeductibleSurviving Corporation). (b) Notwithstanding clause The Buyer Indemnitees shall not be entitled to recover under SECTION 12.01: (ai) above, to the extent the Partnership aggregate claims for Indemnity Losses of the Buyer Indemnitees are less then $1,000,000 (the "Basket") or exceed $13,950,000 (whether such amounts have been paid directly by HGHC or out of the Indemnification Escrow, collectively, the "Cap"), except as otherwise provided in SECTION 12.08; PROVIDED THAT if the aggregate of all claims for Indemnity Losses equals or exceeds the Basket, then Buyers shall be entitled to indemnification recover for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for all such Damages without regard Indemnity Losses subject to the Deductible limitations in this SECTION 12.06(b) or (ii) to the Cap. For extent the avoidance subject matter of doubtthe claim is covered by insurance (including title insurance) and such insurance is collected by 50 the Buyer Indemnitees; or (iii) to the extent that the matter in question, CONE Gathering shall be fully liable for Damages taken together with all similar matters, does not exceed the amount of any reserves with respect to such matters which are reflected in the Financial Statements; or (iv) to the extent the matter in question was taken into account in the computation of the Merger Consideration pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) ARTICLE I. To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a)subject matter of a claim is covered by a reserve reflected in the Financial Statements, the Partnership Parties value of such claim shall not be liable included in determining whether the aggregate Indemnity Losses equal or exceed the Basket. If HGHC pays Buyer Indemnitees for those Damages unless a claim and subsequently insurance in respect of such claim is collected by the Buyer Indemnitees then Buyer Indemnitees shall remit the money back to HGHC. In addition, if HGHC pays Buyer Indemnitees for a claim and subsequently the Buyer Indemnitees or their shareholders realize a net Tax benefit as a result of any expense, payment or other item giving rise to such indemnification payment, the Buyers shall pay to HGHC the aggregate amount of Damages exceeds, in such net Tax benefit as soon as practicable following the aggregate, realization of such benefit. The guidelines for determining the Deductibleamount and timing of the realization, and then only the provision for subsequent adjustments, of net Tax benefits set forth in SECTION 11.02(b) shall apply for purposes of this SECTION 12.06(b). HGHC and the Buyers agree to treat any payments in respect of Indemnity Losses as adjustments to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the DeductibleMerger Consideration. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) To The Seller shall not have any obligation to provide indemnification for Losses of the type identified in clause (a) of Section 12.2 (excluding Losses that arise from a breach of any Fundamental Representation or Tax Representation) or clauses (b) or (c) of Section 12.2 (other than Losses arising from a breach of any covenants or agreements to be performed by the Seller after the Closing) (“Purchaser Covered Losses”), except to the extent that (i) the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) Purchaser Covered Loss arising from any specific breach exceeds $50,000 (but not including Damages for breaches of Fundamental Representationsthe “Per Occurrence Basket”), CONE Gathering in which case the Seller shall not (subject to the other limitations contained elsewhere in this Section 12.5, including the limitation provided for in clause (ii) below) be liable under this Article XII for those Damages unless the entire amount of such Covered Loss arising from the applicable breach (including the portion that is less than the Per Occurrence Basket) and (ii) the aggregate amount of Damages all Purchaser Covered Losses exceeds $2,480,000 5,000,000 (the “DeductibleAggregate Basket”), and then only to in which case the extent of any such excess; provided, however, that CONE Gathering Seller shall not be liable under this Article XII only for Damages pursuant to Section 8.2(a) (but not including Damages Purchaser Covered Losses which exceed the Aggregate Basket; provided that, for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties limitation on indemnification set forth in this paragraph (a) shall not apply to any Losses resulting from breaches of or inaccuracies in the Fundamental Representations, Tax Representations or Losses resulting from breaches of covenants or agreements to be fully liable performed after the Closing Date (including Section 7.9(i) and (j)). (b) The maximum obligation of the Seller to provide indemnification for Damages all Purchaser Covered Losses incurred by the Purchaser Indemnified Parties, together with that portion of all Losses incurred by the Company or its Subsidiaries in connection with any New Contractual Disputes for which the Seller is responsible pursuant to Section 8.1(b7.16 (unless excluded pursuant to the notice described in Section 7.16(d)), shall be limited to an aggregate amount equal to $40,000,000; provided that, for the avoidance of doubt, the limitation on indemnification set forth in this paragraph (b) shall not apply to any Losses resulting from breaches of or inaccuracies in the Fundamental Representations, the Tax Representations or breaches of covenants or agreements to be performed after the Closing Date (including Section 7.9(i) and (j)). (c) The Purchaser shall not have any obligation to provide indemnification for Losses of the type identified in clause (a) of Section 12.3 (other than Losses that arise from a breach of a Fundamental Representation) or clauses (b) or (c) of Section 8.1(c12.3 (other than Losses arising from breaches of covenants or agreements to be performed after the Closing) without regard (“Seller Covered Losses”), except to the Deductible extent that (i) the Seller Covered Loss arising from any specific breach exceeds the Per Occurrence Basket, in which case the Purchaser shall (subject to the other limitations contained elsewhere in this Section 12.5, including the limitation provided for in clause (ii) below) be liable under this Article XII for the entire amount of such Seller Covered Loss arising from the applicable breach (including the portion that is less than the Per Occurrence Basket) and (ii) the aggregate amount of all Seller Covered Losses exceeds the Aggregate Basket, in which case the Purchaser shall be liable under this Article XII only for Seller Covered Losses which exceed the Aggregate Basket; provided that for the avoidance of doubt, the limitation on indemnification set forth in this paragraph (c) shall not apply to any Losses for which the Purchaser is responsible pursuant to the terms of Section 7.16 or Losses resulting from breaches of covenants and agreements to be performed after the CapClosing Date. (d) No member of the Seller Group shall have any rights of subrogation or similar rights with respect to the Company or any of its Subsidiaries on and following the Closing Date in connection with any indemnification obligations under this Agreement. (e) Notwithstanding anything to the contrary contained in this Article XII, any amount payable by Seller pursuant to Section 12.2 in respect of any Losses shall be decreased by the full amount of any reserve or accrual in respect of such Losses reflected on the Final Balance Sheet.

Limitations on Indemnification. (a) To the extent that the Partnership Indemnitees Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.2(a9.1(a) or Section 9.1 (but not including Damages for breaches of Fundamental Representationsb), CONE Gathering the Contributing Parties shall not be liable for those such Damages unless until the aggregate amount of all such Damages exceeds $2,480,000 1.0% of the dollar value of the Aggregate Consideration as of the Closing Date (the “DeductibleThreshold Amount”), and then only then, subject to the extent of any such excess; providedfollowing sentence, however, that CONE Gathering the Contributing Parties shall not be liable for Damages pursuant all such Damages, whether incurred before or after the Threshold Amount was exceeded. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 8.2(a9.1(a) (but not including Damages for breaches exceed 15.0% of Fundamental Representations) that exceed, in the aggregate, $37,200,000 dollar value of the Aggregate Consideration as of the Closing Date (the “CapCeiling Amount”). Notwithstanding the foregoing, (i) the Threshold Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Sections 3.1, 3.2, 3.4 and 3.17 (collectively, the “Contributing Parties Fundamental Representations”) less and (ii) the DeductibleCeiling Amount shall not apply to inaccuracies, violations or breaches of any of the Contributing Parties Fundamental Representations, provided the Contributing Parties’ aggregate liability for a breach of the Contributing Parties Fundamental Representations shall not exceed an amount equal to the dollar value of the Aggregate Consideration as of the Closing Date. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.1(a9.2(a) or Section 9.2(b), the Partnership Parties shall not be liable for those such Damages unless until the aggregate amount of all such Damages exceedsexceeds the Threshold Amount, in and then, subject to the aggregatefollowing sentence, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Contributing Parties shall not be liable for Damages that exceedall such Damages, whether incurred before or after the Threshold Amount was exceeded. In no event shall the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(a) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Threshold Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Sections 4.1, 4.2, 4.4 and 4.6 (the aggregate“Partnership Fundamental Representations”) and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of any of the Cap less Partnership Fundamental Representations, provided the DeductiblePartnership Parties’ aggregate liability for a breach of the Partnership Fundamental Representations shall not exceed an amount equal to the dollar value of the Aggregate Consideration as of the Closing Date. (c) [Intentionally Omitted.] (d) Notwithstanding clause The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(a) (c) above, to the extent relating to any inaccuracy, violation or breach of a representation or warranty in Sections 3.1(b), 3.1(c), 3.4(b) or 3.4(c) or in Sections 3.5 through 3.16) relating to Damages suffered or incurred by the CONE Indemnitees Partnership Indemnified Parties, attributable to SemCrude Pipeline or White Cliffs Pipeline or their respective assets, businesses or operations, shall be limited to Damages actually suffered or incurred by the Partnership Indemnified Parties. For purposes of illustration (and without limiting the generality of the foregoing), in the event any Damages are entitled to indemnification for suffered or incurred by SemCrude Pipeline or White Cliffs Pipeline, the Damages for claims arising from fraud, suffered or incurred by the Partnership Parties shall would be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt66.66% and 34% thereof, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Caprespectively.

Limitations on Indemnification. (a) To the extent that the Partnership Indemnitees Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.2(a9.1(a) (but not including Damages for breaches of Fundamental Representationsor Section 9.1(b), CONE Gathering the Contributing Parties shall not be liable for those such Damages unless until the aggregate amount of all such Damages exceeds $2,480,000 1.0% of the dollar value of the Aggregate Consideration as of the Closing Date (the “DeductibleThreshold Amount”), and then only then, subject to the extent of any such excess; providedfollowing sentence, however, that CONE Gathering the Contributing Parties shall not be liable for Damages pursuant all such Damages, whether incurred before or after the Threshold Amount was exceeded. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 8.2(a9.1(a) (but not including Damages for breaches exceed 15.0% of Fundamental Representations) that exceed, in the aggregate, $37,200,000 dollar value of the Aggregate Consideration as of the Closing Date (the “CapCeiling Amount”). Notwithstanding the foregoing, (i) the Threshold Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Sections 3.1, 3.2, 3.3(a)(v), 3.4 and 3.17 (collectively, the “Contributing Parties Fundamental Representations”) less and (ii) the DeductibleCeiling Amount shall not apply to inaccuracies, violations or breaches of any of the Contributing Parties Fundamental Representations, provided the Contributing Parties’ aggregate liability for a breach of the Contributing Parties Fundamental Representations shall not exceed an amount equal to the dollar value of the Aggregate Consideration as of the Closing Date. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 8.1(a9.2(a) or Section 9.2(b), the Partnership Parties shall not be liable for those such Damages unless until the aggregate amount of all such Damages exceedsexceeds the Threshold Amount, in and then, subject to the aggregatefollowing sentence, the DeductibleContributing Parties shall be liable for all such Damages, whether incurred before or after the Threshold Amount was exceeded. In no event shall the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(a) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Threshold Amount shall not apply to inaccuracies, violations or breaches of representations and then only warranties contained in Sections 4.1, 4.2, 4.4 and 4.6 (the “Partnership Fundamental Representations”) and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of any of the Partnership Fundamental Representations, provided the Partnership Parties’ aggregate liability for a breach of the Partnership Fundamental Representations shall not exceed an amount equal to the dollar value of the Aggregate Consideration as of the Closing Date. (c) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(a) (to the extent relating to any inaccuracy, violation or breach of any such excess; provideda representation or warranty in Sections 3.1(b), however3.1(c), that 3.4(b) or 3.4(c) or in Sections 3.5 through 3.16) relating to Damages suffered or incurred by the Partnership Parties Indemnified Parties, attributable to GMH or Wattenberg Holding or their respective assets, businesses or operations, shall not be liable for limited to Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, actually suffered or incurred by the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapIndemnified Parties.

Limitations on Indemnification. (a) To Subject to the extent following sentence, the Partnership Indemnitees are entitled to Indemnified Persons may not recover Losses from the Escrow Fund (or by Redemption Consideration Offsets) in respect of any claim for indemnification for Damages pursuant to under Section 8.2(a7.2(a)(i) (but not including Damages for breaches of Fundamental Representations)or under Section 7.2(a)(ix) unless and until Losses otherwise recoverable thereunder have been incurred, CONE Gathering shall not be liable for those Damages unless the paid or properly accrued in an aggregate amount of Damages exceeds greater than $2,480,000 3,500,000 (the “Indemnification Deductible”). Notwithstanding the foregoing sentence, the Indemnified Persons will be entitled to recover for, and then only the Indemnification Deductible will not apply to, any Losses with respect to the extent any breach of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to representation or warranty made in Section 8.2(a2.2 (Capitalization) or Section 2.3(a) (but not including Damages for breaches of Fundamental RepresentationsAuthority) that exceed, in the aggregate, $37,200,000 (the “CapFundamental Company Representations”) less or Section 2.9 (Taxes). Once the Indemnification Deductible has been exceeded, the Indemnified Persons will be entitled to recover only Losses in excess of the Indemnification Deductible, subject to this ARTICLE 7. (b) Notwithstanding clause (a) above, Recovery by Indemnified Persons of their Losses and liability therefor by the Indemnifying Securityholders in aggregate will be subject to the extent following limitations: (i) Other than with respect to breaches of any Fundamental Company Representations pursuant to Section 7.2(a)(i) and claims pursuant to Section 7.2(a)(vi), an Indemnified Person may recover Losses pursuant to this ARTICLE 7 only from the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard Escrow Fund (and Redemption Consideration Offsets) and only subject to the Deductible other limitations set forth in this ARTICLE 7. (ii) With respect to breaches of the Fundamental Company Representations and claims pursuant to Section 7.2(a)(vi), an Indemnified Person may recover Losses pursuant to this ARTICLE 7 (A) first from the Escrow Fund (and Redemption Consideration Offsets) and (B)(1) if the aggregate amount paid in satisfaction of Liability Claims (including Liability Claims for breaches or inaccuracies in the Cap. Fundamental Company Representations) set forth in all Claims Notices delivered to the Escrow Agent and the Representative prior to the Special Claim Period Expiration Date exceeds the then-existing Escrow Fund (including corresponding Redemption Consideration Offsets) or (2) after the Special Claim Period Expiration Date, directly from each Indemnifying Securityholder according to its Indemnification Percentage of such Losses, not to exceed (inclusive of all other such Losses paid pursuant to this ARTICLE 7) the Merger Consideration (or Blocker Merger Consideration or Redemption Consideration) received by it pursuant to this Agreement (or, as applicable, the Blocker Purchase Agreement or a Repurchase Agreement). (iii) For the avoidance of doubt, CONE Gathering shall be fully liable (A) an Indemnified Person may recover Losses for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard General Indemnity Claims only from the Escrow Amount in the Escrow Fund (including corresponding Redemption Consideration Offsets), only if the Claim Notice with respect thereto is delivered prior to the Claim Period Expiration Date, and (B) an Indemnified Person may recover Losses for General Indemnity Claims described on Schedule 7.2(a)(ix) only after the Indemnification Deductible or the Capis exceeded as described in Section 7.3(a). (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a)Except as otherwise required by applicable Law, the Partnership Parties shall not be liable parties will treat any indemnification payments made hereunder as an adjustment to the Merger Consideration as specified in Section 1.4 for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, accounting and then only Tax purposes except to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the DeductibleLaws of a particular jurisdiction provide otherwise. (d) No Indemnifying Securityholder will have any right of contribution, right of indemnity or other right or remedy against Parent or the Surviving Entity in connection with any indemnification obligation or any other liability to which such Indemnifying Securityholder may become subject under or in connection with this Agreement. (e) Notwithstanding clause the remedies available to the Indemnified Persons hereunder, the right of Parent or any other Indemnified Persons to pursue Action for any other remedies or relief under any Related Agreement against the counterparties thereto will not be available hereunder or limited hereby. (cf) above, The amount of Loss for which indemnification is provided under this ARTICLE 7 shall be net of any Tax benefits actually realized by an Indemnified Person in connection with such claim or recovery in the year of such indemnity payment or earlier. (g) In no event will Losses include punitive or exemplary damages except to the extent paid to a third party. (h) Each Indemnified Person shall mitigate all Losses for which they may be entitled to indemnification hereunder (including from the CONE Indemnitees are Escrow Fund) to the fullest extent required by applicable Law. (i) No Indemnified Person shall be entitled to indemnification for Damages for claims arising any Loss to the extent that the matter giving rise thereto was deducted from fraud, the Partnership Parties calculation of the Merger Consideration. (j) The amount of any Loss subject to indemnification hereunder shall be fully liable calculated net of any cash amounts actually recovered by any Indemnified Person or any such Indemnified Person’s Affiliates under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract (including for breach thereof) pursuant to or under which such Indemnified Person or any of such Indemnified Person’s Affiliates is a party or has rights (a “Third Party Recovery”). If an Indemnifying Securityholder has indemnified any Indemnified Person under this ARTICLE 7 (including from the Escrow Fund or through Redemption Consideration Offsets) for any Losses that are actually recovered by any Indemnified Person in any Third Party Recovery (net of any increases in premiums and costs of recovery), then Parent will reimburse the Indemnifying Securityholders (pro rata according to their respective Indemnification Percentages or, if such indemnification was from the Escrow Fund and Redemption Consideration Offsets, Escrow Release Percentages and Redemption Consideration Percentages) for the amount of such Losses so recovered. Notwithstanding anything to the contrary in this Section 7.3(j), with respect to any reductions to the amount of Losses recoverable as a result of the foregoing sentence, (i) the amount deemed to be recovered by an Indemnified Person under any policies of insurance (A) will be net of any deductible or retention amount for such Damages without regard policy and net of any increase in the premium for such policy to the Deductible extent arising out of the relevant Loss and (B) will take into account the collateral effects of cancellation or non-renewal of a policy on account of the Cap. For relevant Loss, and the amount of any such deductibles, retention amounts, increases or effects will not be deemed to be excluded from the amount of Losses with respect to the applicable claim, and (ii) for clarification and avoidance of doubt, neither Parent nor any Indemnified Person will have any obligation or otherwise be required in any way to initiate or seek an insurance recovery, or await any recovery of, or mitigate in any way or manner, any portion of the Partnership Parties subject Losses from any insurance carrier prior to exercising its rights of indemnification hereunder, nor will anything in this sentence be construed to reduce, dilute or otherwise impair the rights of Parent or any Indemnified Person hereunder. (k) No Indemnified Person shall be fully liable entitled to indemnification under this ARTICLE 7 for Damages pursuant a General Indemnity Claim or for any breach of representation or warranty related to Section 8.1(bany matters described on Schedule 7.2(a)(viii) or Section 8.1(cSchedule 7.2(a)(ix) without regard unless a claim has been made against such Indemnified Person by a third party, including any Governmental Entity (but excluding an Affiliate of any Indemnified Person), and the making of such third party claim was not instigated or encouraged by the actions of any Indemnified Person. No Indemnified Person shall be entitled to indemnification under this ARTICLE 7 for a Special Liability Claim described in Item 2 of Schedule 7.2(a)(x) or for any breach of representation or warranty related to any matters described in Item 2 of Schedule 7.2(a)(x) for periods prior to 2014 unless a claim has been made against such Indemnified Person by a third party, including any Governmental Entity (but excluding an Affiliate of any Indemnified Person), and the Deductible making of such third party claim was not instigated or encouraged by the Capactions of any Indemnified Person other than the filing of property tax returns with respect to 2014 or any subsequent period.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representationsor 8.2(c), CONE Gathering Antero shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the 10,524,500(the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering Antero shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representationsor 8.2(c) that exceed, in the aggregate, $37,200,000 105,245,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or Damages for Taxes arising from Taxesa breach of the representations or warranties in Section 3.13, CONE Gathering Antero shall be fully liable for such Damages without regard to the Deductible or the Cap. For Cap and (ii) to the avoidance extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach of doubta Fundamental Representation, CONE Gathering Antero shall be fully liable for such Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Antero Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a) or (d), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, exceeds the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages pursuant to Section 8.1(a) or (d) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Antero Indemnitees are entitled to indemnification for Damages for claims arising from frauda breach of a Partnership Fundamental Representation, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification The Stockholder shall have no liability for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages representations and warranties set forth in ARTICLE III unless and until the aggregate amount of all Damages for all claims asserted by the Buyer Indemnified Parties exceeds Two Hundred Thousand Dollars ($2,480,000 (the “Deductible”200,000), and then only to the extent of any such excess; provided, however, after such amount of Damages exceeds Two Hundred Thousand Dollars ($200,000), all Damages, excluding the first One Hundred Thousand Dollars ($100,000), shall be recoverable by the Buyer Indemnified Parties; provided, further, that CONE Gathering the foregoing limitations shall not apply to (i) the representations and warranties set forth in Section 3.2 (Authority for Agreement), Section 3.3 (No Violation to Result), Section 3.4 (Capitalization), Section 3.5(b) (Accounts Receivable), Section 3.10 (Taxes) and Section 3.22 (Brokers) or (ii) claims based on criminal matters, fraud or intentional misrepresentation, with respect to which, in each case, all Damages in connection therewith shall be recoverable from the first dollar and shall not be liable counted in determining whether the thresholds in this Section 9.5(a) have been exceeded. For the sole purpose of determining the amount of any Damages with respect to any breach of any representation, warranty or covenant for Damages pursuant to Section 8.2(a) purposes of indemnification under this ARTICLE IX (but and not including Damages for determining whether or not any breaches of Fundamental Representations) representations, warranties or covenants have occurred), any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, shall be disregarded. The indemnification obligations of the Stockholder and the rights and remedies that exceedmay be exercised by a Buyer Indemnified Party shall not be limited or otherwise affected by or as a result of any information furnished to, in or any investigation made by or knowledge of, any of the aggregate, $37,200,000 (the “Cap”) less the DeductibleBuyer Indemnified Parties or any of their Representatives. (b) Notwithstanding clause (a) above, to The indemnification obligations of the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and Stockholder for breaches of Fundamental Representations without regard representations and warranties set forth in ARTICLE III shall be limited to an amount equal to Five Million Three Hundred Sixty Thousand Dollars ($5,360,000) (the Deductible or the “General Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a”), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties foregoing limitation shall not apply to (i) the representations and warranties set forth in Section 3.2 (Authority for Agreement), Section 3.3 (No Violation to Result), Section 3.4 (Capitalization), Section 3.10 (Taxes) and Section 3.22 (Brokers), which shall be liable limited to an amount equal to the proceeds paid or payable to the Stockholder as a result of the transactions contemplated under this Agreement or (ii) claims based on criminal matters, fraud or intentional misrepresentation, for Damages that exceedwhich the indemnification obligations hereunder shall be unlimited. With respect to any of the items so excluded from the General Cap pursuant to the preceding sentence (other than with respect to Section 3.3 (No Violation to Result)), in the aggregateeach case, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for no Damages for claims arising from fraud, the Partnership Parties incurred in connection with such items shall be fully liable for such Damages without regard to counted in determining whether the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to General Cap in this Section 8.1(b9.5(b) or Section 8.1(c) without regard to the Deductible or the Caphas been exceeded.

Limitations on Indemnification. (a) To the extent that the Partnership Indemnitees are Purchaser would otherwise be entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations)11.1, CONE Gathering the Seller shall not be liable for those only if: (i) the Damages unless the aggregate amount of Damages exceeds with respect to a claim exceed $2,480,000 750,000 (the “DeductibleMinimum Claim Amount”); and (ii) the sum of (A) the aggregate of all Damages that exceed the Minimum Claim Amount, plus (B) the aggregate of all Damages pursuant to Section 11.1 of the Other SPA that exceed the Other SPA Minimum Claim Amount exceeds $20,000,000, and then the Seller shall be liable only for Damages pursuant to Section 11.1 to the extent of any such excessexcess over $15,000,000 (the “Deductible Amount”); providedprovided that in no event shall the Seller’s and the Other Seller’s aggregate liability to the Purchaser under Section 11.1 of this Agreement and Section 11.1 of the Other SPA exceed 25.0% of the Combined Purchase Price (the “Ceiling Amount”). Notwithstanding the foregoing: (iii) neither the Deductible Amount nor the Ceiling Amount shall apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, howeverSection 3.2, that CONE Gathering Section 3.4 and Section 3.20; (iv) the Ceiling Amount shall not be liable apply to breaches or inaccuracies of representations and warranties contained in Section 3.3(c), Section 3.7 and Section 3.8(a); (v) the Seller’s aggregate liability for a breach or inaccuracy of such Section 3.1, Section 3.2, Section 3.3(c), Section 3.4, Section 3.7, Section 3.8(a) and Section 3.20 shall not exceed an amount equal to the Combined Purchase Price minus the sum of (A) the amount of all other Damages pursuant payable by the Seller hereunder plus (B) the amount of all other Damages payable by the Other Seller under the Other SPA; (vi) the Minimum Claim Amount and the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 8.2(a) (3.11(f), but not including Damages for breaches of Fundamental Representations) that exceedclarity, the Ceiling Amount shall apply, provided that, in the aggregatecase of any breach or inaccuracy of the representations and warranties contained in Section 3.11(f), $37,200,000 Damages will be calculated in the manner described in Section 11.11(g); and (vii) none of the “Cap”Minimum Claim Amount, the Deductible Amount or the Ceiling Amount shall apply to amounts owed pursuant to Sections 2.6 and 2.7, the indemnities under Section 11.1(iii) less and Section 11.1(iv), or to any breach by Seller of any of the Deductiblepost-Closing covenants of Seller hereunder, or any of its covenants contained in Sections 6.1(b)(v), 6.1(b)(vii), 6.1(b)(viii), 6.1(b)(ix), 6.1(b)(x), 6.1(b)(xi), 6.1(b)(xii), 6.1(b)(xiv) and, to the extent pertaining to the previous identified items in Section 6.1, 6.1(b)(xv) and Sections 6.7, 6.8 and 6.14. (b) Notwithstanding clause (a) aboveNeither the Purchaser, on the one hand, nor the Seller, on the other hand, will be liable under this Agreement for any consequential, incidental, special, indirect, punitive or exemplary damages suffered or incurred by the other Party, except to the extent the Partnership Indemnitees such consequential, incidental, special, indirect, punitive or exemplary damages are included in any Third Party Claim against an indemnified Party for which such indemnified Party is entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxesunder this Agreement. In addition, CONE Gathering shall be fully liable for such Damages without regard notwithstanding anything herein to the Deductible or contrary, any Damages indemnifiable by the Cap. For the avoidance of doubt, CONE Gathering Seller under Section 11.1 shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) expressly exclude any and for breaches of Fundamental Representations without regard to the Deductible or the Capall diminution in value. (c) To the extent the CONE Indemnitees are entitled No Party to this Agreement shall be liable to indemnify a Party seeking indemnification for Damages pursuant resulting from or relating to Section 8.1(a), any inaccuracy in or breach of any representation or warranty in this Agreement if the Partnership Parties shall not be liable Party seeking such indemnification for those such Damages unless the aggregate amount had Knowledge of Damages exceeds, in the aggregate, the Deductible, and then only such breach or inaccuracy prior to the extent date of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductiblethis Agreement. (d) Notwithstanding clause (c) aboveNo Party shall have any obligation to indemnify the other Party pursuant to Section 11.1 or 11.2, as the case may be, with respect to any Damages or alleged Damages to the extent that the CONE Indemnitees matter forming the basis for such Damages or alleged Damages was taken into account in the determination of Final Purchase Price Adjustment Amount. (e) An indemnified Party shall not be entitled to multiple recovery of any Damages even though such Damages may have resulted from the breach, inaccuracy or failure to perform of more than one of the representations, warranties, agreements or covenants of the indemnifying Party in this Agreement. (f) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price (as determined pursuant to the provisions of this Agreement) for Tax purposes. (g) Notwithstanding any other provision of this Agreement, in the case of any breach or inaccuracy of the representations and warranties contained in Section 3.11(f), no Damages will be payable unless the balances of undepreciated capital cost, cumulative eligible capital and non-capital losses set forth on Disclosure Schedule 3.11(f), in the aggregate (the “Aggregate Scheduled Tax Pool Amount”), are reduced as a result of an audit, used by the Seller or otherwise such that the actual balances at Closing of such undepreciated capital cost, cumulative eligible capital and non-capital losses, in the aggregate (the “Aggregate Actual Tax Pool Amount”), are less than the Aggregate Scheduled Tax Pool Amount, in which case, the Damages shall be equal to (A) the difference of the Aggregate Scheduled Tax Pool Amount minus the Aggregate Actual Tax Pool Amount multiplied by (B) 8.0 percent. (h) Notwithstanding any other provision of this Agreement, including Section 11.1, Section 11.2 and Section 11.3, an indemnified Party shall not make a claim under this Agreement for, nor shall such indemnified Party be entitled to indemnification under this Agreement from and against, any Damages to the extent a claim for indemnification for Damages for claims arising from fraudout of the same claim, loss or event is or has been made by such Party or its Affiliate under the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapOther SPA.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not that SHLX Indemnified Parties would otherwise be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties SPLC shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that pursuant to Section 8.1(a) only if (i) the Damages with respect to any individual claim pursuant to Section 8.1(a) exceed One Hundred Thousand Dollars ($100,000) and (ii) the Damages for all claims pursuant to Section 8.1(a) exceed, in the aggregate, One Million Dollars ($1,000,000) (the Cap less the Deductible. (d) Notwithstanding clause (c) above“Deductible Amount”), to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties and then SPLC shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable only for Damages pursuant to Section 8.1(b8.1(a) to the extent of any excess over the Deductible Amount. In no event shall SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 exceed One Hundred Twenty-Two Million Dollars ($122,000,000) (the “Ceiling Amount”). Notwithstanding the foregoing, (i) SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 for breaches or inaccuracies of representations and warranties contained in Section 8.1(c3.20 (Management Projections and Budget) shall not be subject to the Ceiling Amount but shall not exceed Six Hundred Ten Million Dollars ($610,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Subject Interests), Section 3.9 (Taxes), Section 3.16 (Brokerage Arrangements) and Section 3.17 (Books and Records), provided, that SPLC’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections described in clauses (i) and (ii) and for breaches of covenants, shall not exceed the Consideration; provided, further, however, that the payment and indemnification obligations of SPLC pursuant to Article VI shall not be subject to any limitation in this Section 8.6(a) and shall be excluded from the determination of whether the maximum indemnification amount specified in the immediately preceding proviso has been reached or exceeded. (b) For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any qualifier as to “material,” “materiality” or SPLC Material Adverse Effect expressly contained in Article III (except in the Deductible case of the term “Material Contract”); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred. (c) Additionally, neither SPLC, on the Capone hand, nor SHLX, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent resulting pursuant to third party indemnity claims.

Limitations on Indemnification. (a) To The maximum aggregate amount of Damages that the extent Seller or Parent shall each be liable is equal to the Partnership Indemnitees are aggregate sum achieved by multiplying the Stock Consideration by the closing price of a share of Parent Common Stock on the Closing Date and adding $1,825,000. No Indemnitee shall seek, or be entitled to to, indemnification for Damages from the Seller or Parent pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless Sections 0 and 0 hereof until the aggregate amount of Damages exceeds $2,480,000 incurred or suffered by all Indemnitees under Section 0 hereof, with respect to the Seller (the “DeductibleSeller Indemnity Threshold”), and then only under Section 0 hereof, with respect to Parent (“Parent Indemnity Threshold”), exceeds $140,000 (the “Indemnity Threshold”), and once the Indemnitees have incurred or suffered aggregate Damages exceeding the Seller Indemnity Threshold, with respect to the extent Seller, or the Parent Indemnity Threshold, with respect to Parent, the Indemnitees shall be entitled to indemnity for the entire amount of any all such excessthird-party claims. Notwithstanding the foregoing, there shall be no Seller Indemnity Threshold in connection with Damages resulting from the failure of the Seller to deliver all of the Specified Assets in the form and condition reasonably consistent with Parent’s observation prior to the Closing and Parent shall be entitled to recover all Damages without giving effect to the Seller Indemnity Threshold; provided, however, that CONE Gathering this provision shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, include any minor damages to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) Specified Assets that is normal and for breaches of Fundamental Representations without regard to the Deductible or the Capcustomary in shipping. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To Subject to Section 10.4(b)(ii), the Purchaser Indemnified Parties shall have the right to recover any Losses under Section 10.3(a) if and only if, and only to the extent that, the Partnership Indemnitees are entitled Purchaser Indemnified Parties shall have incurred, as to indemnification for Damages pursuant to all claims under Section 8.2(a) (but not including Damages for breaches of Fundamental Representations10.3(a), CONE Gathering shall not be liable for those Damages unless the aggregate amount Losses in excess of Damages exceeds Seventy Five Thousand and 00/100 Dollars ($2,480,000 75,000.00) (the “Deductible”), and then only in which case the Purchaser Indemnified Parties shall have a right to the extent payment of any all such excess; provided, however, Losses that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, are in the aggregate, $37,200,000 (the “Cap”) less excess the Deductible, subject to other applicable limitations in this Section 10.4. (b) Notwithstanding clause (aThe Purchaser Indemnified Parties may not recover Losses under Section 10.3(a) above, to the extent that such Losses with respect to those matters collectively exceed the Partnership Indemnitees are entitled amount equal to indemnification for Damages for claims arising from fraud (x) One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) plus (y) an amount equal to 10% of the Earn-Out Payments paid or related payable to or arising from TaxesSeller (the “Seller Cap”), CONE Gathering shall be fully liable for such Damages without regard subject to the Deductible or following exceptions: (i) The Seller Cap will not apply with respect to any breach of the Cap. For the avoidance of doubtrepresentations and warranties contained in Section 3.16 (Intellectual Property), CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c3.21 (Data Protection and IT Systems) and Section 3.22 (Product Warranties), for breaches of Fundamental Representations without regard which the Purchaser Indemnified Parties may not recover Losses under Section 10.3(a) to the extent that such Losses exceed (x) Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) plus (y) an amount equal to 50% of the Earn-Out Payments paid or payable to Seller. (ii) Neither the Seller Cap nor the Deductible shall apply with respect to (x) any breach of the Seller Specified Representations, or (y) Willful Breach, for which the CapPurchaser Indemnified Parties may not recover Losses to the extent that such Losses exceed the Purchase Price. (iii) Nothing in this Agreement will limit Seller’s liability for Actual Fraud. (c) To the extent the CONE Indemnitees are entitled The Seller Indemnified Parties may not recover Losses under Section 10.2(a) (other than with respect to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only Purchaser Specified Representations) to the extent that such Losses with respect to those matters collectively exceed the amount equal to One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) (the “Purchaser Cap”). The Seller Indemnified Parties may not recover Losses under Section 10.2(a) with respect to Purchaser Specified Representations or under any other provision of any Section 10.2 to the extent that such excess; provided, however, that Losses with respect to those matters collectively exceed the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the DeductiblePurchase Price. (d) Notwithstanding clause anything to the contrary in this Agreement or in any other Contract or arrangement, Seller will not have any right of contribution against, or otherwise have any right to recover Losses from, Purchaser or any of its Affiliates, directors, officers, employees or agents in connection with any indemnification claims payable to the Purchaser Indemnified Parties under this Agreement. (ce) above, Each of the Purchaser Indemnified Parties and the Seller Indemnified Parties shall use commercially reasonable efforts to mitigate such Person’s Losses to the extent required by applicable Law. (f) The amount of any Losses for which indemnification is provided for under this Section 10.4 (without giving effect to limitations) shall be calculated net of any insurance proceeds or other amounts actually received by the CONE Indemnitees are Purchaser Indemnified Party or the Seller Indemnified Party, as the case may be (the “Indemnified Party”) from third parties with respect to the same such Losses, in each case, net of any increases in premiums and any costs of collection (including reasonable attorneys’ fees) resulting therefrom (collectively, “Collection Costs”) and only to the extent such amount received is in excess of any deductibles under the applicable policy (regardless if the deductible had been previously satisfied). If an Indemnified Party collects an amount in discharge of a claim of a Loss reimbursed by an Indemnifying Party, and such Indemnified Party subsequently recovers from a third party for that same Loss which the Indemnifying Party is entitled to retain and the combination of the amount collected from the Indemnifying Party and from the third party for that Loss exceeds the actual Loss incurred by the Indemnifying Party for the applicable matter (such excess recovery, the “Excess Recovery”), such Indemnified Party shall repay to the Indemnifying Party an amount equal to the Excess Recovery less any Collection Costs. Any Losses for which any Indemnified Party is entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties under this Section 10.4 shall be fully liable determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant, or agreement. No Party will be entitled to be indemnified for such Damages without regard an amount pertaining to any Loss to the Deductible or extent that such amount pertaining to such Loss was included in the Cap. For calculation of the avoidance of doubt, the Partnership Parties shall be fully liable for Damages Purchase Price as finally determined pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap2.6.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not that SHLX Indemnified Parties would otherwise be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties SPLC shall not be liable only if (i) the Damages with respect to any individual claim exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Claim Amount”) and (ii) the Damages for those Damages unless all claims that exceed the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($1,000,000) (the Cap less “Deductible Amount”), and then SPLC shall be liable only for Damages to the Deductibleextent of any excess over the Deductible Amount. In no event shall SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 exceed Seventy Million Dollars ($70,000,000) (the “Ceiling Amount”). Notwithstanding the foregoing, the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), Section 3.2 Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Subject Interests), Section 3.9 (Taxes), Section 3.17 (Brokerage Arrangements) and Section 3.18 (Books and Records) or breaches of the covenant in Section 2.4 (Contingent Consideration Reduction), provided, that SPLC’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall not exceed the Consideration. (db) Notwithstanding clause For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any qualifier as to “material,” “materiality” or SPLC Material Adverse Effect expressly contained in Article III (except in the case of the term Material Contract); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred. (c) aboveAdditionally, neither SPLC, on the one hand, nor SHLX and Operating, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages resulting pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capthird party indemnity claims.

Limitations on Indemnification. (a) To the extent that the Partnership Indemnitees are Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations5.1(i), CONE Gathering Development and Tallgrass Holdco shall not be liable for those only if (i) the Damages unless the aggregate amount of Damages exceeds with respect to any individual claim exceed $2,480,000 80,000 (the “DeductibleMinimum Claim Amount”), ) and then only to (ii) the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $37,200,000 4,000,000 (the “CapDeductible Amount”) less ), and then Development and Tallgrass Holdco shall be liable only for Damages to the Deductibleextent of any excess over the Deductible Amount. In no event shall Development’s and Tallgrass Holdco’s aggregate liability to the Partnership Indemnified Parties under Section 5.1 exceed $40,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2, Section 3.4 and Section 3.16. (b) Notwithstanding clause (a) aboveAdditionally, neither the Partnership, on the one hand, nor Development and Tallgrass Holdco, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages resulting pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the CapThird Party Indemnity Claims. (c) To Notwithstanding anything to the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceedscontrary in this Agreement, in the aggregateevent that Damages suffered by a Partnership Indemnified Party are recoverable under this Agreement and that certain Purchase and Sale Agreement, the Deductibledated as of January 1, 2017, by and then only to the extent of any such excess; provided, however, that between Development and the Partnership Parties shall not (the “NatGas/Terminals Purchase Agreement”), such Partnership Indemnified Party will only be liable for permitted to recover with respect to any particular Damages that exceedsuffered by it one time, in as it is the aggregateintent of Development, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, Tallgrass Holdco and the Partnership Parties shall be fully liable that once any particular Damages have been recovered by a particular Partnership Indemnified Party under this Agreement or the NatGas/Terminals Purchase Agreement, as applicable, such Damages no longer exist with respect to such Partnership Indemnified Party and, therefore, recovery by such Partnership Indemnified Party for such Damages without regard to under the Deductible other of this Agreement or the Cap. For the avoidance of doubtNatGas/Terminals Purchase Agreement, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capas applicable, would constitute an unintended and prohibited “double” recovery.

Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) To The Sellers shall have no Indemnification Obligations and the extent Indemnified Parties shall have no recourse against the Partnership Indemnitees are entitled to indemnification Escrow Fund for Damages a claim pursuant to Section 8.2(a9.2(a) until such time as (i) the amount of the Losses related to such individual claim, or any series of related claims, or any claims related to similar facts brought by different parties exceeds one hundred thousand dollars ($100,000) (but not including Damages for breaches of Fundamental Representations), CONE Gathering which shall not be liable for those Damages unless applied against the aggregate Deductible) and (ii) the total amount of Damages exceeds all Losses in respect of all claims exceed sixteen million two hundred fifty thousand dollars $2,480,000 16,250,000 (the “Deductible”)) in the aggregate, and then only to the extent in respect of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership limitations set forth in this Section 9.4(a) shall not apply to claims under Section 9.2(a) in respect of any breach or inaccuracy of a Fundamental Representation or any representation or warranty contained in Section 3.12 (Taxes). (b) Recourse by the Indemnified Parties against the proceeds then remaining in the Escrow Fund shall be the Indemnified Parties’ sole and exclusive remedy in respect of the Sellers’ Indemnification Obligations for the matters referred to in Section 9.2(a) (other than with respect to Fundamental Representations); provided, however, that the limitation contained in this sentence shall not prevent Purchaser from filing a claim under the Representation and Warranty Insurance Policy. (c) To the extent that the Indemnified Parties are entitled to recovery under this Article 9 in excess of proceeds then remaining in the Escrow Fund, (i) the Indemnified Parties shall not be liable for Damages that exceedentitled to recover amounts directly from the Sellers under this Article 9 in respect of the Indemnification Obligations of the Sellers until such time as the Escrow Fund has been fully exhausted (provided that, in such event, to the aggregateextent such claims are covered under the Representation and Warranty Insurance Policy, and except with respect Section 3.3 (Capitalization; Subsidiaries) and Section 4.4 (Capital Structure), the Cap less Indemnified Parties shall be obligated to claim first under such Representation and Warranty Insurance Policy) and (ii) in no event shall the Deductibleaggregate Indemnification Obligations of the Sellers exceed the amount of the Purchase Price actually received by the Sellers, except solely in the case of fraud committed by the Sellers. (d) Each Indemnified Party acknowledges and agrees that, for purposes hereof, Losses shall be calculated based on the amount of Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received prior to, or within in one (1) year after, the date on which such Losses are indemnified hereunder by an Indemnified Party with respect thereto (net of any actual out-of-pocket expenses incurred in collecting such amounts). (e) Notwithstanding anything to the contrary elsewhere in this Agreement, no Party shall, in any event, be liable to any other Person for any Losses pursuant to this Article 9 to the extent such Losses constitute special or punitive damages, except to the extent such Losses are included in an award of a court as direct damages against any Indemnified Party. (f) The Sellers shall not have any Indemnification Obligations hereunder for any Losses arising out of a breach of or inaccuracy of any representation, warranty, covenant or agreement set forth in this Agreement (and the amount of any Losses incurred in respect of such breach or inaccuracy shall not be included in the calculation of any limitations on indemnification set forth herein) to the extent the matter giving rise to such breach or inaccuracy was expressly included as a liability in the determination of the Final Adjustment Amount. (g) If an Indemnified Party is entitled to indemnification under more than one clause or subclause of this Agreement with respect to Losses, then such Indemnified Party shall be entitled to only one indemnification or recovery for such Losses to the extent it arises out of the same set of circumstances and events; it being understood that this Section 9.4(g) is solely to preclude a duplicate recovery by Indemnified Party. (ch) aboveExcept with respect to Taxes, the Indemnified Party shall use its commercially reasonable efforts to mitigate any loss for which such Indemnified Party seeks indemnification under this Agreement, to the extent consistent with the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance common law doctrine of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capmitigation.

Limitations on Indemnification. Notwithstanding Sections 9.1 and 9.2 and without any limitation of Sections 9.3 and 9.4: (a) To all representations and warranties and agreements made by the extent parties in this Agreement shall survive the Partnership Indemnitees are entitled Closing hereunder; provided that the Seller shall not be responsible for any indemnifiable Losses suffered by any Buyer Indemnitee arising out of breaches of the representations and warranties of the Seller contained in this Agreement unless a claim therefor is asserted in writing by such Buyer Indemnitee on or prior to indemnification for Damages pursuant the date that is eighteen months after the Closing Date, except with respect to Section 8.2(aa breach of the representations and warranties under Sections 4.1-4.3(a), 4.5, 4.7 and 4.13(c) and (d) (but not including Damages for breaches of Fundamental the “Specified Representations”), CONE Gathering or under Section 4.10, as to which the only limitations shall be those provided by any applicable statutes of limitation. (b) The Seller shall not be liable for those Damages unless any Losses suffered by the Buyer or any Buyer Indemnitee arising out of breaches of the representations and warranties of the Seller contained herein: (i) unless, the aggregate amount of Damages such Losses (except with respect to Specified Representations and the representations in Section 4.10) exceeds $2,480,000 247,500 in which event Seller shall be liable for all such Losses beginning with the first dollar; (the “Deductible”), and then only ii) to the extent of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in Losses have otherwise been recovered by the aggregate, $37,200,000 (the “Cap”) less the Deductible.Buyer; (biii) Notwithstanding clause to the extent that the claim that is the basis for such Losses would not have arisen but for the passing of, or a change in, any Law after the Closing Date; (aiv) aboveto the extent that the claim that is the basis for such Losses would not have arisen but for any change in any accounting or taxation policies of the Buyer after the Closing Date; (v) except with respect to Specified Representations, to the extent that the Partnership Indemnitees are entitled claim that is the basis for such Losses would have not arisen but for any act carried out by the Seller at the express request of the Buyer; or (vi) except with respect to indemnification Specified Representations or for Damages for claims arising from fraud or related to or arising from Taxeswillful misconduct, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance in excess of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap$5,000,000. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties The foregoing limitations shall not be liable restrict or otherwise limit the Buyer’s rights to claims for those Damages unless indemnification against the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the DeductibleSeller under Section 9.1(a) based on Retained Liabilities. (d) Notwithstanding clause (c) above, to The Buyer acknowledges and agrees that in the extent the CONE Indemnitees are event it is entitled to indemnification for Damages for claims arising from fraudSeller hereunder, it shall recover its Losses from the Partnership Parties amounts held in escrow maintained pursuant to the Escrow Agreement before the Buyer shall be fully liable for such Damages without regard entitled to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Caprecover amounts directly from Seller.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental RepresentationsRepresentations or the representations set forth in Section 3.15(c)), CONE Gathering the P66 Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 4,125,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering the P66 Parties shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental RepresentationsRepresentations or the representations set forth in Section 3.15(c)) that exceed, in the aggregate, $37,200,000 165,000,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (aSection 8.8(a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, Damages for breach of the representations or warranties in Section 3.14), the P66 Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering the P66 Parties shall be fully liable for Damages pursuant to Section Sections 8.2(b), 8.2(c), 8.2(d) or Section 8.2(c8.2(e) and for breaches of Fundamental Representations without regard to the Deductible or the CapCap (subject, however, in the case of the Specified Matter, to the terms described in Section 8.14). (c) To the extent the CONE P66 Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (cSection 8.8(c) above, to the extent the CONE P66 Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To Notwithstanding the extent foregoing, the Partnership Indemnitees are Seller shall not be required to indemnify the Buyer Indemnified Parties in respect of any Losses for which indemnity is claimed under Section 7.2(a)(i) above, unless and until the aggregate of all such Losses exceeds the Threshold Amount, in which event the Buyer Indemnified Parties shall be entitled to indemnification claim indemnity for Damages pursuant the aggregate amount of such Losses, including the Threshold Amount; (b) Notwithstanding anything herein to the contrary, the maximum amount of Losses that the Buyer Indemnified Parties will be entitled to recover for which indemnity is claimed under Section 8.2(a7.2(a)(i) shall be equal to the Indemnification Cap; (but not including Damages for breaches of Fundamental Representations), CONE Gathering c) The Seller shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”any punitive, special, exemplary or consequential damages, including consequential damages for lost revenues, income or profits under Section 7.2(a), and then only except to the extent of any settlement agreement, award or Order includes any such excessdamages in connection with any third party claim; provided, however, the foregoing limitation on punitive, special, exemplary and consequential damages shall not include or apply to the diminution in value of, or lost revenues, income or profits or other appropriate measures directly relating to, the Eligible Membership Contracts; (d) Notwithstanding anything herein to the contrary, if at the Closing, the Buyer (comprised of, for purposes of this Section 7.3(d), the actual knowledge of the following persons: Jxxx Xxxxxxx and Sxxxxx X. Xxxxxxxx, each of whom the Buyer warrants has read this Agreement) has actual knowledge that CONE Gathering one or more of the representations or warranties made by the Seller is breached as of the date made, then the Buyer Indemnified Parties shall have no right or remedy after the Closing with respect to such breach; (e) The Buyer shall not be liable for Damages any punitive, special, exemplary or consequential damages, including consequential damages for lost revenues, income or profits under Section 7.2(b), except to the extent any settlement agreement, award or Order includes any such damages in connection with any third party claim; (f) Notwithstanding anything herein to the contrary, no Loss otherwise payable by the Seller shall be deemed a “Loss” within the meaning of this Article VII to the extent any adjustment to the Purchase Price pursuant to Section 8.2(a2.5 (Post-Closing Statement) or any Attrition Payment pursuant to Section 2.6 (but not including Damages for breaches of Fundamental RepresentationsAttrition Payment) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible.covers any such otherwise payable Loss; (bg) Notwithstanding clause (a) above, No claim for indemnification shall be enforced against an indemnifying party to the extent any insurance proceeds (or any other indemnification proceeds) actually are received by the Partnership Indemnitees are entitled indemnified party with respect to any Loss otherwise payable by the indemnifying party, and any indemnification payment in respect of any Losses for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering which indemnity is claimed under Section 7.2 shall be fully liable for net of any Tax benefit actually realized by the indemnified party in connection with the indemnified party’s deduction of such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceedsliability, in the aggregate, the Deductible, and then only to the extent each case net of any such excessand all direct or indirect costs, fees and expenses of collection or otherwise associated therewith; provided, however, that the Partnership foregoing limitations on the Seller’s obligations to indemnify the Buyer Indemnified Parties set forth in Section 7.3(a) and 7.3(b) shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. no event apply to: (di) Notwithstanding clause any inaccuracies in or breaches of Section 4.1 (c) above, Authority to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(bExecute and Perform Agreement) or Section 8.1(c) without regard 4.2 (Title to the Deductible Assets), or (ii) any fraud, willful misconduct or intentional misrepresentations by the CapSeller; provided further, however, that the foregoing limitations on the Seller’s obligations to indemnify the Buyer Indemnified Parties set forth in Section 7.3(c), and the foregoing limitations on the Buyer’s obligations to indemnify the Seller Indemnified Parties set forth in Section 7.3(e), shall in no event apply to any fraud, willful misconduct or intentional misrepresentations by the Seller and the Buyer, respectively.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to Seller shall have no liability for any claim for indemnification for Damages pursuant to Section 8.2(a5.2(a) if the Damages associated with such claim are less than CHF 50,000 (but not including any such claim being referred to as a “De Minimis Claim”). Seller shall have no liability for indemnification pursuant to Section 5.2(a) with respect to Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages which indemnification is provided thereunder unless the aggregate amount of such Damages (including all Damages associated with De Minimis Claims) exceeds $2,480,000 the amount equal to CHF 100,000 (the “Deductible”), in which case Seller shall be liable for all such Damages (including all Damages associated with De Minimis Claims) in excess of the Deductible; provided that, (i) in no event shall the aggregate amount to be paid by Seller for Damages with respect to all such claims for indemnification pursuant to Section 5.2(a) exceed an amount equal to the Purchase Price and, in addition to and then without limiting the foregoing, (ii)(A) not including claims relating to breaches of the representations and warranties contained in Sections 2.1(b), 2.1(d), 2.2(b), 2.2(f)(i), 2.2(m), and 2.2(w), the aggregate amount to be paid by Seller for Damages with respect to all such claims for indemnification pursuant to Section 5.2(a)(i) shall not exceed an aggregate maximum amount equal to 25% of the Purchase Price; (B) the aggregate amount to be paid by Seller for Damages with respect to claims relating to the breach of the representations and warranties contained in Sections 2.2(f)(i), 2.2(m), and 2.2(w) shall not exceed an aggregate maximum amount equal to 50% of the Purchase Price; and (C) the aggregate amount to be paid by Seller for Damages with respect to claims relating to the breach of the representations and warranties contained in Sections 2.1(b), 2.1(d), 2.2(b) and 5.2(a)(ii) (but only to the extent of any such excess; providedclaims, howeverif any, that CONE Gathering related to failure of compliance with the covenants contained in Section 3.1) shall not be liable for Damages pursuant exceed an aggregate maximum amount equal to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the DeductiblePurchase Price. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are No Indemnified Party shall be entitled to indemnification for Damages for claims arising recover from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to an Indemnifying Party more than once in respect of the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Capsame Damages. (c) To Notwithstanding anything to the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceedscontrary in this Article V, in the aggregateno event shall an Indemnifying Party have liability to any Indemnified Person for any consequential or indirect damages, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductiblelost profits or similar items. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties The above limitations on Indemnification shall be fully liable for such Damages without regard to the Deductible not apply in case of fraud or the Cap. For the avoidance willful breach of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capits obligations by Seller.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering Purchaser shall not be liable entitled to any indemnification payment for those Damages unless Losses until such time as the total amount of all Losses that have been directly or indirectly suffered or incurred by any one or more of Purchaser Indemnified Parties, or to which any one or more of Purchaser Indemnified Parties has or have otherwise become subject pursuant to such provisions, exceeds One Hundred Fifty Thousand Dollars ($150,000) in the aggregate amount of Damages exceeds $2,480,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering in the event that such Losses exceed the Deductible, the Shareholders shall fully indemnify the applicable Purchaser Indemnified Party for all Losses incurred by such Purchaser Indemnified Party in excess of the Deductible. Notwithstanding the foregoing, the limitations set forth above shall not be liable for Damages pursuant apply to Section 8.2(aLosses in connection with indemnification (a) relating to Fundamental Representations, and (but not including Damages for b) relating to breaches of Fundamental Representationsrepresentations and warranties set forth in Section 4.08, and (c) that exceedindemnification obligations under Sections 12.02(c), (f), (q) and (r); provided further, except as set forth in Section 12.05 and Section 12.06 the indemnification obligations of the Shareholder Indemnified Parties hereunder shall not, in the aggregate, $37,200,000 (exceed the “Cap”) less . Notwithstanding any other provision hereof, in no event shall any party be liable to any other party, or to the Deductible. (b) Notwithstanding clause (a) aboveother party’s indemnitees, whether under this Agreement or otherwise, for any punitive damages, except to the extent the Partnership Indemnitees are entitled any Purchaser Indemnified Party is liable to indemnification a third party for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductiblepunitive damages. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To Except with respect to Buyer Damages arising out of a breach of the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(arepresentations under Sections 4.1(a) (but not including Organization of the Seller), 4.1(b) (Authorization), 4.1(g)(i) (Assets), 4.1(j) (Benefit Plans/ERISA), 4.1(n) (Tax Matters), 4.1(o) (Environmental) and 4.1(r) (Brokers’ Fees) (collectively, the “Seller Excluded Representations”), the maximum aggregate liability of the Seller for Buyer Damages for breaches of Fundamental Representations), CONE Gathering any matter described under Section 9.1(a) shall not be liable for those Damages unless exceed in the aggregate an amount of Damages exceeds that is equal to $2,480,000 3,500,000 (the “DeductibleCap”), and then only to . The maximum aggregate liability of the extent Seller for Buyer Damages arising out of any such excess; provided, however, that CONE Gathering a breach of the Seller Excluded Representations shall not be liable exceed in the aggregate an amount that is equal to $35,000,000 (the “Special Cap”). (b) The maximum aggregate liability of the Buyer for Damages pursuant to Section 8.2(a) (but not including Seller Damages for breaches of Fundamental Representationsany matter described under Section 9.2(a) that shall not exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, an amount equal to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Special Cap. (c) To Except with respect to Buyer Damages arising out of a breach of the extent Seller Excluded Representations, no Buyer Indemnified Person may bring a Claim (as hereinafter defined) and recover Buyer Damages for any matter described under Section 9.1(a) unless the CONE Indemnitees are entitled amount of Buyer Damages relating to indemnification for Damages pursuant to Section 8.1(aall such Claims exceeds in the aggregate $350,000 (the “Basket”), in which case the Partnership Parties Seller shall not thereafter, subject to the Cap, be liable for those all such Buyer Damages unless the aggregate amount in excess of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible$200,000. (d) Notwithstanding clause (cExcept with respect to Seller Damages arising out of a breach of the Buyer Excluded Representations, no Seller Indemnified Person may bring a Claim and recover Seller Damages for any matter described under Section 9.2(a) aboveunless the amount of Seller Damages relating to all such Claims exceeds in the aggregate the Basket, in which case the Buyer shall thereafter, subject to the extent Cap, be liable for all such Seller Damages in excess of $200,000. (e) Neither the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, Buyer Indemnified Parties nor the Partnership Seller Indemnified Parties shall be fully liable entitled to recover more than once for such any Damages without regard that may have resulted from the breach of a representation, warranty, covenant or agreement contained in this Agreement from the occurrence of a single event. (f) Notwithstanding anything contained herein to the Deductible or the Cap. For the avoidance of doubtcontrary, the Partnership Parties foregoing limitations shall not apply in the case of a determination of fraud by a final and non-appealable order of judgment of a court of competent jurisdiction. (g) For purposes of determining whether a breach or a violation of any representation or warranty in this Agreement has occurred, each representation or warranty in this Agreement will be read and construed to include all “material,” “in all material respects” and other qualifiers expressly set forth in the applicable representation or warranty. However, the determination of the amount of Damages resulting from a breach of any representation or warranty contained in this Agreement shall be fully liable for made by disregarding and not giving effect to “material,” “in all material respects” or other qualifiers used in such representation or warranty, and instead by construing such representation or warranty as if such terms were deleted. (h) The amount of any and all Damages pursuant to Section 8.1(b) under this Article IX shall be determined net of any indemnity, contribution or Section 8.1(c) without regard other similar amount paid to the Deductible Indemnified Parties from any insurer or the Capother third party with respect thereto, net of any costs incurred due to insurance or other third party recoveries, including those that may result from retrospective premium adjustments, experience-based premium adjustments and indemnification obligations.

Limitations on Indemnification. (a) To None of the extent the Partnership Purchaser Indemnitees are shall be entitled to assert any right to indemnification for Damages pursuant under Section 5.1(a) with respect to Section 8.2(a) a Claim or series of related Claims if such Claim or series of related Claims arise out of the same or similar facts or circumstances, where the Losses related thereto are less than $152,900 (but each, a “De Minimis Loss”); provided, however, that the De Minimis Loss shall not including Damages for apply to Losses related to breaches of the Seller Fundamental RepresentationsRepresentations or the representations and warranties set forth in Section 2.11(b), CONE Gathering . The Seller shall not be liable for those Damages have any liability with respect to, or obligation to indemnify for, Losses under Section 5.1(a) hereof unless the aggregate amount of Damages exceeds Losses (excluding all De Minimis Losses) for which the Seller would, but for the provisions of this Section 5.5, be liable exceeds, on an aggregate basis, $2,480,000 1,529,000 (the “Deductible”), and then it being agreed that in such event, the Purchaser Indemnitee will be entitled to receive only to the extent amount of any such excess; provided, however, that CONE Gathering shall not be liable for Damages pursuant to Section 8.2(aLosses (excluding all De Minimis Losses) (but not including Damages for breaches in excess of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties Deductible shall not apply to Losses related to breaches of the Seller Fundamental Representations or the representations and warranties set forth in Section 2.11(b). Notwithstanding anything in this Agreement to the contrary, the maximum indemnification liability of the Seller with respect to, or obligation to indemnify for, Losses under Section 5.1, shall not exceed $21,406,000 (the “Cap”); provided, however, that the Cap shall not apply to any breaches asserted with respect to the Seller Fundamental Representations or indemnification obligations arising under Sections 5.1(b) or 5.1(c) hereof, in which case the maximum indemnification liability of the Seller shall not exceed the Purchase Price, or to indemnification obligations arising Section 5.1(d), in which case the maximum indemnification liability of the Seller shall be as forth in the following sentence. Notwithstanding anything herein to the contrary, (x) the Seller shall not have any liability with respect to, or obligation to indemnify for, Losses under Section 5.1(d) hereof unless the aggregate amount of Losses for which the Seller would, but for the provisions of this Section 5.5, be liable for Damages exceeds, on an aggregate basis, $100,000 (the “Environmental Deductible”), it being agreed that exceed, in once the aggregateEnvironmental Deductible is reached, the Cap less Purchaser will be entitled to receive the Deductibleentire amount of such Losses, and (y) the maximum indemnification liability of the Seller with respect to, or obligation to indemnify for, Losses under Section 5.1(d), shall not exceed $21,406,000. (db) Notwithstanding clause anything in this Agreement to the contrary, the maximum indemnification liability of the Purchaser with respect to, or obligation to indemnify for, Losses under Section 5.2(a), shall not exceed the Cap; provided, however, that the Cap shall not apply to any breaches asserted with respect to the Purchaser Fundamental Representations or indemnification obligations arising under Section 5.2(b) or Section 5.2(c) hereof, in which case the maximum indemnification liability of the Purchaser, shall not exceed the Purchase Price. (c) aboveThe amount of any Losses payable to an Indemnified Party shall be computed net of (i) payments actually received by such Indemnified Party under any insurance arrangements (including the Purchaser Environmental Insurance Policy) (net of any applicable collection costs, expenses, and deductibles incurred in collecting such recovery, as well as any increased insurance premiums as a direct result of such insurance claims for one year following such initial premium adjustment) with respect to such Losses and (ii) any recovery (including from reimbursement arrangements, indemnification rights, contribution rights or similar arrangements) by the Indemnified Party from any other Person with respect to such Losses. If an Indemnified Party receives such insurance proceeds or reimbursement, indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this ARTICLE 5, the payment under this ARTICLE 5 with respect to such Losses shall be reduced by the amount of such insurance proceeds or reimbursement, indemnity, contribution or similar payments (net of any applicable collection costs, expenses, and deductibles incurred in collecting such recovery as well as any increased insurance premiums as a direct result of such insurance claims for one year following such initial premium adjustment). If an Indemnified Party receives such insurance proceeds or reimbursement, indemnity, contribution or similar payments after being indemnified with respect to some or all of such Losses, such Indemnified Party shall pay to the extent Indemnifying Party the CONE Indemnitees are entitled lesser of (i) the amount of such insurance proceeds or reimbursement, indemnity, contribution or similar payment (net of any applicable collection costs, expenses, and deductibles incurred in collecting such recovery, as well as any increased insurance premiums as a direct result of such insurance claims for one year following such initial premium adjustment) and (ii) the aggregate amount paid by the Indemnifying Party to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for any Indemnified Party with respect to such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the CapLosses.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering P66 Company shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 3.4 million (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering P66 Company shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 34.0 million (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, Damages for breach of the representations or warranties in Section 3.13), P66 Company shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering P66 Company shall be fully liable for Damages pursuant to Section Sections 8.2(b), 8.2(c) or Section 8.2(c8.2(d) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE P66 Company Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE P66 Company Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. Notwithstanding the other provisions of this Article IX: (a) To the extent the Partnership Indemnitees are No Purchaser Group Member shall be entitled to be indemnified pursuant to Sections 9.2(a) or 9.2(b)(ii) unless and until the Damages incurred by Purchaser Group Members shall exceed $50,000 per claim, or an aggregate of $250,000 for all such claims (the "Threshold"), and upon exceeding such per-claim or aggregate amount, the Purchaser Group Members shall be entitled to be indemnified for all Damages (including all Damages below such amounts). The maximum aggregate amount of indemnification for Damages pursuant to Section 8.2(a9.2(b)(ii) (but not including Damages for breaches of Fundamental Representations), CONE Gathering that may be received by Purchaser Group Members shall not be liable for those Damages unless exceed the aggregate sum of $9,000,000 plus an amount of Damages exceeds $2,480,000 (the “Deductible”), and then only equal to the extent of any Plan Account Balance (such excesssum, the "Cap"); provided, however, that CONE Gathering Purchaser Group Members shall not be liable entitled to be indemnified for all Damages pursuant on a dollar-for-dollar basis from the first dollar of Damages, without regard to Section 8.2(athe per-claim or aggregate Threshold or the Cap, incurred as a result of any breach of the representations and warranties set forth in Sections 2.1, 2.3, 2.6, 3.1, 3.2(c) (to the extent that Damages under 3.2(c) arise in connection with the breach of any section of Article III of the Redemption Agreement other than Sections 3.4 or 3.5 thereof), 3.3, 3.5 or 3.22; and provided, further, however, that Purchaser Group Members shall be entitled to be indemnified for all Damages on a dollar-for-dollar basis from the first dollar of Damages, without regard to the per-claim or aggregate Threshold but not including subject to the Cap, incurred as a result of any breach of the representations and warranties set forth in Sections 3.2(c) (to the extent that Damages under 3.2(c) arise in connection with the breach of Sections 3.4 or 3.5 of the Redemption Agreement), 3.15, 3.19 or 3.20; and provided, further, however, that the Purchaser Group Members shall be indemnified for breaches all Damages in excess of Fundamental Representations) that exceed$50,000, without regard to the per claim or aggregate Threshold or the Cap, incurred by the Purchaser Group Members in connection with the August 9, 2005 incident in the aggregate, $37,200,000 (Welland Canal involving the “Cap”) less the DeductibleM/V Mississagi. (b) Notwithstanding clause (a) above, Any amounts payable to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages any Purchaser Group Member pursuant to Section 8.2(b) 9.2(b)(ii), subject to Section 9.4(a), shall be paid or Section 8.2(cotherwise satisfied first from the Escrow Amount and, upon depletion of the Escrow Amount, 67.5% from Sellers (subject to the maximum indemnification amounts for each Seller specified in Exhibit 12 and in accordance with the percentages set forth thereon) and for breaches 32.5% through reduction of Fundamental Representations without regard the Plan Account Balance until the Plan Account Balance has been depleted, and then 100% from Sellers (subject to the Deductible or maximum indemnification amounts for each Seller specified in Exhibit 12 and in accordance with the Cappercentages set forth thereon). (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate The amount of any Damages exceedsfor which indemnification is provided under this Article IX shall be net of any insurance proceeds available under any insurance policies as then in effect to an Indemnitee hereunder (or any Affiliate thereof) in connection with the events or circumstances giving rise to the indemnification, in the aggregate, the Deductible, and then but only to the extent of that the Indemnitee (or any Affiliate) actually receives any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductibleinsurance proceeds (or any benefits thereof). The Indemnitee (or such Affiliate) will use commercially reasonable efforts to claim and recover under such insurance policies. (d) The parties acknowledge and agree that after the Closing, the indemnification provisions contained in Sections 9.2 and 9.3 shall be the sole and exclusive remedy for Damages arising out of or caused by the breach of any of the representations, warranties, covenants or agreements of the parties contained in this Agreement or in any certificate delivered in connection herewith, except for any remedies that may be available under Section 6.2 or with respect to claims arising out of fraud or willful misconduct. (e) Notwithstanding clause (c) aboveanything to the contrary contained in this Agreement, there shall be no recovery for Damages by any Purchaser Group Member, and such Damages shall not be included in determining the Thresholds under this Section 9.4, to the extent such item has been paid by the CONE Indemnitees are Sellers in accordance with Section 6.3 or accrued for on the Estimated Closing Date Balance Sheet and included in the computation of Estimated Net Working Capital for purposes of adjusting the Purchase Price pursuant to Section 1.4 (it being understood that any Purchaser Group Member's right to indemnification for any such Damages in excess of the accruals on the Company's books and records shall not be affected by this Section 9.4(e)). In addition, no Purchaser Group Member shall be entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard in respect of a claim of breach of Section 3.3(a) to the Deductible extent that the Indemnitor can establish by a final judgment of a court of competent jurisdiction that Laurence S. Levy had knowledge (assuming for these purposes that Laurexxx X. Xxxx xxxxl have made reasonable inquiry with respect to suxx xxxxxxx xx xxs legal, accounting and other representatives) on or before the Cap. For Closing Date of the avoidance of doubtfacts, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) events or Section 8.1(c) without regard to the Deductible or the Capcircumstances that caused such breach.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification There shall be no liability for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages representations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Buyer Indemnified Parties exceeds Four Hundred Thousand Dollars ($2,480,000 (the “Deductible”400,000), and then only to the extent of any such excess; provided, however, that CONE Gathering after such amount of Damages exceeds Four Hundred Thousand Dollars ($400,000), all Damages, excluding the first Four Hundred Thousand Dollars ($400,000), shall not be liable recoverable by the Buyer Indemnified Parties. There shall be no liability for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representationsrepresentations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Seller Indemnified Parties exceeds Four Hundred Thousand Dollars ($400,000); provided, however, after such amount of Damages exceeds Four Hundred Thousand Dollars ($400,000), all Damages, excluding the first Four Hundred Thousand Dollars ($400,000), shall be recoverable by the Seller Indemnified Parties. The foregoing limitations in this Section 9.5(a) that exceedabove shall not apply to (i) the representations and warranties set forth in Sections 3.4 (Capitalization), 3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.20 (Brokers), 4.4 (Company Stock), 4.5 (Brokers) and 5.4 (Brokers), or (ii) claims based on fraud or intentional misrepresentation, with respect to which, in each case, all Damages shall be recoverable from the aggregate, $37,200,000 (first dollar and shall be counted in determining whether the “Cap”thresholds in this Section 9.5(a) less the Deductiblehave been exceeded. (b) Notwithstanding clause (a) above, to The indemnification obligations of the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and Seller Parties for breaches of Fundamental Representations without regard representations and warranties shall be limited to an amount equal to Nine Million Three Hundred Seventy Thousand Dollars ($9,370,000) plus the amount of any interest, dividends and other income resulting from the investment of the Escrowed Funds and earnings thereon and proceeds thereof. The indemnification obligations of Parent and Merger Sub for breaches of representations and warranties shall be limited to Nine Million Three Hundred Seventy Thousand Dollars ($9,370,000) plus the amount of any interest, dividends and other income resulting from the investment of the Escrowed Funds and earnings thereon and proceeds thereof. The foregoing limitations in this Section 9.5(b) above shall not apply to (i) the representations and warranties set forth in Sections 3.4 (Capitalization), 3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.15 (Government Contracts), 3.20 (Brokers), 4.4 (Company Stock), 4.5 (Brokers) and 5.4 (Brokers), or (ii) claims based on fraud or intentional misrepresentation, with respect to which, in each case, (A) no Damages shall be counted in determining whether the cap in this Section 9.5(b) has been exceeded, and (B) the indemnification obligations shall be limited to an aggregate amount equal to the Deductible Merger Consideration. The indemnification obligations of the parties hereto and the rights and remedies that may be exercised by an Indemnified Party shall not be 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 CapIndemnified Parties or any of their Representatives. (c) To The amount that may be recovered hereunder by an Indemnified Party shall be reduced by an amount equal to any insurance recovery actually received by the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only Indemnified Party (except to the extent of any such excess; providedinsurance proceeds must be repaid by the Indemnified Party or its Affiliates to the insurer through adjustments to past, however, that present or future insurance premiums or other similar mechanisms payable within the Partnership Parties three (3) year period following the date of the claim giving rise to such increase) and shall not be liable appropriately adjusted for Damages that exceed, actual Tax consequences and for the time value of money. Parent and Merger Sub shall have the right to determine in the aggregate, the Cap less the Deductibletheir sole discretion whether to pursue any such insurance or Tax recovery. (d) Notwithstanding clause (c) above, to To the extent a Liability for Taxes was reflected as a “Deferred tax liability” or otherwise expressly set forth as a tax liability under the CONE Indemnitees are heading “Current Liabilities” on the Closing Balance Sheet, as finally determined pursuant to Section 1.12, the Buyer Indemnified Parties shall not be entitled to indemnification for Damages such Liability for claims arising from fraudTaxes under Section 6.6(a), the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b9.1(a)(i) or Section 8.1(c9.1(a)(vi). (e) without regard to For purposes of this Article IX, all representations and warranties in Section 3.15(b) shall be construed as if the Deductible words “materially,” “in all material respects” or the Capsimilar words were omitted from such representations and warranties.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages Seller will have no Liability pursuant to Section 8.2(a10.02(a)(i) (but not including Damages with respect to Losses for breaches of Fundamental Representations)which indemnification is provided thereunder, CONE Gathering shall not be liable for those Damages unless except to the extent the aggregate amount of Damages such Losses under Section 10.02(a)(i) exceeds an amount equal to $2,480,000 500,000 (the “DeductibleBasket”); provided, however, such Basket shall not apply to Seller’s indemnification obligations under Section 10.02(a)(i), to the extent related to breaches of any of the Fundamental Representations (with the exception of breaches of Section 3.10, which will continue to be subject to the Basket) or in the case of Fraud. (b) Seller will not have Liability, individually or in the aggregate, for indemnification pursuant to Section 10.02(a)(i) and Section 10.02(a)(iii) with respect to Losses for which indemnification is provided thereunder to the extent that such indemnification payments, together with indemnification payments pursuant to Section 8.01 of the MSR Purchase Agreement, made in respect of any and all such Losses exceed, in the aggregate, an amount equal to $[***] (the “Cap”), in which case Seller will not be liable, individually or in the aggregate, for the portion of any such Losses in excess of such Cap; provided, however, that such Cap shall not apply to Seller’s indemnification obligations under Sections 10.02(a)(i) to the extent related to breaches of any of the Fundamental Representations or in the case of Fraud. (c) Subject to the other limitations set forth in this Section 10.05 or otherwise in this Agreement, in no event, other than for Fraud, will Seller’s Liability for indemnification pursuant to Section 10.02(a)(i) (but only with respect to Fundamental Representations) or Section 10.02(a)(ii) exceed, in the aggregate, an amount equal to the Purchase Price. (d) Purchaser will have no Liability pursuant to Section 10.03(a)(i) with respect to Losses for which indemnification is provided thereunder, except to the extent the aggregate amount of such Losses under Section 10.03(a)(i) exceeds an amount equal to the Basket, and then only to the extent in respect of any such excess; provided, however, that CONE Gathering such Basket shall not apply to Purchaser’s indemnification obligations under Section 10.03(a)(i) to the extent related to breaches of any of the Fundamental Representations or in the case of Fraud. (e) Purchaser will have no Liability for indemnification pursuant to Section 10.03(a)(i) with respect to Losses for which indemnification is provided thereunder to the extent that indemnification payments made in respect of any and all such Losses exceed, in the aggregate an amount equal to the Cap, in which case Purchaser will not be liable for Damages the portion of such Losses in excess of such Cap; provided, however, that such Cap shall not apply to Purchaser’s indemnification obligations under Section 10.03(a)(i) to the extent related to breaches of any of the Fundamental Representations or in the case of Fraud. (f) Subject to the other limitations set forth in this Section 10.05 or otherwise in this Agreement, in no event, other than for Fraud, will Purchaser’s Liability for indemnification pursuant to Section 8.2(a10.03(a)(i) (but not including Damages for breaches of Fundamental Representationsor Section 10.03(a)(ii) that exceed, in the aggregate, $37,200,000 (an amount equal to the “Cap”) less the DeductiblePurchase Price. (bg) Notwithstanding clause (a) abovethe fact that any indemnified party may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement or under any Transaction Agreement in respect of any fact, to the extent the Partnership Indemnitees are event, condition or circumstance, no indemnified party shall be entitled to indemnification for Damages for claims arising from fraud recover the amount of any Loss suffered by such indemnified party more than once, regardless of whether such Loss may be as a result of a breach of more than one representation, warranty, obligation or related to covenant or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible otherwise under this Agreement or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Capany Transaction Agreement. (ch) To The representations, warranties and covenants of the extent the CONE Indemnitees are entitled indemnifying party, and an indemnified party’s right to indemnification for Damages pursuant to Section 8.1(a)with respect thereto, the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent affected or deemed waived by reason of any such excess; provided, however, investigation made by or on behalf of the indemnified party (including by any of its Representatives) or by reason of the fact that the Partnership Parties shall not indemnified party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be liable for Damages that exceed, inaccurate or by reason of the indemnified party’s waiver of any condition set forth in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) 8.02 or Section 8.1(c) without regard to 8.03, as the Deductible or the Capcase may be.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CONE Gathering P66 Company shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,480,000 7.0 million (the “Deductible”), and then only to the extent of any such excess; provided, however, that CONE Gathering P66 Company shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $37,200,000 70.0 million (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from TaxesTaxes (including, CONE Gathering without limitation, Damages for breach of the representations or warranties -31- in Section 3.14), P66 Company shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering P66 Company shall be fully liable for Damages pursuant to Section Sections 8.2(b), 8.2(c) or Section 8.2(c8.2(d) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE P66 Company Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, to the extent the CONE P66 Company Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section Sections 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. The rights of an Indemnified Party to indemnification under this Article IX are subject to the following: (a) To the extent the Partnership Indemnitees are An Indemnified Party shall not be entitled to indemnification for Damages pursuant hereunder with respect to Section 8.2(aan Indemnifiable Claim (or, if more than one such Indemnifiable Claim is asserted, with respect to all such Indemnifiable Claims) (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless and until the aggregate amount of Damages with respect to such Indemnifiable Claim or Claims exceeds $2,480,000 100,000 (the “DeductibleThreshold Amount”), and then only with respect to the extent of any such excessamount that exceeds the Threshold Amount; provided, however, that CONE Gathering any Damages arising or resulting from the matters set forth in (i) Section 3.14 (Environmental Matters) and (ii) Section 3.16 (Tax Matters) shall not be liable for Damages pursuant subject to Section 8.2(a) (but not including Damages for breaches the Threshold Amount and such indemnification shall be effective with respect to the first dollar of Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the Deductiblesuch Damages. (b) Notwithstanding clause (a) above, anything contained in this Agreement to the extent contrary, the Partnership Indemnitees are entitled to indemnification for Damages maximum liability of an Indemnifying Party for claims for indemnification arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties hereunder shall not be liable for those Damages unless exceed $5,000,000 (the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess“Indemnity Cap”); provided, however, that any Damages arising or resulting from (i) fraud, intentional misrepresentation or willful breach of this Agreement, (ii) the Partnership Parties matters set forth on Section 3.15 (Environmental Matters), and (iii) the matters set forth on Section 3.17 (Taxes) shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, subject to the extent Indemnity Cap and the CONE Indemnitees are entitled amount of any Damages arising or resulting from the matters set forth in Section 3.17 (Taxes) shall not be taken into account in determining the application of the Indemnity Cap to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Capother indemnified Damages.

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages The Shareholders shall have no liability pursuant to Section 8.2(a) or (but not including Damages for breaches of Fundamental Representations), CONE Gathering shall not be liable for those Damages unless c) with respect to Losses except to the extent that the aggregate amount of Damages such Losses exceeds an amount equal to $2,480,000 200,000 (the “DeductibleBasket”), and then only in which event the Shareholders shall be required to pay or be liable for all such Losses from the extent of any such excessfirst dollar; provided, however, that CONE Gathering this Section 8.4(a) shall not be liable for Damages apply to breach or inaccuracy of any Fundamental Representation. (b) Xxxxx and the Xxxxx Trust together shall not have any liability pursuant to Section 8.2(a) or (but c) in an aggregate amount greater than $500,000, and Xxxxx shall not including Damages for breaches have any liability pursuant to Section 8.2(a) or (c) in an aggregate amount greater than $500,000, and thereafter the Buyer Indemnified Persons’ only recourse in respect of any excess liability shall be with respect to the R&W Insurance Policy; provided, however, that this Section 8.4(b) shall not apply to breach or inaccuracy of any Fundamental Representations) that exceed, in the aggregate, $37,200,000 (the “Cap”) less the DeductibleRepresentation. (bc) Notwithstanding clause Buyer shall have no liability pursuant to Section 8.3(a) with respect to Losses except to the extent that the aggregate amount of such Losses exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar; provided, however, that this Section 8.4(c) shall not apply to breach or inaccuracy of any Fundamental Representation. (ad) aboveBuyer shall have no liability pursuant to Section 8.3(a) in an aggregate amount greater than $1,000,000; provided, however, that this Section 8.4(d) shall not apply to breach or inaccuracy of any Fundamental Representation. (e) No Shareholder shall have liability pursuant to Section 8.2 in an aggregate amount greater than the portion of the Purchase Price such Shareholder actually receives. (f) No Shareholder shall have any liability pursuant to Section 8.2(c) through (h) with respect to a Loss for more than such Shareholder’s Pro Rata Share of such Loss. (g) No Shareholder shall have any liability pursuant to Section 8.2 with respect to a Loss arising from any breach of a warranty, representation, covenant or obligation of or relating to another Shareholder. (h) For purposes of this Article 8, any inaccuracy in or breach of any representation or warranty other than any Fundamental Representation shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (i) No Shareholder shall have any liability pursuant to Section 8.2 with respect to a Loss to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering shall be fully liable for amount of such Damages without regard to Loss has been included in the Deductible or calculation of the Cap. Net Adjustment Amount (as finally determined and paid in accordance with Article 2). (j) For the avoidance of doubt, CONE Gathering no portion of the Escrow Amount shall be fully liable serve as security for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches any obligations of Fundamental Representations without regard to the Deductible or the Cap. (c) To the extent the CONE Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the DeductibleShareholders under this Article 8, and then only to in no event may Buyer make a claim against all or any portion of the extent of Escrow Amount for or in connection with any such excess; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductibleclaim or obligation under this Article 8. (d) Notwithstanding clause (c) above, to the extent the CONE Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) To Each of the extent Buyer Indemnified Parties and the Partnership Indemnitees are Seller Indemnified Parties shall be entitled to indemnification for Damages pursuant to Claims under Section 8.2(a) and Section 8.4(a) only to the extent that the aggregate Damages with respect to such matters exceed one-half of one percent (but not including Damages for breaches .5%) of Fundamental Representationsthe Final Purchase Price (such amount, the “Threshold”), CONE Gathering in which event the Buyer Indemnified Parties or the Seller Indemnified Parties shall not be liable responsible for those Damages unless the aggregate amount of Damages exceeds $2,480,000 (regardless of the “Deductible”)Threshold. However, and then only to the extent of any such excess; provided, however, that CONE Gathering this Section 8.6(a) shall not be liable for Damages pursuant apply to Section 8.2(a) (but not including Damages Claims for breaches of the Fundamental Representations) that exceedRepresentations or to any breach of any of a Seller’s or the Company’s representations and warranties of which such Seller had knowledge on the date on which such representation or warranty was made or any intentional breach by such Seller or the Company of any covenant or obligation contained herein, in Claims arising out of or relating to the aggregateKingsway Dispute, $37,200,000 (the “Cap”) less the Deductibleor Claims based on fraud. (b) Notwithstanding clause The aggregate amount the Buyer Indemnified Parties or the Seller Indemnified Parties may recover hereunder under Section 8.2(a) and Section 8.4(a) shall be limited to an amount equal to ten percent 10% of the Final Purchase Price (a) abovethe “Aggregate Liability Cap”), except in respect of a Claim for Damages under Section 6.9 or Claims for breach of the Fundamental Representations, for which the maximum aggregate liability shall be the amount of the Final Purchase Price, or Claims arising out of or relating to the extent the Partnership Indemnitees are entitled to indemnification Kingsway Dispute or Claims based on fraud, for Damages for claims arising from fraud or related to or arising from Taxes, CONE Gathering which there shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CONE Gathering shall be fully liable for Damages pursuant to Section 8.2(b) or Section 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Capno maximum aggregate liability limitation. (c) To the extent the CONE Indemnitees are entitled to indemnification Except for Damages pursuant payable to Section 8.1(athird parties (all of which third party damages shall be deemed foreseeable), the Partnership Parties no Indemnifying Party shall not be liable responsible for those any Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided, however, that the Partnership Parties shall Indemnifying Party could not be liable for Damages that exceed, in reasonably have foreseen at the aggregate, the Cap less the Deductibletime of execution of this Agreement. (d) Notwithstanding clause (c) aboveThe aggregate amount that the Buyer Indemnified Parties may recover hereunder from each Seller, Other Seller Party and Trust Beneficiary shall be such party’s Pro Rata Share Cap, except for Claims based on fraud by such Seller, for which there shall be no maximum aggregate liability limitations and for Claims under the following sentence. As between the Sellers, with respect to Damages arising from a breach by a Seller of the extent representations and warranties found in Article IV for which the CONE Indemnitees Buyer Indemnified Parties are entitled to indemnification hereunder, the breaching Seller shall be solely responsible for Damages arising therefrom and shall be responsible for claims arising from fraudone hundred percent (100%) of such Damages. (e) If any Buyer Indemnified Party has a claim under this Article VIII, the Partnership Buyer Indemnified Parties shall be fully liable entitled to (a) demand from and xxx to obtain relief from each Seller, Other Seller Party and Trust Beneficiary for its Pro Rata Share of such liability, (b) pursue and seek a judgment against each Seller, Other Seller Party and Trust Beneficiary (c) seek Damages without regard and other remedies set forth herein from each Seller, Other Seller Party and Trust Beneficiary, provided, however if any Seller, Other Seller Party or Trust Beneficiary shall pay in full its Pro Rata Share of Damages, then the Buyer Indemnified Parties shall not be entitled to obtain duplicate payment of those recovered amounts from any other Seller or Other Seller Party or Trust Beneficiary. By way of example, if Buyer has a claim for $1 million under Article VIII hereof and Buyer obtains a judgment against each Seller, Other Seller Party and Trust Beneficiary in the total amount of $1 million, then if Buyer receives payment from MNE Holdings, Inc. for its Pro Rata Share of the $1 million (equal to $58,800), then Buyer shall not be entitled to recover funds from KMK Enterprises LLC or G. Xxxxxx Xxxxxxx in respect of the $1 million, but Buyer shall be entitled to recover funds from each Seller and Other Seller for its Pro Rata Share of the remaining portion of the $1 million, provided that the aggregate dollar amount payable by MP Holdings LLC and its direct and indirect owners other than MNE Holdings, Inc., KMK Enterprises LLC, the G. Xxxxxx Xxxxxxx Trust and G. Xxxxxx Xxxxxxx in respect of the $1 million judgment will be reduced to reflect the payment of the $58,800. By way of further example, if Buyer has a claim for $1 million under Article VIII hereof and Buyer obtains a judgment against each Seller, Other Seller Party and Trust Beneficiary in the total amount of $1 million, then Buyer receives payment from MP Holdings LLC of its Pro Rata Share of the $1 million ($323,500), then Buyer shall not be entitled to further recover funds from any Other Seller Party or Trust Beneficiary which is a direct or indirect owner of MP Holdings LLC with respect to the Deductible or the Cap$1 million judgment. For the avoidance of doubt, the Partnership Parties Buyer shall be fully liable for Damages pursuant entitled to Section 8.1(brecover the remaining $676,500 of such judgment only from RM Ocean Harbor Holding, Inc. and its direct and indirect owners. (f) or Section 8.1(cIf the Claiming Party receives money from any third party (including insurance carriers) without regard with respect to a Claim as to which the Claiming Party has previously indemnified the Claiming Party, then the Claiming Party shall pay such recovery to the Deductible Indemnifying Party, less any expenses in obtaining such recovery, including reasonable attorney’s fees. (g) The sole and exclusive remedy of a Claiming Party with respect to Claims under or otherwise relating to the Captransactions that are the subject of this Agreement shall be the indemnification rights set forth in this Article VIII, except with respect to any intentional breach of any covenant or obligation contained herein or Claims based on fraud.