Common use of Limitations on Indemnities Clause in Contracts

Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing shall survive the Closing and shall remain in full force and effect for a period of two years from the Closing Date, except for the representations and warranties contained in Sections 5.2, 5.3, 6.1, 6.2, 7.2, 7.3, 8.2 and 8.3, which shall survive until the expiration of the applicable statute of limitations. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed. (b) To the extent the Operations Indemnitees are entitled to indemnification for Losses pursuant to Section 4.1, MPLI’s and Logistics’ aggregate liability to the Operation Indemnitees shall not exceed $120,000,000; provided, however, that such limitation shall not apply to breaches of the representations and warranties contained in Sections 5.1, 5.2, 5.3, 5.9, 7.1, 7.2 and 7.3. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE PAID TO AN UNAFFILIATED THIRD PARTY. ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE 4, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement Agreement, other than those contained in Section 3.11, and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing Closing, other than those contained in Article 8, shall survive the Closing and shall remain in full force and effect for a period of two years one year from the Closing Date, except for the representations and warranties contained in Sections 5.2, 5.3, 6.1, 6.2, 7.2, 7.3, 8.2 and 8.3, which shall survive until the expiration of the applicable statute of limitations. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date Date, other than those contained in Article 8, shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed. The representations and warranties contained in Section 3.11 and the covenants and agreements contained in Article 8 shall survive until the expiration of sixty (60) days after the end of the applicable statute of limitations period. (b) To the extent the Operations OpCo Indemnitees are entitled to indemnification for Losses pursuant to Section 4.19.1, MPLI(i) Landmark shall not be liable for any Losses until the aggregate amount of all Losses exceeds $225,000, in which event Landmark shall only be required to pay or be liable for Losses in excess of such amount, and (ii) Landmark’s and Logistics’ aggregate liability to the Operation OpCo Indemnitees shall not exceed $120,000,0001,785,000; provided, however, that such limitation limitations shall not apply to breaches of the representations and warranties contained in Sections 5.13.1, 5.23.2, 5.33.9, 5.9and 3.11, 7.1or to breaches of the covenants and agreements contained in Sections 2.6, 7.2 7.2, 13.4 and 7.313.5 and Article 8. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE PAID TO AN UNAFFILIATED THIRD PARTY. ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE 49, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing shall survive the Closing and shall remain in full force and effect for a period of two years one (1) year from the Closing Date, except for (i) the representations and warranties contained in Sections 5.1, 5.2, 5.3, 5.7, 6.1, 6.2, 7.26.3, 7.3and 6.5 (collectively, 8.2 the “Fundamental Representations”), which shall survive for a period of three (3) years from the Closing Date, and 8.3(ii) the representations and warranties contained in Section 5.10 (Taxes), which shall survive until the date that is sixty (60) days after the expiration of the applicable statute statutes of limitationslimitations (including all periods of extension and tolling). Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed. If a notice of a claim for indemnification under this Article IV has been timely given in accordance with this Agreement prior to the expiration of the applicable survival period for the applicable representation, warranty or covenant, then the applicable representation, warranty or covenant shall survive as to such claim, until such claim has been finally resolved. (b) To the extent the Operations WRS Indemnitees are entitled to indemnification for Losses pursuant to Section 4.14.1(a)(i) (but not including Losses with respect to breaches of Fundamental Representations, MPLI’s the representations and Logistics’ warranties contained in Section 5.10 (Taxes), or Energy Taxes), MPLX shall not be liable for those Losses unless the aggregate liability amount of such Losses exceeds the Deductible, and then only to the Operation Indemnitees shall not exceed $120,000,000extent of any such excess; provided, however, that the aggregate liability to the WRS Indemnitees pursuant to such limitation shall Sections (but not apply including Losses with respect to breaches of Fundamental Representations, the representations and warranties contained in Sections 5.1Section 5.10 (Taxes), 5.2, 5.3, 5.9, 7.1, 7.2 and 7.3or Energy Taxes) shall not exceed the Cap. The maximum aggregate liability of MPLX for Losses under Section 4.1(a) shall not exceed the Total Value. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE FINALLY AND JUDICIALLY DETERMINED AND PAID TO AN UNAFFILIATED THIRD PARTY. ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE 4Article IV, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT).

Limitations on Indemnities. (ai) Subject The Seller shall not have any liability pursuant to Section 8(a)(i) unless and until the limitations aggregate amount of all Adverse Consequences subject to this Section 8(g)(i) exceeds the Threshold Amount, and other provisions then the Seller shall have liability only for the amount of this Agreement, the representations and warranties such Adverse Consequences in excess of the Parties hereto Threshold Amount; provided, that this Section 8(g)(i) shall not apply to a breach of any representation or warranty contained in Section 3(a) (Organization), Section 3(b) (Capitalization), Section 3(c)(i) (Authorization of Transaction), Section 3(d) (Brokers' Fees), or Section 3(e) (Subsidiaries). (ii) The Buyer shall not have any liability pursuant to Section 8(b)(i) unless the aggregate amount of all Adverse Consequences subject to this Agreement Section 8(g)(ii) exceeds the Threshold Amount, and then the Buyer shall have liability only for the amount of such Adverse Consequences in excess of the Threshold Amount; provided, that this Section 8(g)(ii) shall not apply to a breach of any representation or warranty contained in Section 4(a) (Organization), Section 4(b)(i) (Authorization of Transaction), Section 4(c) (Brokers' Fees) or Section 4(g) (Investment Purpose). (iii) The Seller's aggregate liability under Section 8(a)(i) shall be limited in the aggregate to 10% of the Purchase Price; provided, that this Section 8(g)(iii) shall not apply to a breach of any representation or warranty contained in Section 3(a) (Organization), Section 3(b) (Capitalization), Section 3(c)(i) (Authorization of Transaction), Section 3(d) (Brokers' Fees) or Section 3(e) (Subsidiaries). Without limiting the other limitations on the indemnification responsibilities of Seller set forth herein, in no event shall the aggregate liability of the Seller for indemnity under this Section 8 exceed the amount of the Purchase Price. (iv) For purposes of calculating Adverse Consequences hereunder (but not for purposes of determining whether any particular representation, warranty or covenant contained herein has been breached), any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements of the Parties hereto contained herein required to shall be fully performed on or before the Closing shall survive the Closing and shall remain in full force and effect for a period of two years from the Closing Date, except for the representations and warranties contained in Sections 5.2, 5.3, 6.1, 6.2, 7.2, 7.3, 8.2 and 8.3, which shall survive until the expiration of the applicable statute of limitations. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performedignored. (bv) To the extent that a Party has a payment obligation to the Operations Indemnitees are entitled to other Party for indemnification for Losses pursuant to this Section 4.18, MPLI’s and Logistics’ aggregate liability such obligated Party shall have the right to offset such payment obligations against amounts owed, if any, by such other Party to the Operation Indemnitees obligated Party under Section 2(f)(v). (vi) Subject to Section 8(i), in no event shall any Party be liable under this Section 8 for punitive, treble, exemplary or other damages that are not exceed $120,000,000actual damages in accordance with Law; provided, however, that, subject to any limitations on indemnification set forth in this Agreement, to the extent a Third Party Claim includes such punitive, treble, exemplary or other damages that are not actual damages in accordance with Law and are otherwise indemnifiable under this Section 8, such limitation punitive, treble, exemplary or other damages shall not apply be included in determining such Party's Adverse Consequences relating to breaches of the representations and warranties contained in Sections 5.1, 5.2, 5.3, 5.9, 7.1, 7.2 and 7.3such third party claim. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE PAID TO AN UNAFFILIATED THIRD PARTY. ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE 4, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing shall survive the Closing and shall remain in full force and effect for a period of two years from the Closing Date, except for the representations and warranties contained in Sections 5.2Section 3.1, 5.3Section 3.2, 6.1Section 3.3, 6.2Section 3.5, 7.2Section 3.11, 7.3Section 3.18, 8.2 Section 4.1, and 8.3Section 4.2, which shall survive until the expiration of the applicable statute of limitations. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed. (b) To the extent the Operations Holdings Indemnitees are entitled to indemnification for Losses pursuant to Section 4.12.1, MPLISponsor’s and Logistics’ aggregate liability to the Operation Holdings Indemnitees pursuant to Section 2.1 shall not exceed $120,000,00015,500,000; provided, however, that such limitation shall not apply to breaches of the representations and warranties contained in Sections 5.13.1, 5.23.2, 5.33.3, 5.93.5, 7.13.11, 7.2 3.17 and 7.33.18. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE PAID TO AN UNAFFILIATED THIRD PARTY. ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE 42, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, JOINT AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).PASSIVE

Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement Agreement, other than those contained in Section 3.11, and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing Closing, other than those contained in Article 8, shall survive the Closing and shall remain in full force and effect for a period of two years one year from the Closing Date, except for the representations and warranties contained in Sections 5.2, 5.3, 6.1, 6.2, 7.2, 7.3, 8.2 and 8.3, which shall survive until the expiration of the applicable statute of limitations. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date Date, other than those contained in Article 8, shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed. The representations and warranties contained in Section 3.11 and the covenants and agreements contained in Article 8 shall survive until the expiration of sixty (60) days after the end of the applicable statute of limitations period. (b) To the extent the Operations OpCo Indemnitees are entitled to indemnification for Losses pursuant to Section 4.19.1, MPLI(i) Landmark shall not be liable for any Losses until the aggregate amount of all Losses exceeds $101,500, in which event Landmark shall only be required to pay or be liable for Losses in excess of such amount, and (ii) Landmark’s and Logistics’ aggregate liability to the Operation OpCo Indemnitees shall not exceed $120,000,0001,015,000; provided, however, that such limitation limitations shall not apply to breaches of the representations and warranties contained in Sections 5.13.1, 5.23.2, 5.33.9, 5.9and 3.11, 7.1or to breaches of the covenants and agreements contained in Sections 2.6, 7.2 7.2, 13.4 and 7.313.5 and Article 8. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE PAID TO AN UNAFFILIATED THIRD PARTY. ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE 49, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

Limitations on Indemnities. (a) Subject The Purchaser Indemnified Parties’ right to make an Indemnity Claim pursuant to Section 9.1 hereof, and the Vendor Indemnified Parties’ right to make an Indemnity Claim pursuant to Section 9.2 hereof, will be subject to the time limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing shall survive the Closing and shall remain in full force and effect for a period of two years from the Closing Date, except for the representations and warranties contained in Sections 5.2, 5.3, 6.1, 6.2, 7.2, 7.3, 8.2 and 8.3, which shall survive until respectively, with respect to the expiration survival of the applicable statute of limitations. Each covenant representations and agreement of warranties made by the Parties in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performedhereunder. (b) To Subject to Subsection 9.6(d) hereof, and provided the extent Transactions hereby contemplated are closed, the Operations Indemnitees are Purchaser Indemnified Parties shall not be entitled to make any claim for indemnification for Losses against the Vendor or the Purchaser, as applicable, pursuant to Section 4.19.1, MPLI’s unless and Logistics’ until the aggregate liability amount of the Damages incurred by the Purchaser Indemnified Parties or the Vendor Indemnified Parties, as applicable, as a result of all misrepresentations, inaccuracies, incorrectness or breaches of representations and warranties made by the Vendor or the Purchaser pursuant to this Agreement or pursuant to any document or certificate executed as part of or in order to carry out the Transactions is equal to one hundred thousand dollars ($100,000) (the “Threshold Amount”). Provided that, if the Purchaser Indemnified Parties or Vendor Indemnified Parties have incurred Damages in an aggregate amount at least equal to the Operation Indemnitees Threshold Amount, then the Vendor or the Purchaser, as applicable, shall not exceed $120,000,000; providedbe liable to the Purchaser Indemnified Parties or the Vendor Indemnified Parties for the full amount of all Damages that the Purchaser Indemnified Parties or Vendor Indemnified Parties have suffered or may suffer resulting from or arising out of such misrepresentation, howeverinaccuracy, that such limitation shall not apply incorrectness or breach, including the Threshold Amount itself. For purposes of determining whether the Threshold Amount has been exceeded, all references to breaches of material or Material Adverse Effect in the representations and warranties contained in Sections 5.1made by the Vendor or the Purchaser, 5.2as applicable, 5.3, 5.9, 7.1, 7.2 and 7.3shall be disregarded. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENTSubject to Section 9.6(d) hereof, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARYthe maximum aggregate liability of: (i) the Vendor for any and all claims by the Purchaser Indemnified Parties for indemnification in respect of Damages pursuant to Section 9.1 will be limited to an amount equal to the Purchase Price; and (ii) the Purchaser for any and all claims by the Vendor Indemnified Parties for indemnification in respect of Damages pursuant to Section 9.2 will be limited to one hundred thousand dollars ($100,000), PUNITIVEother than the Purchaser’s covenant to pay the Purchase Price, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE PAID TO AN UNAFFILIATED THIRD PARTYwhich is limited to an amount equal to the Purchase Price. ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE 4, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCTthe “Indemnity Cap”). (d) Notwithstanding the foregoing, neither the limitation in Section 9.6(b) with respect to the Threshold Amount nor the limitation in Section 9.6(c) with respect to the Indemnity Cap shall apply in respect of: (i) any Indemnity Claims for Damages incurred by any Purchaser Indemnified Parties or Vendor Indemnified Parties, as applicable, attributable to: (A) any misrepresentation, inaccuracy, incorrectness or breach of any of the Fundamental Representations; or (B) intentional misrepresentation or fraud on the part of the Vendor or Purchaser; or (ii) any Indemnity Claim pursuant to Section 2.3. (e) Nothing in this Agreement shall be construed to restrict or limit the general obligation of an Indemnified Party under Applicable Law to mitigate any Damages which it may suffer or incur by reason of the breach by an Indemnifying Party of any representation, warranty, covenant or obligation of such Party under this Agreement. If any claim of an Indemnified Party can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the Indemnified Party shall use its commercially reasonable efforts to enforce such claim, recovery, settlement or payment and the amount of any Damages owed by the Indemnified Party shall be reduced by the amount of insurance proceeds or other damages actually recoverable by the Indemnified Party.

Limitations on Indemnities. (a) Subject The Sellers shall not have any liability pursuant to Section 9.1(a)(i) unless and until the aggregate amount of all Adverse Consequences subject to this Section 9.7(a) exceeds the Threshold Amount, and then the Sellers shall have liability for all Adverse Consequences in excess of the Threshold Amount up to an amount equal to the limitations and other provisions Indemnity Cap Amount; provided that this Section 9.7(a) shall not apply to a breach of this Agreementany representation or warranty contained in Section 3.1 (Organization), Section 3.2 (Capitalization), Section 3.3(a) (Authorization of Transaction), Section 3.4 (Brokers’ Fees) or Section 3.5 (Subsidiaries) (collectively, the representations and warranties “Company Fundamental Representations”), Section 4.1 (Capitalization) or 4.2(a) (Authorization of Transaction) (collectively, the Parties hereto contained in this Agreement and the covenants and agreements of the Parties hereto contained herein required to be fully performed on “Seller Fundamental Representations”) or before the Closing shall survive the Closing and shall remain in full force and effect for a period of two years from the Closing Date, except for the representations and warranties contained in Sections 5.2, 5.3, 6.1, 6.2, 7.2, 7.3, 8.2 and 8.3, which shall survive until the expiration of the applicable statute of limitations. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performedSection 3.8 (Taxes). (b) To the extent the Operations Indemnitees are entitled to indemnification for Losses The Buyer shall not have any liability pursuant to Section 4.19.2(a) unless and until the aggregate amount of all Adverse Consequences subject to this Section 9.7(b) exceeds the Threshold Amount, MPLI’s and Logistics’ aggregate then the Buyer shall have liability for all Adverse Consequences in excess of the Threshold Amount up to an amount equal to the Operation Indemnitees shall not exceed $120,000,000Indemnity Cap Amount; provided, however, provided that such limitation this Section 9.7(b) shall not apply to breaches a breach of the representations and warranties any representation or warranty contained in Sections 5.1Section 5.1 (Organization) or Section 5.2(a) (Authorization of Transaction) (collectively, 5.2, 5.3, 5.9, 7.1, 7.2 and 7.3the “Buyer Fundamental Representations”). (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENTEach Seller’s liability pursuant to Sections 9.1(a)(i) and 9.1(b) shall not exceed the portion of the Purchase Price received by such Seller; provided that this Section 9.7(c) shall not apply in the event of fraud on the part of any of the Sellers. (d) For purposes of calculating Adverse Consequences hereunder, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARYany materiality or Material Adverse Effect qualifications in the representations, PUNITIVEwarranties, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE PAID TO AN UNAFFILIATED THIRD PARTY. ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE 4, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)covenants and agreements shall be ignored.

Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing shall survive the Closing and shall remain in full force and effect for a period of two years from the Closing Date, except for the representations and warranties contained in Sections Section 4.2, Section 4.3, Section 5.1, and Section 5.2, 5.3, 6.1, 6.2, 7.2, 7.3, 8.2 and 8.3, which shall survive until the expiration of the applicable statute of limitations. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed. (b) To the extent the Operations Indemnitees are entitled to indemnification for Losses pursuant to Section 4.13.1, MPLIInvestment’s and Logistics’ aggregate liability to the Operation Indemnitees shall not exceed $120,000,00060,000,000.00; provided, however, that such limitation shall not apply to breaches of the representations and warranties contained in Sections 5.14.1, 5.24.2, 5.3, 5.9, 7.1, 7.2 4.3 and 7.34.9. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE PAID TO AN UNAFFILIATED THIRD PARTY. ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE 43, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

Limitations on Indemnities. (a) Subject Sellers shall not have any indemnification obligations pursuant to Section 11.02(a)(ii), except to the limitations extent that the aggregate amount of Damages incurred or suffered by the Buyer Indemnified Parties that Sellers are otherwise responsible for under Section 11.02(a)(ii) hereof and other provisions Section 5.3(a)(ii) of this Agreementthe Technology and Intellectual Property License Agreement exceeds Three Hundred Thousand Dollars ($300,000) (the “Indemnity Threshold”), at which time the Buyer Indemnified Parties shall be entitled to assert claims against Sellers for Damages in excess of, but excluding, the Indemnity Threshold, except for claims based on actual fraud; provided, that Sellers shall not have any indemnification obligations pursuant to Section 11.02(a)(ii) for any individual claim for Damages of less than Fifteen Thousand Dollars ($15,000) (the “Claim Threshold”) and no such claim shall be included in calculating the Indemnity Threshold; and provided further, that except for claims based on actual fraud the maximum aggregate liability of Sellers for all claims by Buyer under Section 11.02(a)(ii) hereof and Section 5.3(a)(ii) of the Technology and Intellectual Property License Agreement shall not exceed the amount of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Indemnity Cap”). Notwithstanding the foregoing, the Indemnity Threshold shall not apply to Damages incurred or suffered by Buyer as a result of Sellers’ breach of its representations and warranties of the Parties hereto contained set forth in this Agreement and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing shall survive the Closing and shall remain in full force and effect for a period of two years from the Closing Date, except for the representations and warranties contained in Sections 5.2, 5.3, 6.1, 6.2, 7.2, 7.3, 8.2 and 8.3, which shall survive until the expiration of the applicable statute of limitations. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performedSection 6.10. (b) To the extent the Operations Indemnitees are entitled to Buyer shall not have any indemnification for Losses obligations pursuant to Section 4.111.02(b)(ii), MPLI’s except to the extent that the aggregate amount of Damages incurred or suffered by Sellers that Buyer is otherwise responsible for under Section 11.02(b)(ii) exceeds the Indemnity Threshold, at which time Sellers shall be entitled to assert claims against Buyer for Damages in excess of, but excluding, the Indemnity Threshold, except for claims based on fraud; provided, that Buyer shall not have any indemnification obligations pursuant to Section 11.02(b)(ii) for any individual claim for Damages of less than the Claim Threshold and Logistics’ no such claim shall be included in calculating the Indemnity Threshold; provided further, that except for claims based on actual fraud the maximum aggregate liability to the Operation Indemnitees of Buyer for all claims by Sellers under Section 11.02(b)(ii) shall not exceed $120,000,000; providedthe Indemnity Cap. (c) Notwithstanding anything to the contrary contained in this Agreement, howeverthe Indemnity Threshold, that such limitation Claim Threshold and Indemnity Cap (i) shall not apply to breaches or inaccuracies of any of the representations Sellers Fundamental Representations or the Buyer Fundamental Representations, (ii) shall not apply to Sellers’ indemnification obligations under Section 11.02(a)(iii), (iv), (v), (vi), or (vii) or to Buyer’s indemnification obligations under Section 11.02(b)(iii), (iv), (v), (vi) or (vii), and warranties contained (iii) shall not apply to, or in Sections 5.1any way limit or impair the rights of a Party to pursue, 5.2any rights, 5.3remedies or claims based on fraud, 5.9, 7.1, 7.2 and 7.3gross negligence or willful misconduct. (cd) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENTNotwithstanding anything to the contrary in this Agreement, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARYexcept with respect to actual fraud, PUNITIVEthe remedies provided by this Article XI shall be deemed the sole and exclusive remedies of the Parties, REMOTE OR SPECULATIVE DAMAGESfrom and after the Closing Date, EXCEPTwith respect to the subject matters of the indemnification provisions of this Article XI, IN EACH CASEand the Parties each hereby waive to the extent permitted by applicable Law any other remedy and any theory of recovery or cause of action (other than enforcement of contractual remedies pertaining to indemnification under this Article XI, TO THE EXTENT SUCH DAMAGES ARE PAID TO AN UNAFFILIATED THIRD PARTY. ALL RELEASESas permitted hereby), DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE 4, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)to which they or any Person entitled to indemnification hereunder may have at law or in equity with respect thereto.