Common use of Limitations on Indemnity Clause in Contracts

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a8.2(a)(i) hereof (other than with respect to a breach or inaccuracy of a Seller Fundamental Representation) except to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (for which indemnification is sought pursuant to Section 8.2(a)(i) hereof exceed $500,000) 1,637,500 (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “CapDeductible”); provided, that, if in which case the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer Indemnified Parties shall be entitled to recover for Damages recover, subject to the other limitations in this Section 11.6 Article VIII, only to the extent such Damages in the aggregate exceed the ThresholdDeductible. (b) Notwithstanding anything expressed or implied herein to the contrary, other than as specifically set forth in Section 8.5(i) or in the case of common law fraud by Sellers in the making of such representations and warranties contained in Article II and Article III, the Closing Escrow Funds shall be the sole and exclusive source for the satisfaction of any Damages indemnifiable by Sellers under and pursuant to Section 8.2(a)(i), and once such funds have been exhausted or released, (i) Sellers shall have no direct or indirect liability with respect to, and no obligation to satisfy, any claim by any Buyer Indemnified Party under Section 8.2(a)(i) and (ii) the sole and exclusive remedy of the Buyer Indemnified Parties in respect of any such Damages shall be limited to the R&W Insurance Policy. Sellers shall have no direct or indirect liability of any kind or nature with respect to the R&W Insurance Policy or any claim thereunder (including by way of subrogation) other than in the case of common law fraud by Sellers in the making of the representations and warranties contained in Article II and Article III. (c) No Indemnified Party shall be entitled to recover under Section 8.2 unless a claim has been asserted by written notice, specifying the details of the alleged breach with reasonable particularity, the sections of this Agreement alleged to have been breached, a good faith estimate of the Damages claimed, and all the relevant facts with respect thereto, delivered to the Sellers or the Buyer Parties (as the case may be) on or prior to the expiration of the applicable Survival Period (in which case the applicable survival period shall be deemed to extend until such claim has been finally resolved). (d) Notwithstanding anything to the contrary contained in this Agreement (but subject to the other limitations contained herein), (x) in no event shall any Seller’s aggregate liability for all indemnifiable claims for Damages pursuant to Section 8.2(a) exceed the aggregate Purchase Price received by such Seller and (y) the limitations contained in this Article VIII shall not prevent the Buyer Indemnified Parties from filing a claim under the R&W Insurance Policy or otherwise apply to claims made by the Buyer Indemnified Parties under the R&W Insurance Policy. (e) No Seller shall be liable for Damages with respect to the representations and warranties contained in Article III to the extent that such representations and warranties relate to another Seller, nor shall any Seller have any liability for the failure of another Seller to perform any of the obligations, covenants or agreements to be performed or complied with by such other Seller, it being agreed and understood that all of such representations, warranties, obligations, covenants and agreements are being made individually by each Seller, and not jointly and severally by all Sellers. The aggregate liability of any Seller for Damages with respect to any indemnification claim of the Buyer Indemnified Parties hereunder shall not exceed such Seller’s Individual Portion. Notwithstanding the foregoing, a Seller shall, subject to the other limitations set forth herein, be responsible for 100% of the Damages incurred by the Buyer Indemnified Parties in respect of a breach by such Seller of any of its representations and warranties set forth in Article III or the covenants of such Seller set forth herein, without regard to such Seller’s Individual Portion. (f) Notwithstanding any other provision of this Agreement to the contrary, no Seller shall be liable under this Article VIII for any Damages or alleged Damages to the extent such Damages or alleged Damages are taken into account in the calculation of the Cash Amount, Closing Working Capital, Deferred Compensation Asset, Indebtedness Amount, Accrued Donation Amount, Accrued Gaming Taxes Amount or Deferred Compensation Liability (including any component of any of the foregoing). Notwithstanding anything expressed or implied herein to the contrary, no Buyer Indemnified Party shall be entitled to indemnification with respect to any Taxes for any taxable period, or portion thereof, beginning after the Closing Date, except with respect to a breach of any representation or warranty set forth in Section 2.5(c) or Section 2.5(g). (g) In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Seller Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage Damages for which an indemnification claim has been made paid and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy (including the R&W Insurance Policy and the Title Policy) with respect to such Damages (net of any out-of-pocket costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Each Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain recover from any applicable insurance company any insurance proceeds policy (including the R&W Insurance Policy and the Title Policy) in respect of any claim for which Damages that are the Indemnified Parties seek subject of indemnification under this Article XIVIII. If an Indemnified Party actually recovers an amount from an insurance policy in respect of Damages that are the subject of indemnification under this Article VIII after all or a portion of such Damages have been paid by or at the direction of the Indemnifying Party pursuant to this Article VIII, the Indemnified Party shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by or at the direction of the Indemnifying Party in respect of such Damages, plus the amount received from the insurance policy in respect thereof, less (ii) the full amount of such Damages, plus the amount of any out-of-pocket costs, fees or expenses incurred to procure such proceeds and the amount of any increased insurance premiums, retentions or other out-of-pocket costs related to or arising therefrom. (h) Nothing herein shall waive any party’s common law duty to mitigate any such claim or liability upon and after becoming aware of any event or condition which could reasonably be expected to give rise to any Damages that are indemnifiable under this Article VIII. (i) Notwithstanding anything contained herein to the contrary hereincontrary, if in the event of any Damages described in Section 8.2(a)(i) for a breach or inaccuracy of a Seller Fundamental Representation (“Specified Damages”), (1) the Buyer Parties agree to, and agree to cause each other Buyer Indemnified Party to, make a claim under the R&W Insurance Policy in respect of such Specified Damages and use commercially reasonable efforts to recover such Specified Damages under the R&W Insurance Policy up to the Policy Limit and (2) to the extent that a Buyer Indemnified Party may not recover, or has not recovered, all of such Specified Damages pursuant to clause (1) above because such Specified Damages are subject to a retention (as may be eroded or dropped down from time to time) under the R&W Insurance Policy (the amount of such Specified Damages subject to such retention being the “Retention Amount”), are in excess of the Policy Limit (the amount by which such Specified Damages exceed the Policy Limit being the “Excess Amount”) or are otherwise not covered by, or recoverable under, the R&W Insurance Policy, the Sellers shall indemnify the Buyer Indemnified Parties are seeking(including, or are entitled with respect to seekamounts attributable to RBG, indemnification by recovery from any the RBG Escrow Fund) for such Specified Damages under Section 8.2(a)(i), but only to the extent of the Indemnifying Parties for Damages due to Retention Amount or Excess Amount (i) as the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) case may be). Notwithstanding the Excluded Liabilities or Excluded Assetsforegoing, the Cap and the Threshold Buyer Indemnified Parties shall not be applicable to, or otherwise limit entitled to recover any Damages from any Seller if such Damages would have been covered under the R&W Insurance Policy if not for a failure by a Buyer Indemnified Party’s Party to properly make a claim thereunder (or otherwise comply with the terms thereof). The parties agree and acknowledge that any other limitations contained in this Article VIII with respect to insurance policies and recovery forthereunder shall be in addition to, such claimand not in limitation of, the provisions of this Section 8.5(i).

Limitations on Indemnity. No Buyer Indemnified Party (a) Notwithstanding the foregoing, (i) no amounts shall seek, be payable by Seller for a Claim made under Section 9.01 or be entitled to, indemnification from any of the Indemnifying Parties pursuant to by Parent or Acquisition Sub for a Claim made under Section 11.2(a) to the extent 9.02 unless and until the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred amount payable thereunder exceeds Fifty Thousand Dollars ($500,00050,000) (the “Threshold”"Deductible"), in which event all amounts in excess thereof shall be due; (ii) no Claim for indemnification under Section 9.01(a) or Section 9.02(a) shall first be asserted after the expiration of the applicable representation or warranty pursuant to Section 9.05; and (iii) in no event shall the maximum aggregate liability of Seller with respect to its obligations under Section 9.01 exceed Two Million Dollars ($2,000,000). (b) The amount of the Indemnifying Party's liability under this Agreement shall be net of any applicable insurance proceeds, with the exception of sums paid by Seller's insurance (including without limitation under the Tail Policy), actually received by the Indemnified Party in respect of the Loss for which indemnity is sought; provided, however, that Parent and Acquisition Sub are not under any obligation to submit any claim for insurance with respect of the Loss for which indemnity is sought. Further, the $2,000,000 limit of liability in section 9.03(a) shall be reduced by any sums actually paid by Seller's insurance (including without limitation under the Tail Policy). Further, to the extent that Seller's insurance (including without limitation under the Tail Policy) actually pays Parent and Acquisition Sub an amount equal to Five Million Dollars or in excess of $2,000,000, Seller shall have no further obligation to make indemnification payments under this Agreement. ($5,000,000c) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject Notwithstanding anything contained in this Agreement to the limitations in this Section 11.6 only contrary, except to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party arising from fraud, bad faith or a Sellers Indemnified Party hereunderintentional misrepresentation, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) no party shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything liable to the contrary herein, if other party for any punitive damages arising out of this Agreement except to the Buyer Indemnified Parties are seeking, or are entitled extent that such party has incurred these liabilities from a third-party not a party to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimthis Agreement.

Limitations on Indemnity. No Buyer Indemnified Party Except with respect to claims based on Retained Liabilities, fraud or willful misconduct of Seller (in each case, for which a claim may be made without regard to the limitations set forth in this Section 29(e)), (i) the Seller Indemnitees shall seek, or not be entitled to, indemnification liable to the Purchaser Indemnitees for any matters contained in Section 29(a) (A) unless and until the Indemnification Loss incurred by the Purchaser Indemnitees arising from any single event or series of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (related events exceeds $500,000) 2,500 (the “ThresholdPurchaser Covered Losses”) or exceed and (B) unless and until the aggregate amount of all Purchaser Covered Losses therefrom exceeds an amount equal to Five Million Dollars (the lesser of $5,000,000) 50,000 or the amount of the Escrowed Funds (the “CapBasket”); provided, thatat which time the Xxxxxxxxx Xxxxxxxxxxx shall be entitled to indemnification for all such Indemnification Losses in excess of such Basket amount. In no event shall any Indemnification Claim made by any party hereto against another party hereto exceed the amount held pursuant to the Holdback Escrow Agreement (the “Cap Amount”), if except in the aggregate case of all any claims for Damages equals based on Retained Liabilities, Assumed Liabilities, fraud or exceeds willful misconduct of such party in which case the ThresholdCap Amount shall not apply. Solely in the case of claims related to Retained Liabilities, then Buyer Purchaser Indemnitees shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall first, from the Escrowed Funds and then only for an aggregate cumulative amount of Indemnification Losses not be duplicative in excess of any other Damage for which an indemnification claim has been made the Escrowed Funds remaining under the Holdback Escrow Agreement, and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Partiesthen second, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any after exhaustion of the Indemnifying Parties Escrowed Funds, from Seller for Damages due to an aggregate cumulative amount of Indemnification Losses (ifor all Retained Liabilities claims combined) not in excess of the Partnership’s or Sellers’ fraud or willful misconduct, or additional amount set forth in Section 29(e) of Exhibit A (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim“Additional Capped Recovery Funds”).

Limitations on Indemnity. No Buyer Indemnified Party shall seek(a) Except for each Selling Parties’ liability for its own commission of fraud or intentional misrepresentation, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages liability of the Buyer Indemnified such Selling Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or under this Article VIII shall not exceed an amount equal to Five Million Dollars the sum of the Closing Consideration and the Milestone Payments that become payable under the terms of this Agreement. ($5,000,000b) Anything in this Agreement to the contrary notwithstanding, in the event that any Selling Party is obligated to indemnify any Purchaser Indemnified Party for any Damages pursuant to the provisions of this Article VIII, Purchaser shall be permitted to cancel for no consideration a number of Shares issued to any Seller equal to (the “Cap”); provided, that, if i) the aggregate amount of all claims such Damages for Damages equals or exceeds which the ThresholdIndemnifying Party is liable pursuant to Section 8.2(a), then Buyer divided by (ii) the Per Share Value. (c) Upon any such redemption and cancellation of shares of Purchaser Non-Voting Common Stock under this Section 8.5(c), Purchaser shall be entitled to recover for Damages subject deliver written notice to the limitations applicable Seller setting forth the amount of such Damages and the number of shares of Purchaser Non-Voting Common Stock to be cancelled and shall reflect such cancellation (and reissue, as applicable) in book entry form in Purchaser’s electronic stock ledger. In furtherance of any exercise by Purchaser of its right to cancel shares of Purchaser Non-Voting Common Stock under this Section 11.6 only 8.5(c), each of the Sellers hereby appoints Purchaser’s chief executive officer as their respective attorney-in-fact to take such action as is reasonably necessary to cause the extent redemption and cancellation of the shares of Purchaser Non-Voting Common Stock comprising the Shares issued to such Damages exceed the Threshold. In calculating the Seller. (d) The amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) is provided under this Agreement shall be computed net of any amounts actually recovered by such the Indemnified Party under any insurance policy policies with respect to such Damages in excess of the sum of (net of any i) reasonable out-of-pocket costs and expenses incurred in obtaining relating to collection under such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Partiespolicies, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) any incremental increase in premiums directly resulting therefrom, and (iii) any deductible or retention associated therewith; provided that no Indemnified Party shall have any obligation to make a claim under any insurance policy, and any amounts recovered under insurance policies shall be secondary source of remedy for Damages (the Excluded Liabilities or Excluded Assetsindemnification provided in this Article VIII being the primary source). (e) To the maximum extent permitted by Law, any payment made by a Person indemnifying a Indemnified Party pursuant to this Article VIII shall be treated on the Cap Parties’ Tax Returns and otherwise as an adjustment to the Threshold shall not be applicable toaggregate consideration payable by Purchaser for the Interests, or otherwise limit a Buyer Indemnified Party’s recovery foras set forth in Section 2.3, such claimfor all Tax purposes.

Limitations on Indemnity. No Buyer (a) Notwithstanding any other provision in this Agreement to the contrary, the PAPI Indemnified Party Parties shall seek, or not be entitled to, to indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) 10.2, unless and until the aggregate amount of Damages to the extent the aggregate claims for Damages of the Buyer PAPI Indemnified Parties are less than Five Hundred Thousand Dollars (with respect to such matters under Section 10.2 exceeds $500,000) 5,000,000 (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “CapDeductible”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, and then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In Deductible; provided that the aggregate amount of Damages payable by the CAMAC Parties to the PAPI Indemnified Parties hereunder shall not exceed $25,000,000 (the “Cap”) unless the Damages arise from or otherwise relate to the breach of Sections 4.4 and 4.6 made by the CAMAC Parties. (b) Notwithstanding any other provision in this Agreement to the contrary, the CAMAC Parties shall not be liable to, or indemnify the PAPI Indemnified Parties for any Damages or indemnify the PAPI Indemnified Parties for any Damages “that are punitive (except to the extent constituting third party punitive claims), special, consequential, incidental, exemplary, lost profits or other wise not actual damages.” The PAPI Indemnified Parties shall not use “multiple of profits” or “multiple of cash flow” or any similar valuation methodology in calculating the amount of any Damages. This Article X constitutes the PAPI Parties’ sole and exclusive remedy for any and all Damages or other claims relating to or arising from this Agreement and the transactions contemplated hereby. (c) Notwithstanding any other provision in this Agreement to the contrary, no CAMAC Party shall be entitled to indemnification pursuant to Section 10.3, unless and until the aggregate amount of Damages with respect to such matters under Section 10.3 exceeds the Deductible, and then only to the extent such Damages exceed the Deductible; provided that the aggregate amount of Damages payable by any PAPI Party to a Buyer Indemnified Party the CAMAC Parties hereunder shall not exceed the Cap unless the Damages arise from or a Sellers Indemnified Party hereunder, otherwise relate to the amount breach of any of the Basic Representations made by the PAPI Parties. (d) Notwithstanding any other provision in this Agreement to the contrary, PAPI shall not be liable to, or indemnify any CAMAC Party for any Damages (i) shall not be duplicative resulting from any non-fulfillment or breach of any other Damage for such representations, warranties, covenants, and obligations of which an indemnification claim has been made and the CAMAC Parties had knowledge on or prior to the Closing Date; (ii) that are punitive (except to the extent constituting third party punitive claims), special, consequential, incidental, exemplary or otherwise not actual damages or (iii) that are in the nature of lost profits or any diminution in value of property or equity. The CAMAC Parties shall be computed net not use “multiple of profits” or “multiple of cash flow” or any similar valuation methodology in calculating the amount of any amounts actually recovered by such Indemnified Party under Damages. This Article X constitutes the CAMAC Parties’ sole and exclusive remedy for any insurance policy with respect and all Damages or other claims relating to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain or arising from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap Agreement and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimtransactions contemplated hereby.

Limitations on Indemnity. No Buyer Indemnified Party shall seekand Seller agree, or be entitled to, indemnification from for themselves and on behalf of Buyer Indemnitees and Seller Indemnitees: (a) At any given time the remaining portion of the Indemnifying Parties Escrow Amount shall be the sole source of recovery with respect to Losses indemnifiable pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the 7.2 and in no event shall Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall Indemnitees be entitled to recover more than the Escrow Amount pursuant to Section 7.2 in the aggregate (other than with respect to Losses for Damages subject breaches of the representation and warranty made in Section 2.4(b), provided that the Escrow Amount shall be the first source of recovery with respect thereto). Notwithstanding anything to the limitations contrary in this Agreement, after the Closing, on the date that the Escrow Account is reduced to zero, Buyer Indemnitees shall have no further rights to indemnification under Section 11.6 only 7.2 (other than with respect to Losses for breaches of the extent such Damages exceed the Threshold. In calculating the representation and warranty made in Section 2.4(b) as set forth in Section 7.1) or payment under Section 1.3(c)(vi). (b) The amount of any Damages payable and all Losses indemnifiable pursuant to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount Section 7.2 shall be determined net of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by Buyer Indemnitees under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement) with respect to such Losses, in each case, reduced by any out of pocket costs of collection, increase to premiums or any other reasonable out of pocket costs or liabilities resulting from making any claim thereunder and (ii) any cash Tax benefits recognized by Buyer Indemnitees with respect to such Losses prior to the end of the year in which such indemnification payment is made. In any case where a Buyer Indemnitee realizes Tax benefits described in the prior sentence or recovers, under insurance policies or from other collateral sources, any amount in respect of a matter for which such Buyer Indemnitee was indemnified pursuant to Section 7.2, in each case to the extent not already taken into account pursuant to this Section 7.4(b), such Buyer Indemnitee shall promptly pay over to Seller the amount so recovered (after deducting therefrom the amount of the expenses incurred by such Buyer Indemnitee in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid to or on behalf of such Buyer Indemnitee in respect of such matter and (ii) any amount expended by Seller in pursuing or defending any claim arising out of such matter. (c) Buyer Indemnitees shall not be entitled to indemnification pursuant to Section 7.2 for any Loss to the extent (but only to the extent) that (i) prior to the date hereof the Company and its Subsidiaries recorded a reserve (which exists as of Closing and has not otherwise been applied) in the Financial Statements with respect to such specific Loss or the specific items or matters giving rise to such Loss, (ii) such Loss was specifically included as a deduction from the Final Purchase Price as finally determined pursuant to Section 1.3(c) or (iii) such Loss relates to Taxes arising in a Tax period (or, in the case of a Straddle Period, any portion thereof) beginning on or after the Closing Date. Other than with respect to Tax matters, Buyer shall, and shall cause its Affiliates to, use its commercially reasonable efforts to mitigate its and the other Buyer Indemnitees’ respective Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder, including, without limiting the foregoing, by enforcing any available claim for indemnification under contractual indemnities contained outside this Agreement (including under the Swank Purchase Agreement). Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to take any action with respect to the UK Tax Insurance Policies that would reduce the amount of any Losses that are indemnifiable hereunder. If an Indemnifying Party makes an indemnification payment to an Indemnified Party with respect to any Loss, then such Indemnifying Party will be subrogated, to the extent of such payment, to all related rights and remedies of such Indemnified Party under any insurance policy policy, any contractual indemnity contained outside this Agreement or otherwise against or with respect to such Damages Loss, except with respect to amounts relating to such Loss that have not yet been recovered by such Indemnified Party (net of or any costs and expenses incurred in obtaining other such insurance proceedsPerson entitled to indemnification hereunder). If any portion of any Loss to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. Promptly following such Indemnifying Party’s request, such Indemnified Party will take all reasonably necessary, proper or desirable actions (including the execution and delivery of any document reasonably requested) to accomplish the foregoing. (d) Buyer Indemnitees shall be entitled to indemnification pursuant to Section 7.2 for any Loss notwithstanding if Buyer (or any director, officer or employee of Buyer or its Affiliates) had knowledge on the date hereof of the facts, events or conditions constituting or resulting in the breach (alleged or otherwise) of the representation, warranty or covenant giving rise to such Loss. (e) In no event shall an Indemnifying Party pays have liability to the Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits, diminution in value or similar items, in each case, that are not probable and reasonably foreseeable as of the date of this Agreement, except if and to the extent any such damages are recovered against an Indemnified Party for pursuant to a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Third Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimClaim.

Limitations on Indemnity. No Buyer (a) In respect of any Claim for any Loss under Section 9.2(a)(ii), (i) the amount of such Loss that SDC will be required to pay to the Corning Indemnified Party Parties will be equal to the amount of such Loss (as finally determined) multiplied by 0.4254 (including for purposes of calculating the amount of Losses in relation to the Threshold Amount, the Basket and the Indemnity Cap) and (ii) any such Claims for indemnification shall seek, or not be entitled to, indemnification from any asserted later than the eighteenth (18th) month anniversary of the Indemnifying Parties pursuant to Section 11.2(aClosing Date. (b) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages Losses payable to a Buyer an Indemnified Party or a Sellers Indemnified Party hereunderhereunder (excluding the payments to be made pursuant to Section 10), the amount of the Damages Losses (i) shall not be duplicative of any other Damage Loss for which an indemnification claim has been made made, and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages Losses (net of any costs and expenses incurred in obtaining such insurance proceeds). If an the Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the such Indemnified PartiesParty, then the such Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) up to the amount paid by the Indemnifying Party to such Indemnified Party. The . (c) Notwithstanding anything to the contrary set forth in this Section 9, the Corning Indemnified Parties shall use commercially reasonable efforts to obtain from not make a claim against SDC for indemnification under (i) Section 9.2(a)(i) for breach of representations or warranties under Sections 6.2(e) or 6.2(g) and (ii) Section 9.2(a)(ii) (for the avoidance of doubt, in each case excluding any applicable insurance company claim for the SDC Commercial Projection Representation Indemnity which is separately dealt with in Section 10 and except for Taxes governed by Section 9.7) for any insurance proceeds Losses (after taking into account the limitation described in Section 9.5(a)) unless and until the aggregate amount of such Losses (excluding all Losses in respect of any single claim which do not exceed US$150,000, for which no claim for indemnification may be made (the “Threshold Amount”)) exceeds US$10,000,000 (the “Basket”), in which event the Corning Indemnified Parties seek may claim indemnification for the full amount of such Losses from the first dollar of such Losses. The total aggregate liability of SDC toward the Corning Indemnified Parties for Losses with respect to any and all claims made pursuant to (i) Section 9.2(a)(i) for breach of representations or warranties under this Article XISections 6.2(e) or 6.2(g) and (ii) Section 9.2(a)(ii) (for the avoidance of doubt, in each case excluding any liability for the SDC Commercial Projection Representation Indemnity which is separately dealt with in Section 10 and except for Taxes governed by Section 9.7) shall be limited to the Indemnity Cap, subject to the second sentence of Section 9.6. Notwithstanding anything to the contrary hereinset forth in this Section 9, if the Buyer SDC Indemnified Parties are seekingshall not make a claim against Corning Buyer for indemnification under Section 9.2(b)(i) (but only with respect to the representations and warranties contained in Sections 6.1(f), 6.1(g) and 6.1(h)) (for the avoidance of doubt, excluding any claim for the Corning Commercial Projection Representation Indemnity which is separately dealt with in Section 10 and except for Taxes governed by Section 9.7) for any Losses unless and until the aggregate amount of such Losses (excluding all Losses in respect of any single claim which do not exceed the Threshold Amount, for which no claim for indemnification may be made) exceeds the Basket, in which event the SDC Indemnified Parties may claim indemnification for the full amount of such Losses from the first dollar of such Losses. The total aggregate liability of Corning Buyer toward the SDC Indemnified Parties for Losses with respect to any and all claims made pursuant to Section 9.2(b)(i) (but only with respect to the representations and warranties contained in Section 6.1(f), 6.1(g) and 6.1(h)) (for the avoidance of doubt, excluding any liability for the Corning Commercial Projection Representation Indemnity which is separately dealt with in Section 10 and except for Taxes governed by Section 9.7) shall be limited to the Indemnity Cap, subject to the second sentence of Section 9.6. (d) For all purposes of this Section 9, any inaccuracy or are entitled to seek, indemnification from any breach of the Indemnifying Parties for Damages due representations and warranties contained in this Agreement (other than Section 6.1(h)) shall be determined without reference to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap terms “material,” “materially” and the Threshold shall not be applicable to, other similar qualifications as to materiality contained in or otherwise limit a Buyer Indemnified Party’s recovery for, applicable to such claimrepresentations and warranties.

Limitations on Indemnity. No (a) Except for the specific indemnity provided in Section 7.7 of this Agreement, anything in this Agreement to the contrary notwithstanding, in no event shall Seller ever be required to indemnify any Buyer Indemnified Party shall seek, for Losses pursuant to Section 7.1 or be entitled to, indemnification from any of the Indemnifying Parties pursuant other provisions of this Agreement, including Section 5.10 (or to Section 11.2(apay any other amount in connection with or with respect to this Agreement or the transactions contemplated by this Agreement) to the extent (i) until the aggregate claims for Damages amount of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (all such Losses shall have exceeded $500,000) 5 million (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “CapDeductible”), whereupon only Losses in excess of the Deductible shall be subject to indemnification hereunder; provided, thathowever, if the aggregate that any individual Loss of all claims for Damages equals or exceeds the Threshold, then Buyer less than $100,000 that is otherwise subject to indemnification hereunder shall be entitled to recover for Damages subject to the limitations disregarded in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of determining whether any Damages payable to a Buyer Indemnified Party has incurred Losses up to or a Sellers Indemnified Party hereunderexceeding the Deductible, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and or (ii) shall be computed net in an amount exceeding, in the aggregate, 75% of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages the Adjusted Purchase Price. (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceedsb) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary hereincontained in this Agreement, if Seller and Buyer agree that the Buyer recovery by any Indemnified Parties are seeking, Party of any damages suffered or are entitled to seek, indemnification from incurred by such Indemnified Party as a result of any breach by another Party of any of its obligations under this Agreement shall be limited to the Indemnifying Parties actual damages suffered or incurred by an Indemnified Party as a result of the breach by the breaching Party of its obligations hereunder, and in no event shall the breaching Party be liable to an Indemnified Party for Damages due to any indirect, consequential, special, exemplary or punitive damages (iincluding any damages on account of lost profits or opportunities or lost or delayed generation) suffered or incurred by an Indemnified Party as a result of the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) breach by the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimbreaching Party of any of its obligations hereunder.

Limitations on Indemnity. No Buyer Indemnified Party The Company shall seek, or be entitled to, have no liability to Purchaser for amounts payable pursuant to its indemnification from obligations in this Section 8.2 until the total of all such Damages incurred by any member of the Indemnifying Parties pursuant to Section 11.2(a) to Purchaser Group, individually or in the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred aggregate, exceed Fifty Thousand Dollars ($500,00050,000) (the “ThresholdThreshold Amount”) ), and then indemnification by the indemnifying party shall apply to all such Damages exceeding the Threshold Amount. Purchaser shall have no liability to the Company for amounts payable pursuant to its indemnification obligations in this Section 8.2 until the total of all such Damages incurred by any member of the Company Group, individually or in the aggregate, exceed an amount equal to Five Million Fifty Thousand Dollars ($5,000,00050,000) (the “CapThreshold Amount”); provided, that, if and then indemnification by the aggregate of indemnifying party shall apply to all claims for such Damages equals or exceeds exceeding the Threshold, then Buyer Threshold Amount. The Indemnity Shares shall be the sole and exclusive means for Purchaser to collect any Damages for which it is entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XIVIII. Notwithstanding anything The maximum aggregate amount of indemnification for any Damages for which the Company is required to indemnify the members of the Purchaser Group under this Agreement shall be limited to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any aggregate value of the Indemnifying Parties Indemnity Shares. The maximum aggregate amount of indemnification for any Damages due for which Purchaser is required to (i) indemnify the Partnershipmembers of the Company Group under this Agreement shall be limited to the aggregate value of the Indemnity Shares. The limitations on the Company’s and Purchaser’s indemnification obligations in 0 and 0 above shall not apply to any Damages arising out of or Sellers’ in connection with any fraud or willful misconductintentional breach by Purchaser or the Company of any representation, warranty, covenant or (ii) the Excluded Liabilities agreement or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, obligation of such claimparty.

Limitations on Indemnity. No Buyer (a) Notwithstanding the foregoing, neither the HRB Bank Indemnifying Parties nor BofI shall be required to indemnify the BofI Indemnified Party shall seekParties or the HRB Bank Indemnified Parties, as applicable, in respect of any Damages suffered by the BofI Indemnified Parties or be entitled tothe HRB Bank Indemnified Parties, indemnification from any as applicable, in connection with a breach of representation or warranty pursuant to Section 10.01(a) or Section 10.02(a), as the case may be, unless the aggregate amount of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed obligation under this Article X exceeds an amount equal to Five Million Dollars ($5,000,000) 50,000 (the “CapThreshold Amount”), in which case the HRB Bank Indemnifying Parties or BofI, as applicable, will be required to indemnify the BofI Indemnified Parties or the HRB Bank Indemnified Parties, as applicable, for all Damages regardless of the Threshold Amount, back to the first dollar of Damages. (b) No indemnification will be provided by any Indemnifying Party for any claim for indemnification which is made more than three (3) years following the Closing Date; provided, thathowever, that claims for indemnification may be made for any Fundamental Representations until 30 days following the expiration of the applicable statute of limitations, and such Fundamental Representations shall survive until such time. Notwithstanding the foregoing, if at the aggregate end of all claims for Damages equals or exceeds the Threshold, then Buyer such period there shall be entitled pending any indemnification claim by a person, such person shall continue to recover for Damages subject have the right to seek such indemnification with respect to such claim notwithstanding such expiration. (c) No Indemnified Party shall be required to (i) incur any material out-of-pocket costs or expenses or pay any other material amounts to third parties, except to the limitations extent that the Indemnifying Party has acknowledged in this Section 11.6 only writing that such costs, expenses or other amounts constitute indemnifiable Damages hereunder, (ii) make any claims under existing insurance policies, or (iii) take any other action to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by action would adversely affect such Indemnified Party under in any insurance policy with respect to such Damages material respect. (net d) For the avoidance of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Partiesdoubt, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything X does not provide for any indemnification or other remedy relating to the contrary herein, if performance after the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any Closing of the Indemnifying Parties for Damages due to (i) obligations of the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) parties under the Excluded Liabilities or Excluded AssetsProgram Management Agreement, the Cap and Receivables Participation Agreement or any document, agreement or instrument to be executed in connection with the Threshold shall not be applicable to, Program Management Agreement or otherwise limit a Buyer Indemnified Party’s recovery for, such claimthe Receivables Purchase Agreement.

Limitations on Indemnity. No Buyer Indemnified Party (a) The parties acknowledge and agree that each Principal Shareholder shall seekonly have liability hereunder for the Losses incurred by the Parent or the Acquisition Sub arising directly out of any breach of any representation, warranty, covenant or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”)other agreement made by such Principal Shareholder hereunder; provided, thathowever, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages that (i) notwithstanding anything herein to the contrary, in no event shall not such Principal Shareholder be duplicative liable for any such Loss unless and until the aggregate amount of any other Damage all Losses suffered by the Parent and the Acquisition Sub caused by such Principal Shareholder's breach exceeds the Threshold and then such Principal Shareholder shall only be liable for which an indemnification claim has been made the excess thereof and (ii) in no event shall such Principal Shareholder be computed net liable for any Losses suffered by the Parent and the Acquisition Sub in excess of any amounts actually recovered by such Indemnified Party under any insurance policy the Cap. As used in this Section 12.7(a), with respect to such Damages (net any Principal Shareholder, the Threshold shall mean, 1% of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s product of (A) the number of shares of Parent Common Stock received by such Principal Shareholder in the Merger multiplied by (B) $2.35. As used in this Section 12.7(a), with respect to any Principal Shareholder, the Cap shall mean the product of (A) the number of shares of Parent Common Stock received by such Principal Shareholder in the Merger multiplied by (B) the Cash Consideration. (b) The parties acknowledge and agree that Parent and Acquisition Sub shall only have liability hereunder for the Losses incurred by the Company and Principal Shareholders arising directly out of any breach of any representation, warranty, covenant or Sellers’ fraud or willful misconductother agreement made by Parent and Acquisition Sub hereunder; provided, or however, that (i) notwithstanding anything herein to the contrary, in no event shall the Parent and Acquisition Sub be liable for any such Losses unless and until the aggregate amount of all Losses suffered by the Company and Principal Shareholders caused by such Parent and/or Acquisition Sub's breach exceed the Parent Threshold and then the Parent and Acquisition Sub shall only be liable for the excess thereof and (ii) in no event shall the Excluded Liabilities or Excluded Assetsaggregate liability of the Parent and the Acquisition Sub to provide indemnification for Losses under this Article XII exceed the Parent Cap (regardless of whether Persons (other than Parent and Acquisition Sub) suffer aggregate Losses in excess of the Parent Cap). As used in this Section 12.7(b), with respect to the Parent and Acquisition Sub, the Cap and the Parent Threshold shall not be applicable tomean 1% of the product of (A) the number of shares of Parent Common Stock received by the Shareholders in the Merger and (B) $2.35. As used in this Section 12.7(b), or otherwise limit a Buyer Indemnified Party’s recovery forwith respect to the Parent and Acquisition Sub, such claimthe Parent Cap shall mean the product of (A) the number of shares of Parent Common Stock received by the Shareholders in the Merger and (B) the Cash Consideration.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a12.2(a)(i) hereof to the extent the aggregate claims for Damages of the Buyer Indemnified Parties for which indemnification is sought pursuant to Section 12.2(a)(i) hereof are less than Five Hundred Thousand Dollars six million one-hundred thousand dollars ($500,0006,100,000) (the “ThresholdDeductible”) or exceed an amount equal to Five Million Dollars thirty million five-hundred thousand dollars ($5,000,00030,500,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages for which indemnification is sought pursuant to Section 12.2(a)(i) hereof equals or exceeds the ThresholdDeductible, then the Buyer Indemnified Parties shall be entitled to recover for Damages such Damages, subject to the limitations in this Section 11.6 12.6(a), only to the extent such Damages exceed the Threshold. Deductible, but in any event not to exceed the Cap. (b) In addition to the limitations set forth in Section 12.6(a), no Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 12.2(a)(i) hereof to the extent any individual claim or series of related individual claims for Damages of the Buyer Indemnified Parties for which indemnification is sought pursuant to Section 12.2(a)(i) hereof is less than $100,000, at which time, subject to the limitation set forth herein, the Buyer Indemnified Party shall be entitled to indemnification for the full amount of all such Damages from and including the first dollar of such Damages and all such Damages shall count towards the satisfaction of the Deductible. (c) In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Seller Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) up to the amount paid by Indemnifying Party to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimARTICLE XII.

Limitations on Indemnity. No Buyer and Seller agree, for themselves and on behalf of Buyer Indemnitees and Seller Indemnitees: (a) The amount of any and all Losses indemnifiable pursuant to Section 8.2 or Section 8.3 shall be determined net of any amounts recovered by an Indemnified Party under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement) with respect to such Losses, in each case, net of costs of collection and any increase to premiums resulting from making any claim thereunder. In any case where an Indemnified Party recovers, under insurance policies or from other collateral sources, any amount in respect of a matter for which such Indemnified Party was indemnified pursuant to Section 8.2 or Section 8.3, as applicable, in each case to the extent not already taken into account pursuant to this Section 8.4(a), such Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) promptly pay over to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating applicable Indemnifying Party the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, so recovered (after deducting therefrom the amount of the Damages expenses incurred by such Indemnified Party in procuring such recovery), but not in excess of the sum of (iA) any amount previously so paid to or on behalf of such Indemnified Party in respect of such matter and (B) any amount expended by the applicable Indemnifying Party in pursuing or defending any claim arising out of such matter. (b) Buyer Indemnitees shall not be duplicative of entitled to indemnification pursuant to Section 8.2 for any other Damage for which Loss to the extent that the Loss was taken into account in the Final Purchase Price as finally determined pursuant to Section 1.2(c). (c) If an Indemnifying Party makes an indemnification claim has been made payment to an Indemnified Party with respect to any Loss, then such Indemnifying Party will be subrogated, to the extent of such payment, to all related rights and (ii) shall be computed net remedies of any amounts actually recovered by such Indemnified Party under any insurance policy or otherwise against or with respect to such Damages Loss, except with respect to amounts relating to such Loss that have not yet been recovered by such Indemnified Party (net of or any costs and expenses incurred in obtaining other such insurance proceedsPerson entitled to indemnification hereunder). If any portion of any Loss to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance coverage or otherwise, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. Promptly following such Indemnifying Party’s request, such Indemnified Party will take all reasonably necessary, proper or desirable actions (including the execution and delivery of any document reasonably requested) to accomplish the foregoing. (d) In no event shall an Indemnifying Party pays have Liability to the Indemnified Party for any consequential, special, incidental, indirect or punitive damages or similar items, except if and to the extent any such damages are recovered against an Indemnified Party for pursuant to a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Third-Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimClaim.

Limitations on Indemnity. No Buyer Indemnified Party (a) The parties acknowledge and agree that each Principal Shareholder shall seekonly have liability hereunder for the Losses incurred by the Parent or the Acquisition Sub arising directly out of any breach of any representation, warranty, covenant or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”)other agreement made by such Principal Shareholder hereunder; provided, thathowever, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages that (i) notwithstanding anything herein to the contrary, in no event shall not such Principal Shareholder be duplicative liable for any such Loss unless and until the aggregate amount of any other Damage all Losses suffered by the Parent and the Acquisition Sub caused by such Principal Shareholder's breach exceeds the Threshold and then such Principal Shareholder shall only be liable for which an indemnification claim has been made the excess thereof and (ii) in no event shall such Principal Shareholder be computed net liable for any Losses suffered by the Parent and the Acquisition Sub in excess of any amounts actually recovered by such Indemnified Party under any insurance policy the Cap. As used in this Section 12.7(a), with respect to any Principal Shareholder, the Threshold shall mean, 1% of(i) the product of (A) the number of shares of Parent Common Stock received by such Damages Principal Shareholder in the Merger multiplied by (net B) the closing price of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect share of such claim is collected by Parent Common Stock as reported on the Indemnified Parties, then American Stock Exchange on the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary hereinClosing Date or, if the Buyer Indemnified Parties are seekingClosing Date is not a trading day, or are entitled the first date prior to seek, indemnification from any the Closing Date on which there is a closing price of the Indemnifying Parties for Damages due Parent Common Stock reported on the American Stock Exchange (the "AMEX Closing Price"). As used in this Section 12.7(a), with respect to any Principal Shareholder, the Cap shall mean, 10% of (i) the Partnership’s product of (A) the number of shares of Parent Common Stock received by such Principal Shareholder in the Merger multiplied by (B) the AMEX Closing Price. (b) The parties acknowledge and agree that Parent and Acquisition Sub shall only have liability hereunder for the Losses incurred by the Company and Principal Shareholders arising directly out of any breach of any representation, warranty, covenant or Sellers’ fraud or willful misconductother agreement made by Parent and Acquisition Sub hereunder; provided, or however, that (i) notwithstanding anything herein to the contrary, in no event shall the Parent and Acquisition Sub be liable for any such Losses unless and until the aggregate amount of all Losses suffered by the Company and Principal Shareholders caused by such Parent and/or Acquisition Sub's breach exceed the Parent Threshold and then the Parent and Acquisition Sub shall only be liable for the excess thereof and (ii) in no event shall the Excluded Liabilities or Excluded Assetsaggregate liability of the Parent and the Acquisition Sub to provide indemnification for Losses under this Article XII exceed the Parent Cap (regardless of whether Persons (other than Parent and Acquisition Sub) suffer aggregate Losses in excess of the Parent Cap). As used in this Section 12.7(b), with respect to the Parent and Acquisition Sub, the Parent Threshold shall mean 1% of (i) the product of (A) the number of shares of Parent Common Stock received by such Principal Shareholder in the Merger multiplied by (B) AMEX Closing Price. As used in this Section 12.7(a), with respect to any Principal Shareholder, the Cap and shall mean, 10% of (i) the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, product of (A) the number of shares of Parent Common Stock received by such claimPrincipal Shareholder in the Merger multiplied by (B) the AMEX Closing Price.

Limitations on Indemnity. No Buyer (a) The Indemnifying Parties and Purchaser acknowledge that the indemnities under Section 9.03 shall be subject to the following provisions: (i) the Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for breach of representations or warranties set forth under Article III, to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; (ii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall seeknot be liable for any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be entitled to, indemnification from made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollar. (b) The representations and warranties of the Warrantors in Article III shall survive the Closing until the second (2nd) anniversary of the Closing, provided that (i) the Fundamental Warranties shall survive the Closing indefinitely and (ii) the survival period for any indemnification obligation relating to any claim of liability for Taxes attributable to any breach of any representation or warranty made in Section 3.07 shall survive the Closing until the earlier of the tenth (10th) anniversary of the Closing and the expiration of the applicable statute of limitations under applicable Laws. The representations and warranties of each Selling Shareholder in Article V shall survive the Closing indefinitely. The applicable survival periods set forth in this Section 9.05(b) shall be referred to as the “Survival Period”. The right of the Purchaser Indemnified Parties to make a claim under Section 9.03 shall be subject to the Purchaser Indemnified Parties making a claim pursuant to Section 11.2(a) 9.03 prior to the extent the aggregate claims for Damages expiration of the Buyer Indemnified Parties are less applicable Survival Period. (c) In no event shall any Party be liable under this Agreement for any punitive, exemplary, or special damages of any kind or nature. Where one and the same set of facts qualifies under more than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) one provision entitling a party to a claim or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); providedremedy under this Agreement, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer there shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Thresholdone claim or remedy. In calculating the amount of any Damages amounts payable to a Buyer Purchaser Indemnified Party or a Sellers Indemnified Party hereunderParty, the amount of the Damages (i) Indemnifiable Losses shall not be duplicative determined without duplication of any other Damage Indemnifiable Losses for which an indemnification claim has been made or could be made with respect to any other representation, warranty, obligation or agreement and (ii) shall be computed net of (i) any amounts actually recovered by such the Purchaser Indemnified Party under any insurance policy with respect to such Damages Indemnifiable Losses and (ii) any amounts actually recovered by the Purchaser Indemnified Party from any other third party with respect to such Indemnifiable Losses, in each case, net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an of any Purchaser Indemnified Party for a claim and subsequently insurance proceeds in respect connection with such recovered amounts. (d) The amount of such claim is collected any indemnity payments made pursuant to this Agreement shall be reduced (but not below zero) by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net amount of any costs and expenses incurred actual net reduction in obtaining cash payments for Taxes actually realized by any Purchaser Indemnified Party, in the year of the claim, as a result of the Indemnifiable Losses giving rise to such insurance proceedsindemnity claim. (e) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary hereincontained in this Agreement, if the Buyer in no event shall any Purchaser Indemnified Parties are seeking, or are Party be entitled to seekindemnification to the extent any Indemnifiable Losses were attributable to such Purchaser Indemnified Party’s own fraud or willful misconduct. (f) Notwithstanding anything to the contrary contained herein and without prejudice to Section 10.05 with respect to non-monetary damages and related equitable remedies, indemnification from any except in the case of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) Section 9.03 shall be the Excluded Liabilities or Excluded Assets, exclusive remedy after the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Closing for monetary damages against any Selling Shareholder by any Purchaser Indemnified Party’s recovery for, such claimParty in connection with any Transaction Document.

Limitations on Indemnity. No Buyers and Seller agree, for themselves and on behalf of Buyer Indemnified Party shall seek, or be entitled to, indemnification from Indemnitees and Seller Indemnitees: (a) The amount of any of the Indemnifying Parties and all Losses indemnifiable pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) 5.1 or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer Section 8.2 shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages determined net of: (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by Buyer Indemnitees under insurance policies (other than the R&W Insurance Policy) or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement) with respect to such Losses, in each case, net of costs of collection and any increase to premiums directly resulting from making any claim thereunder; and (ii) any Tax benefits actually realized by Buyer Indemnitees with respect to such Losses in the year of the Loss or the immediately-succeeding Tax year. In any case where a Buyer Indemnitee realizes Tax benefits or recovers, under insurance policies (other than the R&W Insurance Policy except as provided in the last sentence of this Section 8.4(a)) or from other collateral sources, any amount in respect of a matter for which such Buyer Indemnitee was indemnified pursuant to Section 8.2, in each case to the extent not already taken into account pursuant to this Section 8.4(a), such Buyer Indemnitee shall promptly pay over to Seller the amount so recovered (net of costs of recovery (including deductibles) and any increases in premiums resulting from procuring such recovery), to the extent of any amount previously so paid by Seller or on behalf of Seller to or on behalf of such Buyer Indemnitee in respect of such matter. Notwithstanding the foregoing, in the event of any Losses under Section 8.2(a)(i), any claim in respect of such Losses (a “Covered Claim”) shall be made by the applicable Buyer Indemnitees concurrently against the R&W Insurance Policy and Seller and, to the extent such Losses would reasonably be expected to be covered by such R&W Insurance Policy, such Buyer Indemnitees shall use commercially reasonable efforts to first seek recovery under the R&W Insurance Policy before seeking recovery against Seller, and, if applicable, Buyers shall continue to use commercially reasonable efforts to pursue recovery under the R&W Insurance Policy for a Covered Claim (to the extent such Losses are reasonably expected to be covered by the R&W Insurance Policy) following the payment of all or part of such Covered Claim by Seller. In the event that any Buyer recovers under the R&W Insurance Policy any amount in respect of a Covered Claim for which such Buyer Indemnitee was indemnified pursuant to Section 8.2 by Seller, such Buyer Indemnitee shall promptly pay over to Seller the amount so recovered under the R&W Insurance Policy, to the extent of any amount previously so indemnified by Seller. (b) Buyer Indemnitees shall not be entitled to indemnification pursuant to Section 5.1 or Section 8.2 for any portion of Losses: (i) for which the Financial Statements recorded a reserve; (ii) that was taken into account on a dollar-for-dollar basis (or, if less than on a dollar-for-dollar basis, to the extent so taken into account) in the Final Purchase Price as finally determined pursuant to Section 1.3(c); (iii) to the extent that the Buyer Indemnitees failed to use commercially reasonable efforts to mitigate or prevent such Losses that are reasonably known by the Buyer Indemnitees; (iv) to the extent that such Losses resulted from an action or inaction of any Buyer Indemnitee after the Closing that exacerbated the circumstances giving rise to such otherwise indemnifiable Loss, provided that such circumstances giving rise to such otherwise indemnifiable Loss were reasonably known by the Buyer Indemnitees; or (v) that relates to Taxes arising in a Post-Closing Tax Period except to the extent such Loss results from a breach of or inaccuracy in a Post-Closing Tax Representation. (c) If an Indemnifying Party makes an indemnification payment to an Indemnified Party with respect to any Loss, then such Indemnifying Party will be subrogated, to the extent of such payment, to all related rights and remedies of such Indemnified Party under any insurance policy (other than the R&W Insurance Policy) or otherwise against or with respect to such Damages Loss, except with respect to amounts relating to such Loss that have not yet been recovered by such Indemnified Party (net of or any costs and expenses incurred in obtaining other such insurance proceedsPerson entitled to indemnification hereunder). If any portion of any Loss to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance coverage (other than the R&W Insurance Policy) or otherwise, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. Promptly following such Indemnifying Party’s request, such Indemnified Party will take all reasonably necessary, proper or desirable actions (including the execution and delivery of any document reasonably requested) to accomplish the foregoing. (d) In no event shall an Indemnifying Party pays have liability to the Indemnified Party for any consequential, special, incidental, indirect or punitive damages, loss of business reputation, lost profits, damages based on multiple of earnings (except that the foregoing limitation on damages based on multiple of earnings shall not apply to damages that result from a breach by Seller of the representations and warranties set forth in Section 2.6(a)) or exemplary damages, except if and to the extent any such damages are recovered against an Indemnified Party for pursuant to a claim and subsequently insurance proceeds Third-Party Claim. (e) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to indemnify or hold harmless Buyer Indemnitees with respect of to any environmental matter to the extent: (i) such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net matter arises out of any investigation of environmental conditions, including sampling or testing or any disclosure to any Governmental Authority, undertaken by or on behalf of Buyer Indemnitees, unless such investigation or disclosure was required under applicable Environmental Laws or Environmental Permits, or unless such investigation was directed by a Governmental Authority; (ii) Buyer Indemnitees are not required by applicable Environmental Laws to take Remedial Action with respect to such matter; (iii) Buyer Indemnitees: (1) remediate environmental conditions in excess of industrial standards or other applicable minimum standards, including risk-based standards, commercially reasonable engineering and institutional controls or deed or other restrictions; (2) incur costs and expenses incurred in obtaining such insurance proceedsexcess of the Minimum Reasonable Cost; or (3) exacerbate, or fail to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain mitigate, any environmental condition existing as of the Closing Date; (iv) such Losses arise from changes in an Environmental Law or an Environmental Permit occurring after the Closing Date; or (v) such Losses arise from any applicable insurance company any insurance proceeds material change in respect the use of any of the facilities used by the Transferred Entities in the operation of the Business as of the Closing Date from their use as of immediately prior to the Closing. In connection with any sale of a facility by a Transferred Entity: (x) the applicable Buyer shall use, and shall cause the Transferred Entities to use, commercially reasonable efforts to include in any agreement for such sale an agreement by the applicable buyer of such facility to the applicable Transferred Entity substantially the same as the provisions in Section 8.4(e)(i), (ii), (iii), (iv) and (v) (but, as to clause (v) only to the extent the change in use of the facility is a change from industrial use); and (y) Seller shall not be required to indemnify or hold harmless the Buyer Indemnitees for any indemnification claim made on or after the date of such sale of such facility with respect to any environmental matter for which such facility if the Indemnified Parties seek indemnification under this Article XI. buyer of such facility did not so agree to substantially the same provisions in Section 8.4(e)(i), (ii), (iii), (iv) and (v) (but, as to clause (v) only to the extent the change in use of the facility is a change from industrial use). (f) Notwithstanding anything to the contrary hereinin this Agreement, Seller shall have the option to control any claim for indemnification relating to environmental matters asserted by the Buyer Indemnitees, including the disclosure, investigation, remediation, monitoring, negotiation, performance, settlement and resolution of any such matter and any other Remedial Action taken in connection therewith, provided that with respect to any such claim, Seller shall not negotiate a final settlement or resolution of any such claim without Buyers’ prior written consent, which consent shall not unreasonably be withheld, and Seller shall keep Buyers reasonably informed of any such matter. Seller shall be deemed to have fully satisfied its indemnification obligations hereunder with respect to such matter if the Remedial Action taken by Seller satisfies the Minimum Reasonable Cost and has been completed to the satisfaction of the applicable Governmental Authority as evidenced by a “no further action” letter or its substantial equivalent, if the Buyer Indemnified Parties are seekingapplicable. If Seller opts to have Buyers control any claim for indemnification arising under Environmental Laws, then Buyers shall keep Seller reasonably informed of any such matter. (g) Seller shall not be liable under this ARTICLE 8 for any Losses based upon or are entitled to seek, indemnification from arising out of any inaccuracy or breach of any of the Indemnifying Parties for Damages due representations or warranties of Seller contained in this Agreement to the extent that Seller can demonstrate that any Buyer had actual knowledge of such inaccuracy or breach prior to the date hereof and that such actual knowledge was obtained through information disclosed: (i) in writing by Seller in the Partnership’s or Sellers’ fraud or willful misconduct, Xxxxxxx Corporation electronic data room entitled “Project Oak” prior to the date hereof; or (ii) to Buyers by Seller or its representatives in writing (or solely with respect to the Excluded Liabilities certain Contracts, documents or Excluded Assetsinformation set forth in Section 2.9(a) of the Seller Disclosure Letter that contain a footnote stating “oral summary provided on January 11 and 17, the Cap 2017” and the Threshold oral summaries regarding the two internal environmental compliance audits pertaining to Valhinos, Brazil and Wuxi, China as referred to on Section 2.14(b) of the Seller Disclosure Letter, through oral summaries provided by Seller to Buyers (which oral summaries have been provided to Buyers in lieu of written documentation)) prior to the date hereof in response to Buyers’ due diligence inquiries and other questions. (h) Any liability for indemnification under this Agreement shall not be applicable todetermined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or otherwise limit a Buyer Indemnified Party’s recovery for, such claimagreement.

Limitations on Indemnity. No Buyer (a) Notwithstanding the foregoing, neither the HRB Bank Indemnifying Parties nor Republic shall be required to indemnify the Republic Indemnified Party shall seekParties or the HRB Bank Indemnified Parties, as applicable, in respect of any Damages suffered by the Republic Indemnified Parties or be entitled tothe HRB Bank Indemnified Parties, indemnification from any as applicable, unless the aggregate amount of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed obligation under this Article X exceeds an amount equal to Five Million Dollars ($5,000,000) 50,000 (the “CapThreshold Amount”); provided, thatin which case the HRB Bank Indemnifying Parties or Republic, as applicable, will be required to indemnify the Republic Indemnified Parties or the HRB Bank Indemnified Parties, as applicable, for all Damages regardless of the Threshold Amount. (b) The aggregate amount of Damages actually paid by an Indemnifying Party under this Article X shall not exceed $100 million. (c) No indemnification will be provided by any Indemnifying Party for any claim for indemnification which is made more than two (2) years following the Closing Date. Notwithstanding the foregoing, if at the aggregate end of all claims for Damages equals or exceeds the Threshold, then Buyer such period there shall be entitled pending any indemnification claim by a person, such person shall continue to recover for Damages subject have the right to seek such indemnification with respect to such claim notwithstanding such expiration. (d) No Indemnified Party shall be required to (i) incur any material out-of-pocket costs or expenses or pay any other material amounts to third parties, except to the limitations extent that the Indemnifying Party has acknowledged in this Section 11.6 only writing that such costs, expenses or other amounts constitute indemnifiable Losses hereunder, (ii) make any claims under existing insurance policies, or (iii) take any other action to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by action would adversely affect such Indemnified Party under in any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimmaterial respect.

Limitations on Indemnity. No Buyer Indemnified Party (i) The Company shall seek, or be entitled to, have no liability to Purchaser for amounts payable pursuant to its indemnification from obligations in this Section 8.2 until the total of all such Damages incurred by any member of the Indemnifying Parties pursuant to Section 11.2(a) to Purchaser Group, individually or in the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred aggregate, exceed Fifty Thousand Dollars ($500,00050,000) (the “Threshold”) "Threshold Amount"), and then indemnification by the indemnifying party shall apply to all such Damages exceeding the Threshold Amount. Purchaser shall have no liability to the Company for amounts payable pursuant to its indemnification obligations in this Section 8.2 until the total of all such Damages incurred by any member of the Company Group, individually or in the aggregate, exceed an amount equal to Five Million Fifty Thousand Dollars ($5,000,00050,000) (the “Cap”"Threshold Amount"); provided, that, if and then indemnification by the aggregate of indemnifying party shall apply to all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed exceeding the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and Threshold Amount. (ii) The Indemnity Shares shall be computed net of the sole and exclusive means for Purchaser to collect any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek it is entitled to indemnification under this Article XIVIII. Notwithstanding anything The maximum aggregate amount of indemnification for any Damages for which the Company is required to indemnify the members of the Purchaser Group under this Agreement shall be limited to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any aggregate value of the Indemnifying Parties Indemnity Shares. The maximum aggregate amount of indemnification for any Damages due for which Purchaser is required to indemnify the members of the Company Group under this Agreement shall be limited to the aggregate value of the Indemnity Shares. Purchaser shall have the right to satisfy any indemnification claims made by the Company through the issuance to the Company of shares of Purchaser's common stock. (iiii) The limitations on the Partnership’s Company's and Purchaser's indemnification obligations in 8.2(e)(i) and 8.2(e)(ii) above shall not apply to any Damages arising out of or Sellers’ in connection with any fraud or willful misconductintentional breach by Purchaser or the Company of any representation, warranty, covenant or agreement or obligation of such party. (iiiv) the Excluded Liabilities or Excluded AssetsFor all purposes of this Article VIII, the Cap value of Indemnity Shares shall be determined at the time a claim for indemnity is made and shall be the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim."Fair Market Value" of the Indemnity Shares

Limitations on Indemnity. The indemnification provided for in Sections 28.1. and 28.2 above is subject to the following limitations: (a) If Clause 7.9(a) applies, this Clause 28 will not apply to the Tax Claimed Disclosed. (b) No Buyer party will be liable hereunder with respect to claims referred to in Sections 28.1 and 28.2 above unless the Person seeking indemnification gives written notice thereof within the Applicable Limitation Date. Notwithstanding any implication to the contrary contained in this Agreement, so long as a the Person seeking indemnification (an "Indemnified Party") delivers written notice of a claim no later than the Applicable Limitation Date, the other party shall be required to indemnify hereunder for all Losses (following the final determination of such liability pursuant to and in accordance with Section 28.5) which such Person may incur (subject to the De Minimus Amount (defined below), Basket and the Cap, if applicable) in respect of the matters which are the subject of such claim, regardless of when incurred. (c) An Indemnified Party shall seeknot be entitled to indemnification under Sections 28. 1 or 28. 2 (except in the case of fraud) for any individual item, or be entitled to, indemnification from any group of related or similar items arising out of the same condition or circumstance, where the Losses related thereto for which the Indemnifying Parties pursuant Party would otherwise be required to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties provide indemnification are less than Five Hundred Thousand Dollars ($500,000) 5,000 (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”"De Minimis Amount"); provided, thathowever, that if the aggregate of all claims Losses related thereto for Damages equals which the Indemnifying Party would otherwise be required to provide indemnification equal or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified PartiesDe Minimis Amount, then the Indemnified Party promptly shall remit be entitled to indemnification in full for all such Losses without regard to the insurance proceeds De Minimis Amount (net of any costs and expenses incurred but subject to the other limitations set forth in obtaining such insurance proceedsthis Section 28.3. (d) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds Any payment made under this Clause 28 in respect of any indemnification claim for shall be reduced by an amount equal to any Tax benefits attributable to such claim but only to the extent that such Tax benefits are actually recognized by the party in the Tax year in which such Losses were incurred and, in the event that such Tax benefit is realized after the indemnification payment to which such Loss relates is paid, the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything Party shall remit to the contrary herein, if Indemnifying Party the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any lesser of (A) such Tax benefit and (B) the amount of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimindemnification payment.

Limitations on Indemnity. No Buyer Indemnified Party a. Allianz Life and Allianz New York shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to liable for claims under Section 11.2(a11.02(a)(i) to the extent hereof only if the aggregate amount of all Losses for claims under Section 11.02(a)(i) exceeds $250,000 (the “Deductible Amount”). The Deductible Amount shall not apply to claims other than claims under Section 11.02(a)(i) hereof. In the event that Losses for Damages of claims under Section 11.02(a)(i) hereof exceed the Deductible Amount, Allianz Life and Allianz New York, jointly and severally, shall be obligated to indemnify the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (for the amount of all such Losses in excess of the Deductible Amount up to $500,000) 24,800,000 (the “Threshold”Cap Amount). The Cap Amount shall be the maximum aggregate liability of Allianz Life and Allianz New York to the Buyer Indemnified Parties under Section 11.02(a)(i) or hereof. The Cap Amount shall not apply to claims other than those under Section 11.02(a)(i). b. Buyer shall be liable for claims under Sections 11.02(b)(i) hereof only if the aggregate amount of all Losses for claims under Section 11.02(b)(i) hereof exceeds the Deductible Amount. The Deductible Amount shall not apply to claims against Buyer other than claims under Section 11.02(b)(i) hereof. In the event that Losses for claims under Section 11.02(b) hereof exceed the Deductible Amount, Buyer shall be obligated to indemnify the Seller Indemnified Parties for the amount of all such Losses in excess of the Deductible Amount up to the total of the Cap Amount. Except as otherwise set forth in the next sentence, the Cap Amount shall be the maximum aggregate liability of Buyer to the Seller Indemnified Parties under Section 11.02(b) hereof. c. In computing the amount of indemnifiable Losses, there shall be deducted therefrom an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, thatamount of insurance proceeds, if the aggregate any, that an Indemnified Party or any of all claims for Damages equals its affiliates actually receives as a consequence of any loss, claim, damage, liability, cost, expense or exceeds the Threshold, then Buyer shall be entitled deficiency giving rise to recover for Damages subject to the limitations in this Section 11.6 only such Losses. If and to the extent an Indemnified Party has not actually realized such Damages exceed Tax benefit at the Thresholdtime the Indemnifying Party makes an indemnity payment, the Indemnified Party shall make a payment (or, as appropriate, payments) at such time as it actually realizes such Tax benefit. In calculating For purposes of determining the amount of any Damages payable Tax benefit or liability pursuant to a Buyer this Section 11.05(c), the marginal combined federal and state income tax rate of the Indemnified Party or a Sellers shall be deemed to be the maximum marginal combined federal and state income tax rate applicable to the Indemnified Party hereunderParty. d. Notwithstanding the joint and several liability of Allianz Life and Allianz New York provided for in this Agreement, to the amount of the Damages extent required by law, (i) Allianz New York shall not be duplicative have no liability for a breach of any other Damage for which an indemnification claim has been made of the representations and warranties set forth in Article 3, insofar as such breaches are of representations and warranties concerning Allianz Life and not Allianz New York, and (ii) Allianz Life shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party have no liability for a claim and subsequently insurance proceeds in respect breach of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconductrepresentations and warranties set forth in Article 4, or (ii) the Excluded Liabilities or Excluded Assets, the Cap insofar as such breaches are of representations and the Threshold shall warranties concerning Allianz New York and not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimAllianz Life.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall shall, with respect to any claim for indemnification, seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(aSections 9.2(a)(i), 9.2(a)(ii) or 9.2(b) hereof unless (x) notice of such claim is timely given to the extent Indemnifying Party during the Survival Period, (y) the amount of Damages with respect to the particular breach exceeds twenty five thousand dollars ($25,000) (aggregating all such Damages arising from substantially identical facts), and (z) the aggregate claims amount of all Damages for Damages of the Buyer which such Indemnified Parties Party and its Affiliates and their respective Representatives are less than Five Hundred Thousand Dollars entitled to indemnification pursuant to Section 9.2 hereof exceeds, on a cumulative basis, one million dollars ($500,0001,000,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “CapDeductible”); provided, that, if the aggregate of all claims for Damages for which indemnification is sought by such Indemnified Party and its Affiliates and their respective Representatives pursuant to Section 9.2 hereof equals or exceeds the ThresholdDeductible, then Buyer such Indemnified Party shall be entitled to recover for Damages recover, with respect to such claims, subject to the limitations in this Section 11.6 9.6(a), only to the extent such amount by which the Damages exceed the Threshold. Deductible, but in no event shall the aggregate Damages recovered by such Indemnified Party and its Affiliates and their respective Representatives pursuant to Section 9.2 exceed an amount equal to ten million dollars ($10,000,000) in the aggregate. (b) In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Seller Indemnified Party hereunder, the amount of the Damages shall (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any (a) amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds), including any Taxes imposed on such proceeds) and (b) prior or subsequent recovery by such Indemnified Party from any Person with respect to such Damages. If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is are collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to the Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, (a) The aggregate liability of each Seller Member for claims of indemnification from any of the Indemnifying Parties and against Damages pursuant to Section 11.2(a6.1 will not exceed such Seller Member’s pro rata share (based upon such Seller Member’s Pro Rata Percentage) of: (i) with respect to Damages arising from or relating to any inaccuracy in or breach of representations and warranties other than the extent Intellectual Property Reps and the aggregate claims for Seller Fundamental Reps, the Holdback Amount; (ii) with respect to Damages arising from or relating to any inaccuracy in or breach of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed Intellectual Property Reps, an amount equal to Five Million Dollars the Holdback Amount plus twenty percent ($5,000,00020%) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made Earn-Out Payment that becomes due and payable; and (iiiii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net arising from or relating to any inaccuracy in or breach of the Seller Fundamental Reps, any costs knowing and expenses incurred intentional misrepresentation or fraud by Seller with respect to a representation or warranty expressly set forth in obtaining such insurance proceedsArticle II of this Agreement, or the indemnifiable matters set forth in in Section 6.1(a)(ii)-Section 6.1(a)(vii). If an Indemnifying Party pays an Indemnified Party for a claim , the Purchase Price actually received by or realized and subsequently insurance proceeds payable to Seller, except as set forth in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XISchedule 6.1(a)(vii). Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) no Seller Member shall be responsible for or liable under this Article VI for any breach of any investor representations pursuant to Section 1.7(e)(iv) by another Seller Member or any covenant set forth in Article IV made or committed solely by another Seller Member after the Partnership’s or Sellers’ fraud or willful misconductfifteen (15) month anniversary of the Closing Date, or and (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold University of Rochester shall not be responsible for or liable under this Article VI for any Damages arising from any breach of any investor representations pursuant to Section 1.7(e)(iv) by another Seller Member or any covenant set forth in Article IV made or committed solely by another Seller Member in excess of the Holdback Amount. (b) Claims by any Indemnified Party for indemnification from and against Damages shall be first satisfied by deduction of cash from the Holdback Amount in accordance with Section 6.6 and by setoff against the available portion of any Earn-Out Payment then payable pursuant to Section 1.7 in accordance with Section 6.6. To the extent that indemnifiable Damages exceed or may exceed the Holdback Amount and any Earn-Out Payment then payable pursuant to Section 1.7, they shall, subject to the limitations set forth in this Section 6.4 and Section 6.6, be recoverable in any manner permitted by applicable toLaw; provided, however, than Damages arising from or relating to any inaccuracy in or breach of the Intellectual Property Reps shall be satisfied solely in accordance with the first sentence of this clause (b), except in the case of any knowing and intentional misrepresentation or fraud by Seller with respect thereto, which may be recoverable in any manner permitted hereunder. (c) The amount of any Damages for which indemnification is provided under this Article VI shall take account of and be reduced, to the extent necessary to prevent double recovery by an Indemnified Party, by (i) any indemnification or contribution payments actually recovered by such Indemnified Party from any third party, net of any expenses reasonably incurred in connection with the recovery of such amounts, and (ii) the amount of any insurance proceeds actually received by such Indemnified Party in respect thereof, net of any out-of-pocket expenses reasonably incurred in connection with the recovery of such amounts, in each case only to the extent that such amounts are recovered as a result of and reasonably related to the facts and circumstances giving rise to such Damages (each source identified in clauses (i) and (ii), a “Collateral Source”). In the event that any Damages become payable to an Indemnified Party pursuant to this Article VI or otherwise, such Damages shall become immediately due and payable, regardless of whether amounts payable from a Collateral Source, if applicable, have been determined. Notwithstanding the foregoing, no Indemnified Party shall have any obligation to pursue any Collateral Source with respect to any Damages or indemnification pursuant to this Article VI. (d) No Indemnified Party shall have any right to indemnification pursuant to Section 6.1(a)(i) or Section 6.1(a)(v) in respect of Taxes of the Company to the extent such claim arises out of or is attributable to Purchaser or its Affiliates (including, after the Closing, the Company) having, after the Closing: (A) filed an amended income Tax Return of the Company with respect to a Pre-Closing Tax Period for which an income Tax Return was filed prior to the Closing, or otherwise limit (B) made, changed or revoked a Buyer Tax election with retroactive effect to a Pre-Closing Tax Period, except, in either case, as reasonably required to cause the Company’s Tax Returns and/or Tax elections to comply with all applicable Laws. (e) Seller and the Seller Members shall not have any right of contribution, indemnification or right of advancement from Purchaser or any of its Affiliates with respect to any Damages claimed by an Indemnified Party’s recovery for, such claim.

Limitations on Indemnity. No a. Notwithstanding anything contained in this Agreement to the contrary, Seller shall be obligated pursuant to Section 6.2 (other than with respect to the Seller Fundamental Representations, Section 6.2(c), Section 6.2(d), Section 6.2(e) or the Environmental Indemnification and Section 7.6 which shall not be subject to the Claim Threshold or the Deductible) only (i) with respect to any claim resulting in Buyer Indemnified Party Losses exceeding Twenty Five Thousand Dollars ($25,000) (“Claim Threshold”); provided that any such claim shall seeknot comprise an aggregation of Buyer Indemnified Party Losses arising from unrelated matters, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(aand (ii) to the extent that Buyer Indemnified Party Losses which exceed the threshold set forth in clause (i) of this sentence incurred by Buyer Indemnified Parties exceed in the aggregate One Million Dollars ($1,000,000) (the “Deductible”), and only to the extent of such amount in excess of such Deductible. For the avoidance of doubt, Seller shall be obligated pursuant to Section 6.2 only with respect to Buyer Indemnified Party Losses incurred by Buyer Indemnified Parties with respect to the aggregate amount by which the aggregate amount of claims that meet the Claim Threshold exceeds the Deductible. Further, Seller shall not be obligated for Damages of any Buyer Indemnified Party Losses (i) once Seller has paid the Buyer Indemnified Parties are less than Five Hundred Thousand with respect to such Losses an aggregate amount in excess of Ten Million Dollars ($500,00010,000,000.00) (the “ThresholdGeneral Indemnification Limit”); provided, that the General Indemnification Limit shall not apply to Buyer Indemnified Party Losses that are Environmental Liabilities (including Environmental Actions or any actual or alleged liabilities under any Environmental Law, including, without limitation any breach of the representations and warranties contained in Section 3.16 or claims made pursuant to Section 6.2(f) or exceed 6.2(g) (collectively, the “Environmental Indemnification”); and (ii) once Seller has paid an aggregate amount equal to of Five Million Dollars ($5,000,0005,000,000.00) under the Environmental Indemnification (the “CapEnvironmental Indemnification Limit” and, together with the General Indemnification Limit, the “Maximum Indemnification Limit”); provided. For the avoidance of doubt, thatamounts paid by Seller in respect of claims falling within the scope of the Environmental Indemnification Limit shall not be applied towards the General Indemnification Limit, if and amounts paid by Seller in respect of claims falling within the aggregate scope of all the General Indemnification Limit shall not be applied towards the Environmental Indemnification Limit. Notwithstanding the foregoing, the limitations on indemnity set forth in this Section 6.4(a) (including, without limitation, General Indemnification Limit, the Environmental Indemnification Limit and the Maximum Indemnification Limit) shall not apply to any Losses arising out of, based upon or attributable to fraud, willful misconduct, any Seller Fundamental Representation, or claims for Damages equals made under any of Section 6.2(e), the Closing Date Working Capital adjustment, or exceeds amounts paid under Section 7.6 or claims made under Section 6.2(d) (but with respect to the ThresholdMaximum Indemnification Limit, then Buyer only with respect to the portion of claims under Section 6.2(d) that exceed $1.5 million). In addition, any obligations or Losses incurred under the Transitions Services Agreement shall not be entitled to recover for Damages subject to the limitations indemnification limited set forth in Section 6.4(a). b. Notwithstanding anything contained in this Section 11.6 Agreement to the contrary, Seller shall be obligated pursuant to the Environmental Indemnification only with respect to 60% of the Buyer Indemnified Party Losses incurred by the Buyer Indemnified Parties up to the Environmental Indemnification Limit. By way of example, to the extent such Damages exceed the Threshold. In calculating that Buyer suffers a Loss in the amount of any Damages payable to $1,000 as a Buyer Indemnified Party or a Sellers Indemnified Party hereunderresult of an Environmental Liability, Seller shall be responsible for $600 of such Loss. For the avoidance of doubt, the Environmental Indemnification Limit shall only be reduced by the Losses actually paid by Sellers (i.e., only amounts actually paid out-of-pocket by Sellers in respect of indemnity claims and not the full amount of the Damages (i) Losses subject to the Environmental Indemnification Limit shall be taken into account when determining whether the Environmental Indemnification Limit has been met). c. Seller shall not be duplicative liable for any Losses resulting from a breach of any other Damage of the representations, warranties and covenants set forth in Article 3 of this Agreement to the extent that: i. the liability for which an indemnification claim has been made and (such breach occurs or is increased as a result of the adoption or imposition of any Law not in force at the date of this Agreement or as a result of any retroactive increase in rates of taxation imposed after the Closing Date; and ii) . the Losses would not have arisen but for a change in accounting policy or practice of Buyer or the Companies after the Closing. In addition, no Party shall be computed net liable for any Losses resulting from a breach of any amounts actually recovered by representation, warranties and covenants contained herein to the extent that such Indemnified Party under any insurance policy with respect shall have failed to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall first use commercially reasonable efforts to obtain recover any Losses under their respective insurance policies (it being understood that such obligation shall not include any obligation to bring any action, suit or proceeding against any insurer). Any amounts actually received from such insurers shall reduce the amount of Losses for purposes of determining the amount of Seller’s indemnity obligation or Buyer’s indemnity obligation under this Article 6 and, for the avoidance of doubt, neither the General Indemnification Limit nor the Environmental Indemnification Limit shall be reduced by any such amounts actually received from such insurers (i.e., only amounts actually paid out-of-pocket by Sellers in respect of indemnity claims subject to the General Indemnification Limit or the Environmental Indemnification Limit, as applicable, shall be taken into account when determining whether the General Indemnification Limit or the Environmental Indemnification Limit, as applicable, has been met). If it is reasonably likely that coverage would be available under any applicable insurance company any insurance proceeds in respect of any claim policy for which a Loss, then Buyer will or will cause the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything Company to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, submit such claim.

Limitations on Indemnity. No Buyer Indemnified Party (a) Notwithstanding anything contained in this Agreement to the contrary, the Interested Holders shall seek, or be entitled to, indemnification from any of the Indemnifying Parties obligated pursuant to Section 11.2(a8.02(a) (other than with respect to the Company Fundamental Representations) and Section 8.02(b) only to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five that such Losses exceed Two Hundred Fifty Thousand Dollars ($500,000250,000) (the “ThresholdBasket”). Once such Losses exceed the Basket, the Parent Indemnified Parties shall be entitled to indemnification for the full amount of all Losses exceeding $125,000. The Parent Indemnified Parties shall not be entitled to recover for Losses pursuant to Sections 8.02(a) or exceed and (b) in an aggregate amount equal to Five Million Dollars ($5,000,000) in excess of the Escrow Amount (the “CapMaximum Indemnification Limit”); provided, thathowever, if that the total aggregate of all claims for Damages equals or exceeds amount the Threshold, then Buyer Parent Indemnified Parties shall be entitled to recover for Damages subject such Losses arising out of, based upon or attributable to any Company Fundamental Representation or pursuant to Sections 8.02(c)-(h) shall be limited to the Base Purchase Price. As used herein, any such Losses arising out of, based upon or attributable to any Company Fundamental Representation or pursuant to Sections 8.02(c)-(h) are referred to herein as the (“Special Indemnity Matters”). Notwithstanding the foregoing, the limitations on indemnity set forth in this Section 11.6 8.04(a) (including, without limitation, the Maximum Indemnification Limit) shall not apply to any Losses arising out of, based upon or attributable to fraud, intentional misrepresentation or willful misconduct. (b) Notwithstanding anything contained in this Agreement to the contrary, the Interested Holder Indemnified Parties shall not be entitled to recover for any Losses pursuant to Section 8.03 (other than with respect to the Parent Fundamental Representations) in an aggregate amount in excess of the Maximum Indemnification Limit; provided, however, that the total aggregate amount the Interested Holder Indemnified Parties shall be entitled to recover for such Losses arising out of, based upon or attributable to any Parent Fundamental Representation or willful misconduct shall be limited to the Base Purchase Price. Notwithstanding the foregoing, the limitations on indemnity set forth in this Section 8.04(b) (including, without limitation, the Maximum Indemnification Limit) shall not apply to any Losses arising out of, based upon or attributable to fraud or willful misconduct. (c) In respect of any Special Indemnity Matters (other than under Section 8.02(c)), the Parent Indemnified Parties’ recovery shall be, first, against the Escrow Amount as long as there are Escrow Funds remaining, and then, second, against the Interested Holders directly up to, in the case of each Interested Holder directly pro rata on a several but not joint basis, such Interested Holder’s liability limit set forth in Section 8.04(b); provided, however, that in respect of any indemnification claim by a Parent Indemnified Party under Section 8.02(c) (Payment of Net Adjustment to Merger Consideration, Closing Date Cash and Net Working Capital), the Parent Indemnified Parties’ recovery shall be (at the discretion of such Parent Indemnified Party and in whatever order the Parent Indemnified Party may choose) against either (or both): (i) the Interested Holders directly up to, in the case of each Interested Holder, such Interested Holder’s liability limit set forth in Section 8.04(b) or (ii) the Escrow Amount as long as there are Escrow Funds remaining. (d) Notwithstanding anything contained in this Agreement to the contrary, if and to the extent set there has been a final resolution with respect to the Special Indemnity Matters set forth in Schedule 3.15(b), upon Parent’s consent to early release in writing (such consent not to be unreasonably withheld, conditioned or delayed), $1,000,000 of the Escrow Amount (or such lesser amount equal to the remaining Escrow Funds, if any) shall be distributed in accordance with the provisions of the Escrow Agreement. (e) Notwithstanding anything herein to the contrary, except in the case of fraud, intentional misrepresentation or willful misconduct, each Interested Holder shall only be liable to the Parent Indemnified Parties for Losses up to an aggregate amount equal to such Interested Holder’s Pro Rata Share of the Base Purchase Price. (f) If a specific reserve, provision or allowance (in the form of an accrued liability or an offset to an asset or similar item) is reflected on the face of the Closing Date Balance Sheet to any matter for which a Parent Indemnified Party would otherwise be entitled to indemnification under Section 8.02, then the calculation of Losses in respect of such matter shall be reduced by the full amount of the reserve, provision or allowance as set forth on the face of such Closing Date Balance Sheet. (g) From the period commencing on the Closing Date and ending on the first (1st) anniversary thereof, Parent will, or will cause the Company to, maintain in force the directors and officers insurance in effect as of the date hereof (or reasonably equivalent insurance, at the discretion of Parent) insuring the Company or policies with substantially the same coverage, deductibles and other terms and conditions. If Parent determines that it is reasonably likely that coverage would be available under any either of said insurance policies for a Loss, then Parent will or will cause the Company to submit such claim provided, however that Parent shall be under no obligation to pursue such claim beyond the initial submission nor shall Parent be under any obligation to commence any legal proceeding against an insurer. To the extent a Parent Indemnified Party actually receives payment for a claim under said insurance policies, then (i) the Parent Indemnified Party shall be entitled to all the benefits of such coverage for such claim for Losses and (ii) the Parent Indemnified Party shall not be entitled to payment for indemnification for such Loss to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts Losses are actually recovered by such Indemnified Party under any from the applicable insurance policy with respect to such Damages carrier (net of any costs of enforcement and expenses incurred in obtaining such insurance proceedsdeductibles). If an Indemnifying Party pays an the Parent Indemnified Party for a receives an indemnification payment under this Article VIII and, thereafter, the Parent Indemnified Party receives payment from an insurance company relating to the claim and subsequently specifically indemnified by the Interested Holders, the Parent Indemnified Party will pay the Interested Holders Representative on behalf of the Interested Holders, as reimbursement, the lesser of: (a) the amount recovered from insurance proceeds company in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs of enforcement and expenses incurred in obtaining such insurance proceedsdeductibles) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds and (b) the amount of the indemnification payment that the Parent previously received in respect of any claim for which the Indemnified Parties seek indemnification such matter under this Article XI. Notwithstanding anything VIII. (h) For the purpose of determining the amount of the Loss resulting from a breach or inaccuracy of a representation or warranty of the Company (but not for the purpose of determining the existence of such breach or inaccuracy), any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty giving rise to the contrary herein, claim of indemnity hereunder shall in each case be disregarded and without effect (as if the Buyer Indemnified Parties are seeking, such standard or are entitled to seek, indemnification qualification were deleted from any of the Indemnifying Parties for Damages due to such representation or warranty). (i) No Interested Holder shall exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Partnership’s Surviving Corporation in connection with any indemnification obligation or Sellers’ fraud any other liability to which such Interested Holder may become subject under or willful misconductin connection with this Agreement. (j) Any investigation or other examination that may have been made or may be made at any time by or on behalf of the party to whom representations and warranties are made shall not limit, diminish or (ii) in any way affect the Excluded Liabilities or Excluded Assetsrepresentations and warranties in this Agreement, the Cap and the Threshold shall not be applicable toParties may rely on the representations and warranties in this Agreement irrespective of any information obtained by them by any investigation, examination or otherwise limit a Buyer Indemnified Party’s recovery for, such claimotherwise.

Limitations on Indemnity. No Buyer (a) Notwithstanding any other provision in this Agreement to the contrary, the Middle Kingdom Indemnified Party Parties shall seek, or not be entitled to, to indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) 14.2, unless and until the aggregate amount of Damages to the extent the aggregate claims for Damages of the Buyer Middle Kingdom Indemnified Parties are less than Five Hundred Thousand Dollars (with respect to such matters under Section 14.2 exceeds $500,000) 1,000,000 (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “CapDeductible”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, and then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the ThresholdDeductible; provided that the aggregate amount of Damages payable by the Pypo Shareholders to the Middle Kingdom Indemnified Parties hereunder shall not exceed $10,000,000 (the “Cap”) unless the Damages arise from or otherwise relate to the breach of any of the Basic Representations made by the Pypo Parties. (b) Notwithstanding any other provision in this Agreement to the contrary, the Pypo Parties shall not be liable to, or indemnify the Middle Kingdom Indemnified Parties for any Damages (i) resulting from any Table of Contents nonfulfillment or breach of any such representations, warranties, covenants, and obligations of which the Middle Kingdom Parties had knowledge on or prior to the Closing Date; or (ii) that are punitive (except to the extent constituting third party punitive claims), special, consequential, incidental, exemplary or otherwise not actual damages or (iii) that are in the nature of lost profits or any diminution in value of property or equity. In The Middle Kingdom Indemnified Parties shall not use “multiple of profits” or “multiple of cash flow” or any similar valuation methodology in calculating the amount of any Damages. This Article XIV constitutes the Middle Kingdom Parties’ sole and exclusive remedy for any and all Damages or other claims relating to or arising from this Agreement and the transactions contemplated hereby. (c) Notwithstanding any other provision in this Agreement to the contrary, no Pypo Party shall be entitled to indemnification pursuant to Section 14.3, unless and until the aggregate amount of Damages with respect to such matters under Section 14.3 exceeds the Deductible, and then only to the extent such Damages exceed the Deductible; provided that the aggregate amount of Damages payable by Middle Kingdom to a Buyer Indemnified the Pypo Party hereunder shall not exceed the Cap unless the Damages arise from or a Sellers Indemnified Party hereunder, otherwise relate to the amount breach of any of the Basic Representations made by Middle Kingdom. (d) Notwithstanding any other provision in this Agreement to the contrary, Middle Kingdom shall not be liable to, or indemnify any Pypo Party for any Damages (i) shall not be duplicative resulting from any nonfulfillment or breach of any other Damage for such representations, warranties, covenants, and obligations of which an indemnification claim has been made and the Pypo Parties had knowledge on or prior to the Closing Date; (ii) that are punitive (except to the extent constituting third party punitive claims), special, consequential, incidental, exemplary or otherwise not actual damages or (iii) that are in the nature of lost profits or any diminution in value of property or equity. The Pypo Parties shall be computed net not use “multiple of profits” or “multiple of cash flow” or any similar valuation methodology in calculating the amount of any amounts actually recovered by such Indemnified Party under Damages. This Article XIV constitutes the Pypo Parties’ sole and exclusive remedy for any insurance policy with respect and all Damages or other claims relating to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain or arising from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap Agreement and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimtransactions contemplated hereby.

Limitations on Indemnity. No Buyer Indemnified Party Except as provided in this Section 9.5, Seller shall seek, or not be entitled to, indemnification from any of the Indemnifying Parties required to indemnify and hold harmless Purchaser with respect to a claim pursuant to Section 11.2(a9.2(b) to unless and until the extent cumulative aggregate amount of all Losses which are otherwise recoverable by Purchaser under Section 9.2(b) exceeds $50,000.00 (the aggregate "BASKET"). If Purchaser brings an eligible claim or eligible claims for Damages an amount in excess of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars Basket, Seller shall be obligated to indemnify Purchaser for the full amount of all Losses under Section 9.2(b). Notwithstanding the foregoing, the Basket shall not be applicable with respect to any eligible claim brought by Purchaser under Section 9.2(b) with respect to any breach of Sections 4.3 ($500,000) Title to Assets), 4.5 (the “Threshold”Absence of Undisclosed Liabilities), 4.12 (Taxes) or exceed an amount equal to Five Million Dollars 4.24 ($5,000,000No Material Omissions) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations this Agreement. Except as provided in this Section 11.6 only 9.5, LifeStyle shall not be required to indemnify and hold harmless Purchaser with respect to a claim pursuant to Section 9.3(b) unless and until the extent such Damages exceed cumulative aggregate amount of all Losses which are otherwise recoverable by Purchaser under Section 9.3(b) exceeds $50,000.00 (the Threshold"BASKET"). If Purchaser brings an eligible claim or eligible claims for an amount in excess of the Basket, LifeStyle shall be obligated to indemnify Purchaser for the full amount of all Losses under Section 9.3(b). Notwithstanding the foregoing, the Basket shall not be applicable with respect to any eligible claim brought by Purchaser under Section 9.3(b) with respect to any breach of Section 5.3 (Absence of Undisclosed Liabilities) of this Agreement. In calculating addition, and notwithstanding the foregoing, it is agreed by and between the Parties that (i) the aggregate amount of any Damages payable and all Losses claimed by Purchaser pursuant to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, Section 9.2 and Section 9.3 hereunder shall not exceed the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made Final Purchase Price, and (ii) shall be computed net of any amounts actually recovered and all indemnification claims made by such Indemnified Party under any insurance policy Purchaser with respect to such Damages aggregate Losses shall be notified to Seller and/or LifeStyle, as the case may be, pursuant to Section 9.6(a) hereunder, on or before the one (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds1) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any year anniversary of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimClosing Date.

Limitations on Indemnity. No Buyer Indemnified Party shall seekand Seller agree, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages themselves and on behalf of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars Indemnitees and the Seller Indemnitees: ($500,000a) No Buyer Indemnitee will assert any claims for indemnification under Section 7.2(a): (the “Threshold”i) in respect of any Loss incurred or exceed an amount equal to Five Million Dollars suffered by such Buyer Indemnitee that is not a Qualifying Loss and ($5,000,000ii) (the “Cap”); provided, that, if until such time as the aggregate of all Qualifying Losses that Buyer Indemnitees may have under Section 7.2(a) exceeds $5.2 million (the amount referred to in this clause (ii), the “Indemnity Threshold”), and then only for the aggregate amount of all Qualifying Losses in excess of the Indemnity Threshold. The aggregate liability of Seller in respect of claims for Damages equals indemnification pursuant to Section 7.2 (a) will not exceed $39 million. (b) For purposes of determining whether there has been a breach and the amount of Losses that are the subject matter of a claim for indemnification or exceeds reimbursement hereunder, each representation and warranty in this Agreement and schedules and exhibits hereto (other than the Thresholdrepresentations and warranties set forth in Section 2.8(b), then Buyer the first sentence of Section 2.11 and the first sentence of Section 2.16(a)) shall be entitled read without regard and without giving effect to recover for Damages the terms “material” or “Material Adverse Effect” or similar phrases contained in such representation or warranty. For purposes of determining the amount of any Losses subject to indemnification under this Article 7, the limitations amount of such Losses will be determined net of all related reserves accrued with respect to the matter on the Closing Balance Sheet or reflected in the final Closing Working Capital. (c) With respect to each indemnification obligation in this Section 11.6 Agreement: (i) all Losses shall be net of any Eligible Insurance Proceeds; (ii) in no event shall an Indemnifying Party have liability to the Indemnified Party for any consequential or punitive damages, except if and to the extent any such damages are recovered against an Indemnified Party pursuant to a Third Party Claim, and (iii) the amount of any Losses for which indemnification is provided under this Article 7 shall be reduced by the amount of any net Tax benefit realized by the Indemnified Party or its Affiliates attributable to such Losses. For purposes of this subsection, a Person shall be deemed to realize a Tax benefit attributable to a Loss only to the extent such Damages exceed the Threshold. In calculating Person actually receives a refund of Taxes or experiences a reduction in the amount of any Damages payable Taxes which such Person would otherwise have actually had to pay in respect of the taxable year in which the Loss occurs, as a Buyer result of the facts, circumstances or events giving rise to the Loss. Notwithstanding clause (ii) of this Section 7.4(c), nothing herein shall preclude an Indemnified Party from recovering diminution in value from an Indemnifying Party. (d) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or a Sellers in part, by third-party insurance coverage, the Indemnified Party hereundershall promptly give written notice thereof to the Indemnifying Party (a “Notice of Insurance”). If the Indemnifying Party so requests within 60 days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder (provided, however, that the Damages (i) Indemnified Party shall not be duplicative of any other Damage for required to engage counsel or file suit to pursue such proceeds) in which an indemnification claim has been made and (ii) shall be computed net of any amounts event all such proceeds actually recovered by such Indemnified Party under any insurance policy with respect to such Damages received (net of any retroactive or prospective premium increases, and any collection or investigation costs and expenses incurred in obtaining such insurance proceeds)connection therewith) shall be considered “Eligible Insurance Proceeds”. If In any case where an Indemnified Party recovers from a third party any Eligible Insurance Proceeds or indemnification proceeds in respect of any Losses for which an Indemnifying Party pays an has actually reimbursed such Indemnified Party for a claim and subsequently insurance proceeds pursuant to this Article 7, such Indemnified Party shall promptly pay over to the Indemnifying Party such Eligible Insurance Proceeds and/or the amount of such indemnification proceeds, but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) any amount expended by the Excluded Liabilities Indemnifying Party in pursuing or Excluded Assetsdefending any claim arising out of such matter. (e) Any Indemnified Party shall take all commercially reasonable steps to mitigate any Losses incurred by such party upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any indemnification rights hereunder; provided, that the Cap and the Threshold foregoing shall not be applicable to, deemed to alter or otherwise limit a Buyer expand an Indemnified Party’s recovery for, such claimduty to mitigate Losses under applicable Law.

Limitations on Indemnity. 9.6.1 No Buyer Indemnified Party shall seek, or be entitled to, indemnification from under Section 9.2.1.A hereof to the extent (i) the aggregate amount of Damages incurred by a Buyer Indemnified Party with respect to any of the Indemnifying Parties individual matter for which indemnification is sought pursuant to Section 11.2(a9.2.1.A is less than $25,000 (the “Sub-Threshold”), and (ii) to the extent the aggregate of the individual claims for Damages of the Buyer Indemnified Parties are (each of which is greater than the Sub-Threshold) for which indemnification is sought pursuant to Section 9.2.1.A hereof is less than Five Hundred Thousand Dollars ($500,000) 200,000 (the “Threshold”) or exceed exceeds an amount equal to Five Million Dollars ($5,000,000) 5,000,000 (the “Cap”); provided, that, that if the aggregate of all individual claims (each of which is greater than the Sub-Threshold) for Damages for which indemnification is sought pursuant to Section 9.2.1.A hereof equals or exceeds the Threshold, then Buyer Buyer, subject to the limitations in this Article, shall be entitled to recover for such Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Section 9.2.1.A exceed an amount equal to the Cap). Notwithstanding anything herein to the contrary, Seller’s indemnification obligations with respect to Taxes, Excluded Liabilities and Excluded Assets shall not be subject to the limits set forth in this Section, and shall not be included in the calculation of any amounts for purposes of the Cap or the Threshold. 9.6.2 In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Seller Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and made, (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy or otherwise with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds)recovery) and (iii) shall be computed net of any Tax benefit actually realized by the Indemnified Party with respect to such Damages. If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified PartiesParty, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything Article. 9.6.3 To the extent that an Indemnifying Party pays on an indemnification pursuant to Section 9.2, and the Indemnified Party has a claim against a third Person (other than the Indemnifying Party), then the Indemnifying Party shall be subrogated to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any claim of the Indemnified Party to the extent of the amount of indemnification paid by the Indemnifying Parties for Damages Party and to the extent such payments are duplicative of amounts due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.

Limitations on Indemnity. No (a) In no event shall Sellers’ aggregate liability for any obligation to indemnify Buyer Indemnified Party shall seekPersons against, or reimburse any Buyer Indemnified Persons for, any Losses pursuant to Section 11.02(a) in respect of the Special Seller Fundamental Representations exceed the Indemnity Escrow Amount. (b) Except in the case of Fraud, and subject to the specific cap described in Sections 11.06(a) hereof with respect to certain claims as provided therein, no Seller shall be entitled toobligated to indemnify Buyer Indemnified Persons against, or reimburse any Buyer Indemnified Persons for, any Losses pursuant to Section 11.02 after the aggregate amount of all payments made by such Seller hereunder in respect of such Losses (to avoid doubt, including any payments made in respect of the Special Seller Fundamental Representations) equals the amount of the Purchase Price actually received by such Seller (provided that for this purpose, the Seller Allocation Percentage of each of the Indemnity Escrow Amount and the Tax Escrow Amount shall be deemed to have been actually received by such Seller). (c) No Seller shall have, and each Seller hereby waives, any claim for contribution or indemnification from or against any of the Indemnifying Parties pursuant Vionic Entities as a result of any indemnification or other payments made by any Seller to Section 11.2(a) to the extent the aggregate claims for Damages any of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars Persons pursuant to this Agreement. ($500,000d) No information or knowledge acquired, or investigations conducted, by Buyer or its Representatives of the Vionic Entities, the Asset Seller or any of their respective businesses, assets, liabilities or otherwise shall in any way limit, or constitute a waiver of, or a defense to, any claim for indemnification or other claim by Buyer or any Buyer Indemnified Person under this Agreement. (e) Notwithstanding anything contained herein or elsewhere to the contrary, all “Threshold”) material” or exceed an amount equal to Five Million Dollars ($5,000,000) (similar materiality type qualifications contained in the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer representations and warranties set forth in this Agreement shall be entitled to recover ignored and not given any effect for Damages subject to the limitations in indemnification provisions of this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating Agreement, including, without limitation, for purposes of (i) determining the amount of any Damages payable Losses incurred with respect to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made provisions hereof and (ii) determining whether or not a breach of a representation or warranty has occurred. (f) The amount of any Losses for which indemnification is provided under this Agreement shall be computed net of any amounts actually recovered by such the Indemnified Party or its Affiliates under insurance policies maintained by the Vionic Entities, in effect immediately prior to the Closing Date and applicable to such Losses (the “Existing Policies”), net of reasonable expenses incurred by the Indemnified Party in obtaining such recovery. Buyer will (and will cause the Vionic Entities to) use commercially reasonably efforts to seek full recovery under such Existing Policies; provided, however, that the Indemnified Party shall have no obligation to first submit or to collect upon any applicable insurance coverage as a precondition to making a claim for indemnification hereunder or obtaining indemnification for Losses therefor. To the extent that any insurance policy with respect payment under the Existing Policies is actually recovered by a Buyer Indemnified Person after the related indemnification payment has been made pursuant to this Agreement, the Buyer Indemnified Person will pay over to the Escrow Agent (to the extent that amounts of applicable Losses have been paid to Buyer out of the Indemnity Escrow Account and the Escrow Agreement remains in effect) or to the Sellers’ Representative, on behalf of the Sellers (in any other circumstance) the amounts of such Damages insurance payments promptly after they are actually recovered (net of any costs and reasonable expenses incurred by the Indemnified Party in obtaining such insurance proceedsrecovery). If . (g) In connection with an Indemnifying Party pays Indemnified Party’s rights for any claim under this Article 11 an Indemnified Party for a claim may not seek punitive or exemplary damages, except to the extent such punitive or exemplary damages are recovered by or paid to Third Persons. (h) Nothing in this Agreement shall limit the right of the Buyer Indemnified Person to make claims against the Representation and subsequently insurance proceeds Warranty Policy or any other applicable policy of insurance; provided, however, that in respect of such claim is collected by no event shall an Indemnified Party be entitled to recover damages or obtain indemnity to the Indemnified Parties, then extent that the Indemnified Party shall have otherwise actually recovered for such matter pursuant to any other provision of this Agreement (and any such actual recovery pursuant to the Existing Policies or Representations and Warranty Policy shall be deemed to be an actual recovery hereunder), so as to avoid duplication or “double counting” of the same Loss and in such case in the event that Sellers were the first payor of such Losses otherwise reimbursed by other means, the applicable Buyer Indemnified Persons shall promptly shall remit pay over to Sellers in proportion to their respective Seller Allocation Percentage such excess necessary so as to avoid double counting of the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which same Losses; provided that the Indemnified Parties seek Party may pursue indemnification under pursuant to multiple provisions of this Article XI. 11. (i) Notwithstanding anything to the contrary hereincontained in this Agreement, if no limitation on indemnification provided in this Article 11 or any other provision of this Agreement shall apply to any Losses in the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any case of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimFraud.

Limitations on Indemnity. No Buyer (a) From and after the Closing, the Parent Indemnified Party Persons shall seek, or not be entitled to, to indemnification from any in respect of the Indemnifying Parties Indemnified Losses pursuant to Section 11.2(a7.2(a)(i) resulting from or arising out of breaches of the representations and warranties contained in Article 2 of this Agreement, Indemnified Losses pursuant to Section 7.2(a)(iv) and Indemnified Losses pursuant to Section 7.2(a)(v) unless and until such Indemnified Losses exceed $500,000 in the aggregate (the “Indemnification Threshold”), but then to the full extent of such Indemnified Losses (including the first $500,000) of such Indemnified Losses); provided, however, the Indemnification Threshold limitation shall not apply in any manner whatsoever to any breach of the Fundamental Reps or to the extent the aggregate claims for Damages breach results from willful misconduct or fraud by such Party. (b) From and after the Closing, Parent shall have no obligation to indemnify Stockholder Indemnified Persons in respect of Indemnified Losses pursuant to Section 7.3(a) resulting from or arising out of breaches of the Buyer representations and warranties contained in Article 3 of this Agreement unless such Indemnified Parties are less than Five Hundred Thousand Dollars Losses exceed the Indemnification Threshold, but then to the full extent of such Indemnified Losses (including the first $500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”of such Indemnified Losses); provided, thathowever, if the Indemnification Threshold limitation shall not apply in any manner whatsoever to any breach of a representation or warranty contained in Sections 3.1 (Authorization; No Conflicts) or 3.2 (Capitalization of Acquisition Subsidiary). (c) From and after the Closing, except as provided below, the aggregate amount of all claims Indemnified Losses that may be recovered by the Parent Indemnified Persons under Section 7.2(a)(i), Section 7.2(a)(iv) and Section 7.2(a)(v) may not exceed the Escrow Amount (the “Parent Cap”). From and after the Closing, in the absence of willful misconduct or fraud by a Party or for Damages equals or exceeds breaches of Fundamental Reps, the Thresholdsole source of indemnity payments to Parent Indemnified Persons in respect of Indemnified Losses that may be recovered by the Parent Indemnified Persons under Section 7.2(a)(i), then Buyer Section 7.2(a)(iv) and Section 7.2(a)(v) shall be entitled to recover for Damages subject to the limitations available balance in the Escrow Account. Notwithstanding the first two sentences of this Section 11.6 only 7.6(c), (A) the Parent Cap shall not apply to Indemnified Losses resulting from breaches of the extent such Damages Fundamental Reps, the cap for which shall instead, for the Stockholders, not exceed an amount, in the Threshold. In calculating the amount of any Damages payable aggregate, equal to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages Merger Consideration actually received by such Stockholder and (iB) neither the Parent Cap nor the Aggregate Cap shall apply to the obligations of any Party hereto to the extent a breach results from willful misconduct or fraud by such Party. (d) From and after the Closing, the aggregate amount of Indemnified Losses that may be recovered by the Stockholder Indemnified Persons under Section 7.3(a) and 7.3(b) may not exceed the Escrow Amount (the “Stockholders Cap”). Notwithstanding the first sentence of this Section 7.6(d), (A) the Stockholders Cap shall not be duplicative apply to Parent’s representations and warranties set forth in Sections 3.1 (Authorization; No Conflicts) and 3.2 (Capitalization of Acquisition Subsidiary), and (B) the Stockholders Cap shall not apply to the obligations of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered Party hereto to the extent a breach results from willful misconduct or fraud by such Indemnified Party under any insurance policy with respect to such Damages Party. (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly e) The Stockholders shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of not have any claim for contribution from or against the Surviving Company or any Subsidiary of the Company as a result of any indemnification or other payments made by any of the Stockholders to any of the Parent Indemnified Persons pursuant to this Agreement. (f) No information or knowledge acquired, or investigations conducted, by Parent or its representatives, of the Company or otherwise, shall in any way limit, or constitute a waiver of, or a defense to, any claim for indemnification by Parent or any Parent Indemnified Person under this Agreement. (g) Each Party shall use reasonable commercial efforts to pursue all legal rights and remedies available in order to minimize the damages for which the Indemnified Parties seek indemnification is provided to it under this Article XI7. Notwithstanding anything to the contrary hereinin this Agreement, if neither the Buyer Company nor any Stockholder shall have any liability to the Parent for any increase in Taxes in a Tax year or period beginning after the Closing Date or in the portion of a Straddle Period beginning after the Closing Date as the result of a reduction in any Tax Attributes in a Pre-Closing Tax Period or the portion of a Straddle Period ending on or before the Closing Date. The amount of any Indemnified Parties are seeking, Losses subject to indemnification under this Article 7 or are entitled to seek, indemnification from of any claim therefor shall be calculated net of any Tax benefit actually realized by the Indemnifying Parties for Damages due to Parent Indemnified Persons on account of such Indemnified Losses. (ih) In the Partnership’s or Sellers’ absence of fraud or and willful misconduct, or (ii) the Excluded Liabilities or Excluded Assetsrights of the parties under this Article 7 shall be the sole and exclusive remedies of the parties hereto and their respective affiliates with regard to claims under this Agreement except for claims for equitable remedies, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimincluding without limitation injunctive relief.

Limitations on Indemnity. No (i) Except for Claims (as defined below) related to Taxes and except as provided in this Section, the Members shall not be required to indemnify and hold harmless the Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties with respect to a Claim pursuant to Section 11.2(a8.2(a) to unless and until the extent the cumulative aggregate claims for amount of all Damages of which are otherwise recoverable by the Buyer Indemnified Parties are less than Five Hundred under Section 8.2(a) exceeds Twenty-five Thousand Dollars ($500,00025,000.00) (the “Threshold”) ). If the Buyer brings an eligible claim or exceed eligible Claims for an amount equal in excess of the Threshold, the Members shall be obligated to Five Million Dollars ($5,000,000indemnify the Buyer for the full amount of all Damages under Section 8.2(a) (including the “Cap”)amount of the Threshold; provided, thathowever, if that the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer Members as a group shall in no event be entitled to recover for Damages subject liable to the limitations Buyer for any aggregate Damages under Section 8.2(a) in this Section 11.6 only excess of fifty percent (50%) of the Sale Consideration. (ii) Subject to the extent such Damages exceed provisions hereof relating to a Buyer Tax Contest, the Threshold. In calculating indemnified party will use commercially reasonable efforts to mitigate damages in respect of any Claim for which it is seeking indemnification under this Article VIII; provided, however, that in the case of the Buyer as the indemnified party, the Buyer need take no action in connection with any mitigation efforts that is out of the Ordinary Course of Business or change in any material respect the manner in which it conducts the Business. (iii) With respect to the amount of any Damages payable subject to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative indemnification under this Section 8.2 of any other Damage for which an indemnification claim has been made and (ii) Claim therefor such Damages shall be computed calculated net of any amounts actually recovered actual recoveries obtained by such Indemnified Party under the Buyer, the Company, or any of the Buyer’s Affiliates, on the one hand, or the Members or any of their respective Affiliates, on the other hand, as applicable, from any other third party; provided, however, that notwithstanding the foregoing, nothing herein shall be deemed to require any indemnified party to use efforts to effect recovery of available insurance policy claims after denial of a submitted claim in connection with any claim for any Losses, or to purchase insurance with respect to such Damages (net matters subject to indemnification hereunder, and decisions regarding the purchase of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnershipbe at each party’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimsole discretion.

Limitations on Indemnity. No Buyer Indemnified Party shall seekThe Buyers and Seller agree, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages themselves and on behalf of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars Indemnitees and the Seller Indemnitees: (a) No Buyer Indemnitee will assert any claims for indemnification under Section 8.2(a): (i) in respect of any individual Loss incurred or suffered by such Buyer Indemnitee that is not in excess of $500,000500,000 (a “Qualifying Loss”), and (ii) until such time as the aggregate of all Qualifying Losses that Buyer Indemnitees may have under Section 8.2(a) exceeds an amount equal to $5,000,000 (the amount referred to in this clause (ii), the “Indemnity Threshold”), and then only for the aggregate amount of all Qualifying Losses in excess of the Indemnity Threshold. The aggregate liability of Seller in respect of claims for indemnification pursuant to Sections 8.2(a) or (c) will not exceed an amount equal to Five Million Dollars ($5,000,000) 195,000,000 (the “Cap”); provided. Notwithstanding anything to the contrary set forth herein, that, if the Indemnity Threshold and the Cap will not apply to the obligations of Seller to indemnify the Buyer Indemnitees in connection with an inaccuracy in or breach of the representation and warranties contained in Sections 3.3(a) and 3.10 nor any claim as a result of a failure to satisfy the Final Closing Condition after the RCP New Indebtedness has been incurred by the relevant Companies’ Subsidiaries. (b) No Seller Indemnitee will assert any claims for indemnification under Section 8.3(a): (i) in respect of any individual Loss incurred or suffered by such Seller Indemnitee that is not a Qualifying Loss and (ii) until such time as the aggregate of all Qualifying Losses that Seller Indemnitees may have under Section 8.3(a) exceeds the Indemnity Threshold, and then only for the aggregate amount of all Qualifying Losses in excess of the Indemnity Threshold. The aggregate liability of the Buyers in respect of claims for Damages equals or exceeds indemnification pursuant to Section 8.3(a) will not exceed the Threshold, then Buyer shall be entitled to recover for Damages subject Cap. Notwithstanding anything to the limitations in contrary set forth herein, the Indemnity Threshold and the Cap and the other provisions of this Section 11.6 only 8.4 will not apply to the extent such Damages exceed obligations of the Threshold. In calculating Buyers to indemnify the Seller Indemnitees in connection with an inaccuracy in or breach of any Fundamental Representation. (c) For purposes of determining the amount of any Damages payable Losses subject to a Buyer Indemnified Party or a Sellers Indemnified Party hereunderindemnification under this Article VIII, the amount of such Losses will be determined net of all related reserves accrued in respect of the Damages specific matter subject to indemnification on the Closing Balance Sheet or reflected in the final Closing Net Working Capital Amount. (d) With respect to each indemnification obligation in this Agreement: (i) all Losses shall be net of any Eligible Insurance Proceeds; (ii) in no event shall an Indemnifying Party have liability to the Indemnified Party for any punitive damages, except if and to the extent any such damages are recovered against an Indemnified Party pursuant to a Third-Party Claim; and (iii) the parties shall treat any indemnification payment made under this Agreement as an adjustment to the Aggregate Purchase Price. (e) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a “Notice of Insurance”). If the Indemnifying Party so requests within 180 days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder, in which event all such proceeds actually received, net of costs reasonably incurred by the Indemnified Party in seeking such collection, shall be considered “Eligible Insurance Proceeds.” Any amount payable by an Indemnifying Party pursuant to this Article VIII shall be paid promptly and payment shall not be duplicative delayed pending any determination of Eligible Insurance Proceeds. In any case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds and/or any other amount in respect of any other Damage Losses for which an indemnification claim Indemnifying Party has been made actually reimbursed it pursuant to this Article VIII, such Indemnified Party shall promptly pay over to the Indemnifying Party such Eligible Insurance Proceeds and/or the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim, and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (f) Any Indemnified Party shall be computed net take all commercially reasonable steps to mitigate any Losses incurred by such party upon and after becoming aware of any amounts actually recovered event or condition that would reasonably be expected to give rise to any indemnification rights hereunder. (g) Notwithstanding anything to contrary set forth herein, no indemnification claim may be asserted under this Agreement by such Indemnified Party under a Buyer Indemnitee or a Seller Indemnitee, as the case may be (other than a claim for payment pursuant to Article II hereof), from and after the date on which all or a portion of the equity interests of Seller, any insurance policy Buyer or any parent entity of Seller or any Buyer, is issued to or sold, assigned or otherwise transferred to any Person that is not controlled directly or indirectly by the Xxxx Group. (h) If on the Closing Date, any Buyer knows of any information that would cause one or more of the representations and warranties made by Seller to be inaccurate as of the date made or as of the Closing Date, the Buyers shall have no right or remedy after the Closing with respect to such Damages (net inaccuracy and shall be deemed to have waived its rights to indemnification in respect thereof. Without limiting the foregoing, the Buyers shall be charged with knowledge of any costs information contained in any data room or diligence report made available by or on behalf of Seller to the Buyers and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by all publicly disclosed information regarding the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds Business. (net of any costs and expenses incurred in obtaining such insurance proceedsi) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if no party to this Agreement (or any of its Affiliates) shall, in any event, be liable or otherwise responsible to any other party to this Agreement for an amount in excess of the Buyer Indemnified Parties are seekingAggregate Purchase Price. (j) Notwithstanding anything to the contrary herein, Seller shall not be required to defend, indemnify or are entitled to seek, indemnification from hold harmless any of the Indemnifying Parties Buyer Indemnitees for Damages due any Losses relating to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimTaxes except pursuant to Section 8.2(c).

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a10.2(a) to the extent hereof unless and until the aggregate claims for Damages of the Buyer Indemnified Parties for which indemnification is sought pursuant to Section 10.2(a) hereof are less greater than Five Hundred Thousand United States Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five and then only for the excess over the Threshold but not in excess of Ten Million United States Dollars ($5,000,00010,000,000) (the “Cap”); provided, thathowever, if that neither the aggregate of all Cap nor the Threshold shall be applicable to any claims for Damages equals of the Buyer Indemnified Parties for which indemnification is sought with respect to (i) Section 5.1, Section 5.2(a), Section 5.18, Section 7.17, Section 7.20, Section 10.2(a)(iii) or exceeds the ThresholdSection 10.2(a)(iv) hereof, then Buyer shall (ii) any liability for Tax in respect of which a claim may be entitled to recover for Damages subject to the limitations in made hereunder, or (iii) fraud or willful misconduct of Seller or willful breach of this Section 11.6 only to the extent such Damages exceed the Threshold. Agreement by Seller. (b) In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Seller Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any out-of-pocket costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is are collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any out-of-pocket costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable best efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything ARTICLE X, provided, however, that an Indemnified Party shall have no obligation to the contrary hereininitiate, if the Buyer Indemnified Parties are seeking, pursue or are entitled exhaust any remedies against any insurance policy or proceeds prior to seek, seeking indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.under this ARTICLE X.

Limitations on Indemnity. No Buyer (a) Notwithstanding any other provision in this Agreement to the contrary, the TM Indemnified Party Parties shall seek, or not be entitled to, to indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a10.2(a)(i) or 10.2(a)(iii), unless and until the aggregate amount of Damages to the extent the aggregate claims for Damages of the Buyer TM Indemnified Parties are less than Five Hundred Thousand Dollars with respect to such matters under Sections 10.2(a)(i) and (a)(iii) exceeds $500,000) 1,000,000 (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “CapDeductible”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, and then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating Deductible; provided that the aggregate amount of any Damages payable by the HMDF Shareholders to a Buyer the TM Indemnified Party or a Sellers Indemnified Party hereunderParties pursuant to Sections 10.2(a)(i) and 10.2(a)(iii) shall not exceed $25,000,000 (the “Cap”) . (b) Notwithstanding any other provision in this Agreement to the contrary, the amount of HMDF Parties shall not be liable to, or indemnify the TM Indemnified Parties for any Damages (i) shall not be duplicative resulting from any nonfulfillment or breach of any other Damage for such representations, warranties, covenants, and obligations of which an indemnification claim has been made and HMDF disclosed to TM on or prior to the date hereof; or (ii) that are punitive (except to the extent constituting third party punitive claims), special, consequential, incidental, exemplary or otherwise not actual damages. This Article X constitutes TM’s sole and exclusive remedy for any and all Damages or other claims relating to or arising from this Agreement and the transactions contemplated hereby. (c) Notwithstanding any other provision in this Agreement to the contrary, no HMDF Party shall be computed net entitled to indemnification pursuant to Section 10.3, unless and until the aggregate amount of any amounts actually recovered by such Indemnified Party under any insurance policy Damages with respect to such matters under Section 10.3 exceeds the Deductible, and then only to the extent such Damages exceed the Deductible; provided that the aggregate amount of Damages payable by the Company to the HMDF Indemnified Parties pursuant to Section 10.3(a)(i) shall not exceed the Cap. (net of d) Notwithstanding any costs and expenses incurred other provision in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified this Agreement to the contrary, the Company shall not be liable to, or indemnify any HMDF Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) resulting from any nonfulfillment or breach of any such representations, warranties, covenants, and obligations of which TM disclosed to the Partnership’s HMDF Parties on or Sellers’ fraud or willful misconduct, prior to the date hereof; or (ii) that are punitive (except to the Excluded Liabilities extent constituting third party punitive claims), special, consequential, incidental, exemplary or Excluded Assets, otherwise not actual damages. This Article X constitutes the Cap HMDF Parties’ sole and exclusive remedy for any and all Damages or other claims relating to or arising from this Agreement and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimtransactions contemplated hereby.

Limitations on Indemnity. No Bxxxx and Sxxxxxx agree, for themselves and on behalf of the Buyer Indemnitees and Seller Indemnitees: (a) The amount of any and all Losses indemnifiable pursuant to Section 8.2 or Section 8.3 shall be determined net of any amounts which an Indemnified Party has recovered (whether by reason of a contractual right, a right to take or bring a claim, availability of insurance, or a right to require a payment discount or otherwise) from another Person in respect of any matter giving rise to a Loss that may be recoverable pursuant to the provisions of Section 8.2 or Section 8.3, as applicable (whether before or after the Indemnifying Party have made a payment to any Indemnified Party hereunder and in respect thereof), and the Indemnified Party shall seek, or be entitled to, indemnification from any of promptly notify the Indemnifying Parties Party and provide such information as the Indemnifying Party may require relating to any such right of recovery and the steps taken or to be taken by the Indemnified Party in connection therewith. With respect to each indemnification obligation contained in this Agreement, all Losses shall also be reduced by any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in the same or immediately following Tax year in which such Loss is incurred. In any case where an Indemnified Party recovers or becomes entitled to recover any amount in respect of a matter for which such Indemnified Party was indemnified pursuant to Section 11.2(a) 8.2 or Section 8.3, as applicable, in each case to the extent not already taken into account pursuant to this Section 8.4(a), such Indemnified Party shall promptly (and in any event within five (5) Business Days after receipt) pay over to the aggregate claims for Damages applicable Indemnifying Party the amount so recovered, but not in excess of the Buyer sum of (1) any amount previously so paid to or on behalf of such Indemnified Parties Party in respect of such matter and (2) any amount expended by the applicable Indemnifying Party in pursuing or defending any claim arising out of such matter. (b) No Indemnified Party shall be entitled to indemnification pursuant to Section 8.2 or Section 8.3 for any such Loss to the extent that such Loss was taken into account in the Final Purchase Price as finally determined pursuant to Section 1.5. (c) In no event shall an Indemnifying Party have Liability to the Indemnified Party for (i) any special, punitive, or exemplary damages of any kind or nature, or (ii) any lost profits, revenue or income, opportunity costs, loss of use, business interruption, diminution in value or damages based upon a multiple of earnings or similar financial measure damages items, in the case of each item in this clause (ii) that were not reasonably foreseeable as a result of the facts giving rise to such indemnification claim against the Indemnifying Party, in each case except if and to the extent any such damages are less than Five Hundred Thousand Dollars actually recovered by a third party pursuant to a Third-Party Claim. ($500,000d) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer No Indemnified Party shall be entitled to recover for Damages subject to the limitations in same Loss more than once under this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of Article 8 or otherwise under this Agreement or any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for Ancillary Agreement even if a claim and subsequently insurance proceeds for indemnification or otherwise in respect of such claim is collected by Loss has been made as a result of a breach of more than one covenant, agreement or representation or warranty contained in this Agreement or any Ancillary Agreement. For the Indemnified Partiesavoidance of doubt, then notwithstanding anything in this Agreement to the Indemnified Party promptly contrary, nothing herein shall remit the insurance proceeds prohibit, limit or otherwise preclude Buyer or Sellers from exercising their respective rights pursuant to Section 4.12 (net but without duplication). (e) Each of Buyer and Sellers shall use their reasonable best efforts to mitigate any Loss upon and after becoming aware of any costs event that would reasonably be expected to give rise thereto. Except for claims for Fraud and expenses incurred claims related to Retained Liabilities (other than Retained Liabilities related to Pre-Closing Taxes, Pre-Closing Warranty Claims, or the liabilities set forth in obtaining such insurance proceedsSections 1.4(b)(iv), (vi), (viii) and (ix)), Buyer shall seek to Indemnifying Party. The Indemnified Parties recover (and shall use commercially reasonable efforts to obtain from recover) for any applicable insurance company any insurance proceeds in respect of any claim matters that are the basis for which the Indemnified Parties seek making claims for indemnification under this Article XI. Notwithstanding anything pursuant to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to Section 8.2 (i) first from the Partnership’s R&W Insurance Policy or Sellers’ fraud if applicable, the D&O Tail Policy (in each case, to the extent such claim is covered and collectible thereunder and not excluded or willful misconductotherwise not covered and collectible thereunder due to, without limitation, retention, cap, exclusion, or other limitations set forth in the R&W Insurance Policy), and (ii) then from the Excluded Liabilities or Excluded AssetsSellers if applicable pursuant to, and in accordance with, the Cap terms and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimconditions of this Agreement.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties Seller pursuant to Section 11.2(a10.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are for which indemnification is sought pursuant to Section 10.2(a) is less than Five Hundred Ten Thousand Dollars ($500,00010,000.00) (the “Threshold”) or exceed exceeds an amount equal to Five Million Dollars ($5,000,0005,000,000.00) (the “Cap”); provided, that, if the aggregate of all claims for Damages for which indemnification is sought pursuant to Section 10.2(a) equals or exceeds the Threshold, then Buyer shall be entitled to recover for such Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. , but in any event not to exceed the Cap. (b) In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers an Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made made, and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to the Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.X.

Limitations on Indemnity. No Buyer Indemnified Party (a) On and after the Closing: (i) the Shareholder shall seek, or only be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) liable to the extent PCN Indemnified Parties, and the aggregate claims for Damages of the Buyer PCN Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall only be entitled to recover indemnification from the Shareholder, for Damages subject the matters covered by Sections 8.1; and (ii) PCN and the Surviving Corporation shall only be liable to the limitations Seller Indemnified Parties, and the Seller Indemnified Parties shall only be entitled to indemnification from PCN and the Surviving Corporation, for the matters covered by Section 8.2 hereof, in this Section 11.6 both cases, only if, and only to the extent such Damages exceed that, the Threshold. In calculating the aggregate amount of any Damages payable to a Buyer Losses suffered by PCN Indemnified Party Parties or a Sellers suffered by Seller Indemnified Party hereunderParties, as the amount of case may be, exceeds $100,000 (the Damages (i) shall not be duplicative of any other Damage for "Minimum Indemnity Amount"), in which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by event each such Indemnified Party under shall thereafter be entitled, from time to time, to seek indemnification in respect to all Losses in respect of which it is entitled to be indemnified pursuant to such provisions of Section 8.1 and 8.2, as the case may be, in excess of the Minimum Indemnity Amount. The foregoing limitations shall not affect the right of the Indemnified Party to make a claim for indemnification in order to enable the Indemnified Party to obtain credit against the $100,000 limitation contained in the preceding sentence hereof for indemnification which would otherwise be due but for such limitation; provided, however, that, except as otherwise provided in Section 8.3(b), the Indemnifying Party shall have no liability unless the claims of the Indemnified Party exceed, in the aggregate, the Minimum Indemnity Amount. Notwithstanding any insurance policy provision hereof to the contrary, no claim of any PCN Indemnified Party with respect to such Damages (net of the items enumerated in Section 8.3(b) shall count toward the Minimum Indemnity Amount to the extent that any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an PCN Indemnified Party for a claim and subsequently insurance proceeds has received payment in respect of such claim is collected by the Indemnified Parties, then the Indemnified from an Indemnifying Party promptly shall remit the insurance proceeds pursuant to Section 8.3(b). (net of any costs and expenses incurred b) Anything contained in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything Section 8.3 to the contrary hereinnotwithstanding, if the Buyer limitation on indemnity contained in Section 8.3(a) (including, without limitation, the Minimum Indemnity Amount) shall not apply to any Loss:(i) for which any PCN Indemnified Parties are seeking, or are Party is entitled to seekindemnification pursuant to Section 8.1(iii) hereof; (ii) incurred by any PCN Indemnified Party as a result of a breach by the Shareholder of the representations and warranties contained in Section 3.2, indemnification from 3.8 and 3.14 hereto; (iii) incurred by any PCN Indemnified Party as a result of a breach by the Shareholder of any of the covenants or agreements contained in this Agreement or in any Company Document; or (iv) incurred by any Seller Indemnified Party as a result of a breach by PCN or Merger Sub of any of the covenants or agreements contained in this Agreement or in any PCN Document; provided, however, that, except for claims arising under Section 8.1(iii), no Indemnified Party shall assert a claim for the matters covered by this Section 8.3(b) unless and until the amount of Losses suffered by such Indemnified Party, in the aggregate, exceeds Twenty Five Thousand ($25,000) Dollars; provided, further, however, that once the Indemnified Party's Losses with respect to the matters covered by this Section 8.3(b) exceed such Twenty Five Thousand ($25,000) Dollar threshold, the Indemnifying Parties Party shall be liable for Damages due all valid claims of the Indemnified Party, including the initial claims aggregating Twenty Five Thousand ($25,000) Dollars. No amounts paid pursuant to the provisions of Section 8.1(iii) shall count towards or against (i) the Partnership’s or Sellers’ fraud or willful misconduct, trigger of $25,000 set forth in this Section 8.3(b) or (ii) the Excluded Liabilities or Excluded Assets, $100,000 Minimum Indemnity Amount set forth in Section 8.3 (a). Under no circumstances shall the Cap and total liability of the Threshold Shareholder pursuant to this Article 8 exceed Six Million Two Hundred Fifty Thousand ($6,250,000) Dollars. (c) The provisions of this Article 8 shall not be applicable to, apply to claims arising under the Employment Agreement or otherwise limit a Buyer Indemnified Party’s recovery for, such claimthe Registration Rights Agreement.

Limitations on Indemnity. Buyer and Seller agree, for themselves and on behalf of the Buyer Indemnitees and the Seller Indemnitees: (a) No Buyer Indemnified Party shall seekIndemnitee will assert any claims for indemnification under Section 12.2 in respect of a claim for a breach of a representation or warranty: (i) in respect of any individual Loss incurred or suffered by such Buyer Indemnitee that is not in excess of US$200,000 (a “Qualifying Loss”), or be entitled toand (ii) until such time as the aggregate of all Qualifying Losses that Buyer Indemnitees may have under Section 12.2 exceeds an amount equal to US$2,000,000 (the amount referred to in this clause (ii), indemnification from any the “Indemnity Threshold”), and then only for the aggregate amount of all Qualifying Losses in excess of the Indemnifying Parties Indemnity Threshold. The aggregate liability of Seller in respect of claims for indemnification pursuant to Section 11.2(a12.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or will not exceed an amount equal to Five Million Dollars ($5,000,000) US$15,000,000 (the “Cap”); provided. Notwithstanding anything to the contrary set forth herein, that, if the Indemnity Threshold and the Cap will not apply to the obligations of Seller to indemnify the Buyer Indemnitees in connection with an inaccuracy in or breach of the representation and warranties contained in Section 3.8. (b) No Seller Indemnitee will assert any claims for indemnification under Section 12.3 in respect of a claim for breach of a representation of warranty: (i) in respect of any individual Loss incurred or suffered by such Seller Indemnitee that is not a Qualifying Loss and (ii) until such time as the aggregate of all Qualifying Losses that Seller Indemnitees may have under Section 12.3 exceeds the Indemnity Threshold, and then only for the aggregate amount of all Qualifying Losses in excess of the Indemnity Threshold. The aggregate liability of Buyer in respect of claims for Damages equals or exceeds indemnification pursuant to Section 12.3(a) will not exceed the Threshold, then Buyer shall be entitled to recover for Damages subject Cap. Notwithstanding anything to the limitations in contrary set forth herein, the Indemnity Threshold and the Cap and the other provisions of this Section 11.6 only 12.4 will not apply to the extent such Damages exceed obligations of Buyer to indemnify the Threshold. In calculating Seller Indemnitees in connection with an inaccuracy in or breach of any Fundamental Representation. (c) For purposes of determining the amount of any Damages payable Losses subject to a Buyer Indemnified Party or a Sellers Indemnified Party hereunderindemnification under this Article XII, the amount of such Losses will be determined net of all related reserves accrued in respect of the Damages specific matter subject to indemnification on the Closing Statement. (d) With respect to each indemnification obligation in this Agreement: (i) all Losses shall be net of any Eligible Insurance Proceeds; (ii) in no event shall an Indemnifying Party have liability to the Indemnified Party for any punitive damages, except if and to the extent any such damages are recovered against an Indemnified Party pursuant to a Third Party Claim; and (iii) the parties shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price in accordance with Section 2.7. (e) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a “Notice of Insurance”). If the Indemnifying Party so requests within 180 days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable endeavors to collect the maximum amount of insurance proceeds thereunder, in which event all such proceeds actually received, net of costs reasonably incurred by the Indemnified Party in seeking such collection, shall be considered “Eligible Insurance Proceeds.” Any amount payable by an Indemnifying Party pursuant to this Article XII shall be paid promptly and payment shall not be duplicative delayed pending any determination of Eligible Insurance Proceeds. In any case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds and/or any other amount in respect of any other Damage Losses for which an indemnification claim Indemnifying Party has been made actually reimbursed it pursuant to this Article XII, such Indemnified Party shall promptly pay over to the Indemnifying Party such Eligible Insurance Proceeds and/or the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim, and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (f) Any Indemnified Party shall be computed net take all commercially reasonable steps to mitigate any Losses incurred by such party upon and after becoming aware of any amounts actually recovered event or condition that would reasonably be expected to give rise to any indemnification rights hereunder. (g) Notwithstanding anything to the contrary set forth herein, no indemnification claim may be asserted under this Agreement by such Indemnified Party under a Buyer Indemnitee or a Seller Indemnitee, as the case may be (other than a claim for payment pursuant to Section 2.6 hereof), from and after the date on which all or a portion of the equity interests of Seller, any insurance policy Buyer or any parent entity of Seller or any Buyer, is issued to or sold, assigned or otherwise transferred to any Person that is not controlled directly or indirectly by the Xxxx Group. (h) If on the Closing Date, Buyer knows of any information that would cause one or more of the representations and warranties made by Seller to be inaccurate as of the date made or as of the Closing Date, Buyer shall have no right or remedy after the Closing with respect to such Damages (net inaccuracy and shall be deemed to have waived its rights to indemnification in respect thereof. Without limiting the foregoing, Buyer shall be charged with knowledge of any costs information contained in any data room or diligence report made available by or on behalf of Seller to Buyer and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by all publicly disclosed information regarding the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds Business. (net of any costs and expenses incurred in obtaining such insurance proceedsi) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, no party to this Agreement (or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (iits Affiliates) the Partnership’s or Sellers’ fraud or willful misconductshall, or (ii) the Excluded Liabilities or Excluded Assetsin any event, the Cap and the Threshold shall not be applicable to, liable or otherwise limit a Buyer Indemnified Party’s recovery forresponsible to any other party to this Agreement, such claimin connection with the transactions contemplated by this Agreement, for an amount in excess of the Purchase Price.

Limitations on Indemnity. No (i) Except as provided in this Article VIII, the Members shall not be required to indemnify and hold harmless the Buyer Indemnified Party shall seek, with respect to a Claim arising out of or be entitled to, indemnification resulting from any of the Indemnifying Parties this Agreement pursuant to Section 11.2(a8.2(a) to unless and until the extent the cumulative aggregate claims for amount of all Damages of which are otherwise recoverable by the Buyer Indemnified Parties are less than Five under Section 8.2(a) exceeds Two Hundred Fifty Thousand Dollars ($500,000250,000.00) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, thathowever, if Damages relating to any Surviving Tax Claim or any matter described in clause (iv) in the aggregate first sentence of all claims Section 8.2(a) or in any one or more of subclauses (A), (B), (C), (D), (E) and (F) thereof (“Tax Damages”) shall not be subject to the Threshold as described in the first independent clause of this sentence but nonetheless shall count toward the Threshold for Damages equals purposes of the next sentence. If the Buyer brings an eligible Claim or exceeds eligible Claims for an amount in excess of the Threshold, then Buyer the Members shall be entitled obligated to recover indemnify the Buyer for the full amount of all Damages subject under Section 8.2(a) including the amount of the Threshold. (ii) Subject to the limitations set forth in this Section 11.6 only Article VIII or elsewhere in this Agreement upon the obligations of the parties with respect to Taxes, Tax Damages and Tax Contests, the extent such Damages exceed the Threshold. In calculating indemnified party will use commercially reasonable efforts to mitigate damages in respect of any Claim for which it is seeking indemnification under this Article VIII. (iii) With respect to the amount of any Damages payable subject to a indemnification under this Section 8.2 pursuant to any Claim therefor, such Damages shall be calculated net of any insurance proceeds or recoveries actually received as compensation or reimbursement for such Damages by the Member Indemnified Party, on one hand, or Buyer Indemnified Party Party, on the other hand, that incurred such Damages, as applicable, from any other third party; provided, however, that, notwithstanding the foregoing, nothing herein shall be deemed to require any indemnified party to use efforts to effect recovery of available insurance claims or recoveries from any third party after denial by the insurer or third party of a Sellers Indemnified Party hereunder, the amount of the submitted claim in connection with any claim for any Damages (i) so that, for example and not by way of limitation, an indemnified party shall not be duplicative of required to file or prosecute any claim in litigation or arbitration or other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any proceeding to effect recovery), or to purchase insurance policy with respect to such Damages (net matters subject to indemnification hereunder, and decisions regarding the purchase of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnershipbe at each party’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimsole discretion.

Limitations on Indemnity. No Buyer Indemnified Party (a) The parties acknowledge and agree that each Key Stockholder shall seekonly have liability hereunder for the Losses incurred by the Parent or the Acquisition Sub arising directly out of any breach of any representation, warranty, covenant or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”)other agreement made by such Key Stockholder hereunder; provided, thathowever, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages that (i) notwithstanding anything herein to the contrary, in no event shall not such Key Stockholder be duplicative liable for any such Loss unless and until the aggregate amount of any other Damage all Losses suffered by the Parent and the Acquisition Sub caused by such Key Stockholder?s breach exceeds the Threshold and then such Key Stockholder shall only be liable for which an indemnification claim has been made the excess thereof and (ii) in no event shall such Key Stockholder be computed net liable for any Losses suffered by the Parent and the Acquisition Sub in excess of any amounts actually recovered by such Indemnified Party under any insurance policy the Cap. As used in this Section 11.7(a), with respect to such Damages (net any Key Stockholder, the Threshold shall mean, ten percent of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s product of (A) the number of shares of Parent Common Stock received by such Key Stockholder in the Merger multiplied by (B) the closing price of a share of Parent Common Stock as reported on Nasdaq on the Closing Date or, if the Closing Date is not a trading day, the first date prior to the Closing Date on which there is a closing price of the Parent Common Stock reported on Nasdaq (the ?NASDAQ Closing Price?). As used in this Section 11.7(a), with respect to any Key Stockholder, the Cap shall mean, 60% of (i) the product of (A) the number of shares of Parent Common Stock received by such Key Stockholder in the Merger multiplied by (B) the NASDAQ Closing Price. (b) The parties acknowledge and agree that Parent and Acquisition Sub shall only have liability hereunder for the Losses incurred by the Company and Key Stockholders arising directly out of any breach of any representation, warranty, covenant or Sellers’ fraud other agreement made by Parent and Acquisition Sub hereunder; provided, however, that (i) notwithstanding anything herein to the contrary, in no event shall the Parent and Acquisition Sub be liable for any such Losses unless and until the aggregate amount of all Losses suffered by the Company or willful misconductthe aggregate amount of all Losses suffered by the applicable Key Stockholder, or as the case may be, caused by such Parent and/or Acquisition Sub?s breach exceed the Parent Threshold and then the Parent and Acquisition Sub shall only be liable for the excess thereof and (ii) in no event shall the Excluded Liabilities liability of the Parent and the Acquisition Sub to the applicable Key Stockholder or Excluded Assetsto the Company, as the case may be to provide indemnification for Losses under this Article XI exceed the Parent Cap (regardless of whether the applicable Key Stockholder or the Company, as the case may be suffers aggregate Losses in excess of the Parent Cap). As used in this Section 11.7(b), with respect to the Parent, Acquisition Sub and if the party suffering loss is a Key Stockholder, the Parent Threshold shall mean ten percent of (i) the product of (A) the number of shares of Parent Common Stock received by such Key Stockholder in the Merger multiplied by (B) the NASDAQ Closing Price. As used in this Section 11.7(b), with respect to any Key Stockholder, the Parent Cap shall mean, 60% of (i) the product of (A) the number of shares of Parent Common Stock received by such Key Stockholder in the Merger multiplied by (B) the NASDAQ Closing Price. As used in this Section 11.7(b), with respect to the Parent and the Acquisition Sub, and if the party suffering loss is the Company, the Parent Threshold shall not be applicable tomean $50,000,00. As used in this Section 11.7(b), or otherwise limit a Buyer Indemnified Party’s recovery forwith respect to the Company, such claimthe Parent Cap shall mean $270,000.00.

Limitations on Indemnity. Notwithstanding any other provision in this Agreement to the contrary, the parties expressly intend and agree as follows: (a) No Buyer Indemnified Party shall seek, or be entitled to, party seeking indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) this Article VIII (the “ThresholdIndemnitee”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject indemnification pursuant to this Article VIII unless the Indemnitee shall have provided notice to the limitations other party (the “Indemnitor”), which shall comply with the requirements of Section 8.3 in this the case of a Third Party Proceeding. In the case of a claim by any Newco Indemnitee, such notice shall be given to the Stockholder Representative and the Newco Indemnitee’s sole recourse shall be against the Indemnity Escrow Account. No Indemnitee shall be entitled to indemnification for any Damages pursuant to Section 11.6 8.2(a)(i) or Section 8.2(b)(i), as the case may be, in respect of any breach of any representation or warranty, unless (A) all Damages in respect of such breach (and any related breaches) exceed $50,000 (the “Mini Threshold”) (it being agreed that any breach (and series of related breaches) that do not involve Damages exceeding $50,000 shall be disregarded for all purposes hereof) and (B) unless and until all such Damages pursuant to Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, exceed $3,000,000 in the aggregate (the “Threshold Amount”), at which time such Indemnitee shall be entitled to indemnification for the amount of such Damages (x) only to the extent such Damages exceed the Threshold. In calculating Threshold Amount and, (y) for the avoidance of doubt, up to the available Indemnity Escrow Amount; provided, however, that limitations set forth in this sentence shall not apply to any claims alleging a breach of representations and warranties made in Section 3.3 or Section 3.9(i). (b) The amount of any Damages payable subject to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) hereunder shall be computed calculated net of any amounts insurance proceeds that may be actually recovered received from third party insurance carriers by such Indemnified Party under any insurance policy Indemnitee with respect to such Damages (net of it being understood and agreed that Indemnitee shall pursue any costs and expenses incurred in obtaining such available insurance proceedscoverage to the extent it is commercially reasonable to do so). If an Indemnifying Party pays an Indemnified Party for To the extent any matter that is the subject of a claim by a Newco Indemnitee hereunder is also a matter for which the Surviving Corporation has rights of indemnification under the terms of the Champion Agreement, the Surviving Corporation agrees to use its commercially reasonable efforts to make a claim for indemnification under the Champion Agreement and subsequently insurance proceeds any amounts collected in respect of such claim matter pursuant to the Champion Agreement shall reduce the amount of Damages payable to a Newco Indemnitee hereunder. (c) As a condition to any indemnification obligation hereunder with respect to any Damages arising from a breach of the representations and warranties in Section 3.12 (Environmental Matters), the Newco Indemnitees agree to act, and to cause the Surviving Corporation to act, in a commercially reasonable manner (in the same manner as if no right to indemnification or reimbursement exists with respect to the matter) in deciding among various alternative courses of remedial action. In no event shall any Newco Indemnitee be entitled to indemnity for any remediation of Real Property that exceeds applicable clean-up levels established by or under Environmental Laws that are consistent with the use of the Real Property at the Closing Date unless cleanup to such levels is collected required by an applicable Governmental Entity and the Indemnified PartiesSurviving Corporation shall allow, then to the Indemnified Party promptly shall remit extent permitted by applicable Governmental Entities, engineering and institutional controls to be placed on the insurance proceeds Real Property (net of any costs and expenses incurred in obtaining such insurance proceedsincluding but not limited to deed or use restrictions) to Indemnifying Party. The Indemnified Parties shall achieve cost effective remedial action, unless such controls are reasonably expected to (1) materially and adversely interfere with the continued use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) Real Property in substantially the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) same manner as it is used at the Excluded Liabilities or Excluded Assets, time immediately preceding the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.clean-up; or

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a(i) to the extent the aggregate claims for Damages None of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer Indemnitees shall be entitled to recover for Damages subject assert any right to indemnification under Section 12.1(a)(i) or (ii), until the limitations in this Section 11.6 aggregate amount of all the Losses actually suffered by the Buyer Indemnitees as a result of breaches of representations and warranties by the Seller exceeds the Deductible Amount, and then only to the extent such Damages Losses exceed, in the aggregate, the Deductible Amount. In no event shall Seller ever be required to indemnify the Buyer Indemnitees for Losses under Section 12.1(a)(i) and (ii), in any amount exceeding, in the aggregate, the Ceiling Amount. (ii) None of the Seller Indemnitees shall be entitled to assert any right to indemnification under Section 12.1(c)(i), until the aggregate amount of all the Losses actually suffered by the Seller Indemnitees as a result of breaches of representations and warranties by the Buyer exceeds the Deductible Amount, and then only to the extent such Losses exceed the ThresholdDeductible Amount. In calculating no event shall Buyer ever be required to indemnify the Seller Indemnitees for Losses under Section 12.1(c)(i) in any amount exceeding, in the aggregate, the Ceiling Amount. (iii) The amount of any Damages payable Loss shall be reduced (A) to the extent any Person entitled to receive indemnification under this Agreement receives any insurance proceeds with respect to a Buyer Indemnified Party or a Sellers Indemnified Party hereunderLoss, adjusted for any premium increases, (B) to take into account any net tax benefit arising from the amount recognition of the Damages Loss, and (iC) to take into account any payment or payments actually received by a Person entitled to receive indemnification under this Article 12 with respect to a Loss. Neither Buyer nor its Affiliates (including the Acquired Companies) shall be required to pursue collection under any insurance policies. There shall be no multiple recovery under these indemnification provisions. (iv) This Section 12.1(d) shall not be duplicative of applicable to or limit any other Damage for which an indemnification claim has been made and (ii) provisions contained in the Sublease Agreement or Right to Use Agreement, provided that there shall be computed net no double recovery of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification indemnifiable under this Article XI. Notwithstanding anything 12 and such other indemnification provisions. (v) The Deductible Amount will be incurred by Buyer prior to the contrary herein, if the any claim being made by Buyer Indemnified Parties are seeking, against Seller for any breach of a representation or are entitled warranty pursuant to seek, indemnification from any of the Indemnifying Parties for Damages due to (iSection 12.1(a)(i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) ). Until such time as Buyer Indemnitees have incurred Losses equal to the Excluded Liabilities or Excluded Assetsfull Deductible Amount, the Cap Knowledge, materiality and Material Adverse Effect qualifiers contained in the representations and warranties of Seller shall be disregarded and such representations and warranties shall be construed as though the Knowledge, materiality and Material Adverse Effect qualifiers were not contained therein. After Losses equal to the Deductible Amount have been incurred by Buyer Indemnitees, the Knowledge, materiality and Material Adverse Effect qualifiers contained in the representations and warranties of Seller shall be recognized by the Parties (for all purposes) and the Threshold Seller shall not have any liability under a representation or warranty if no violation or breach has occurred when such representation or warranty is read to include such Knowledge, materiality and Material Adverse Effect qualifiers. (vi) No claim for indemnification shall be made by any Party against the other Party for purposes of reaching the Deductible Amount or otherwise under this Article 12 unless such individual claim involves Losses of $50,000 or more by the Indemnitees (“Material Losses”). Losses which are not Material Losses shall not be applicable tocredited against the Deductible Amount and will be incurred by the Indemnitees. The $50,000 threshold for establishing a “Material Loss”, after the Deductible Amount is reached, shall not be interpreted as establishing a standard for materiality in a particular representation or otherwise limit warranty but rather shall establish a Buyer Indemnified Party’s recovery for, such claimminimum amount for claims to qualify for indemnification.

Limitations on Indemnity. No Buyer Indemnified Party (a) In no event shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconductaggregate indemnification actually paid by Schlumberger US pursuant to Section 6.1, taken together with all other indemnification actually paid by Schlumberger US pursuant to Section 6.1, or (ii) the Excluded aggregate indemnification actually paid by the Liberty Parent pursuant to Section 6.2, taken together with all other indemnification actually paid by Liberty Parent pursuant to Section 6.2, in the case of each of (i) and (ii), in respect of breaches of any representations or warranties, exceed $451,680,000. (b) If the Closing occurs, Schlumberger US and Schlumberger Canada shall have no liability under Section 6.1 (other than for any Schlumberger Taxes arising from or relating to the disclosure made in Section 3.1(i)(ii)(1) of the Schlumberger Disclosure Letter) to indemnify the Liberty Parent Indemnified Persons: (i) unless and until, with respect to any individual Liberty Indemnified Claim (or series of related Liberty Indemnified Claims) brought pursuant to Section 6.1 relating to, arising out of or resulting from any of the Retained Liabilities, the aggregate amount of otherwise indemnifiable Losses thereunder exceeds $500,000 (the “De Minimis Amount”) (and any Liberty Indemnified Claims (or series of related Liberty Indemnified Claims) for which the aggregate amount of otherwise indemnifiable Losses thereunder does not exceed the De Minimis Amount, the Losses with respect to such Liberty Indemnified Claim(s) shall not be applied towards the Deductible); and (ii) unless and until the aggregate amount of otherwise indemnifiable Losses pursuant to all Liberty Indemnified Claims brought pursuant to Section 6.1 relating to, arising out of or resulting from any of the Retained Liabilities exceeds a deductible (not a threshold) of $5,000,000 (the “Deductible”), and then Schlumberger US and Schlumberger Canada shall only be jointly and severally liable for the amount by which the total of such Losses exceeds such Deductible. (c) For purposes of determining the failure of any representations or Excluded warranties to be true and correct, the breach of any covenants or agreements, and calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (d) Payments by Schlumberger US or Liberty Parent pursuant to Section 6.1 or Section 6.2 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Schlumberger Indemnified Persons or the Liberty Parent Indemnified Persons, as applicable, in respect of any such claim. (e) The Liberty Parties, as applicable, shall take, and cause their respective Subsidiaries to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including using commercially reasonable efforts to incur costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss; provided, that nothing herein shall require any Schlumberger Indemnified Person or Liberty Parent Indemnified Person to file any claim under any insurance policy or initiate any Action or Legal Proceeding and any reasonable cost incurred by a Liberty Party or its Subsidiaries to mitigate any such Loss will be deemed a Loss. Liberty Parent and, US Buyer and Canadian Buyer each acknowledges that it has had the opportunity to conduct due diligence and investigation with respect to Schlumberger US, Schlumberger Canada, the Transferred Assets, the Cap Business and the Threshold Target Companies, however, no information or knowledge of any Party, nor the results of any due diligence or investigation by any Party, shall not be applicable toaffect, waive, modify, limit, or otherwise limit diminish a Buyer Indemnified Party’s recovery forbreach of representation, such claimwarranty or covenant under this Agreement.

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from (a) Notwithstanding any other provision of the Indemnifying Parties pursuant to Section 11.2(a) this Agreement to the extent contrary, (i) the Stockholder shall not be liable to the Buyer with respect to Buyer Losses unless and until the aggregate claims for Damages amount of all Buyer Losses shall exceed the Buyer Indemnified Parties are less than Five Hundred sum of Fifty Thousand Dollars ($500,00050,000) (the “Threshold”"Stockholder Basket"), and (ii) the Stockholder shall thereafter be liable for all Buyer Losses in excess of the Stockholder Basket, provided that the Stockholder's maximum aggregate liability in respect of all Buyer Losses shall not, in the absence of proven fraud by the Stockholder in respect of any particular Buyer Losses, in any event exceed the limitations set forth in Section 8.2(c) below; provided, however, that the Stockholder Basket and such limitation on liability shall not be available with respect to, and there shall not be counted against the Stockholder Basket or such limitation of liability, any Buyer Losses arising by reason of any proven fraud by the Stockholder. (b) Notwithstanding any other provision of this Agreement to the contrary, (i) the Buyer shall not be liable to the Stockholder with respect to Stockholder Losses unless and until the aggregate amount of all Stockholder Losses shall exceed an amount equal to Five Million the sum of Fifty Thousand Dollars ($5,000,00050,000) (the “Cap”"Buyer Basket"), and (ii) the Buyer shall thereafter be liable for all Stockholder Losses in excess of the Buyer Basket; provided, thathowever that the Buyer Basket shall not be available with respect to, if and there shall not be counted against the Buyer Basket any Stockholder Losses arising by reason of any Stockholder Losses involving proven fraud by the Buyer, its principal shareholders, officers, employees or directors. (c) Except with respect to any Buyer Losses involving proven fraud by the Stockholder, the Stockholder shall not be required to pay indemnification hereunder in an aggregate amount in excess of the Stock Valuation received by the Stockholder under the terms of this Agreement. The Stockholder shall have the option of satisfying all claims or any portion of any claim in respect of Buyer Losses by tendering to the Buyer for Damages equals cancellation a number of Shares having an aggregate value (determined as provided below, subject to appropriate arithmetic adjustment to account for any stock split, stock dividend, combination of shares or exceeds other such event which may occur at any time or from time to time subsequent to the Threshold, then date hereof in respect of the outstanding Common Stock) equal to the amount of the subject claim which is to be satisfied in such manner. (d) The Buyer shall be entitled to recover indemnification by the Stockholder for Damages subject to the limitations in this Section 11.6 Buyer Losses only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claims for which notice of claim is collected shall have been given to the Stockholder on or before March 31, 1998. The Stockholder shall be entitled to indemnification by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds Buyer for Stockholder Losses only in respect of any claim claims for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything notice of claim shall have been given to the contrary hereinBuyer on or before March 31, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any 1998. (e) For purposes of the Indemnifying Parties for Damages due to (iSection 8.2(b) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assetsabove, the Cap and the Threshold Shares shall not be applicable to, or otherwise limit deemed to have a Buyer Indemnified Party’s recovery for, such claimvalue of $17.50 per Share.

Limitations on Indemnity. No Xxxxx and Xxxxxx agree, for themselves and on behalf of Buyer Indemnified Party shall seekIndemnitees and Seller Indemnitees: (a) Notwithstanding anything in this Agreement to the contrary, or be entitled to, indemnification from any the liability of the Indemnifying Parties pursuant Party to Section 11.2(a) indemnify the Indemnified Party against any Losses shall be limited to claims with respect to which the Indemnified Party has given to the extent Indemnifying Party written notice thereof at or prior to the applicable survival date, if any, in accordance with Section 9.1. (b) Seller shall not be liable to Buyer Indemnitees for any Losses with respect to the matters contained in Section 9.2(a) until such time as the aggregate claims for Damages of all Losses with respect to the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (matters contained in Section 9.2 exceeds $500,000) 50,000 (the “Indemnity Threshold”), in which event Seller shall be liable for all Losses in excess of the Indemnity Threshold up to the Indemnity Value. Seller shall not be liable to Buyer Indemnitees for any Losses with respect to the matters contained in Section 9.2(b), Section 9.2(c) or exceed an amount equal Section 9.2(d) until such time as the aggregate of all Losses with respect to Five Million Dollars (the matters contained in Section 9.2 exceeds the Indemnity Threshold, in which event Seller shall be liable for all Losses in excess of the Indemnity Threshold up to $5,000,000) 1,300,000 (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary hereinin this Agreement, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconductaggregate liability of the Seller Indemnifying Parties for all Indemnification Claims under Section 9.2(a) shall not exceed the Indemnity Value, or (ii) the Excluded Liabilities or Excluded Assets, aggregate liability of the Seller Indemnifying Parties for all Indemnification Claims under Section 9.2 shall not exceed the Cap and (iii) the Threshold sole recourse of the Buyer Indemnitees against the Seller Indemnifying Parties with respect to Indemnification Claims shall be limited to recovering the Indemnity Shares in accordance with Section 9.4(d). (c) Buyer shall not be liable to Seller Indemnitees for any Losses with respect to the matters contained in Section 9.3 until such time as the aggregate of all Losses with respect to matters contained in Section 9.3 exceeds the Indemnity Threshold. Subject to Section 9.7, the aggregate monetary liability of Buyer in respect of all claims for indemnification pursuant to Section 9.3 shall be equal to the Cap. (d) With respect to each indemnification obligation in this Agreement, (i) in no event shall an Indemnifying Party have liability to the Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except if and to the extent any such damages are recovered against an Indemnified Party pursuant to a Third Party Claim by a Governmental Authority of competent jurisdiction, and (ii) the parties shall treat any indemnification payment made under this Agreement as an adjustment to the purchase price for Tax reporting and all other applicable purposes to the extent permitted by applicable law. All claims for indemnification by a Buyer Indemnitee for Losses pursuant to this Agreement shall be satisfied solely from the Indemnity Shares. For purposes of determining the number of Indemnity Shares to be used to satisfy a claim for indemnification under this Article 9, the value of one Indemnity Share shall be the greater of (i) the 20-Day Average Price and (ii) the arithmetic average of the closing price of the Parent Stock on each trading day during the twenty consecutive trading days ending the date the claim is resolved. (e) For purposes of this Article 9, any Material Adverse Effect, materiality and similar qualifiers contained in or otherwise applicable to any representations and warranties set forth this Agreement (other than those representations and warranties set forth in Section 2.6(a) and Section 2.6(b) and any representations and warranties requiring a list of items to be disclosed based on materiality qualifications) shall be ignored for the purpose of calculating the amount of applicable Losses resulting from such inaccuracy or breach (it being agreed and understood however that such qualifications will continue to apply, as applicable, to the determination of whether a breach or inaccuracy of representation or warranty has occurred). (f) The parties hereto shall take and cause their respective Affiliates to take all commercially reasonable steps to mitigate any Losses upon becoming aware of any event or circumstance which would reasonably be expected to, or otherwise limit a Buyer Indemnified Party’s recovery fordoes, such claimgive rise thereto.

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, The aggregate liability of each Seller for claims of indemnification from and against Damages pursuant to (i) Section 9.1(a)(i) will not exceed for each Seller on a pro rata basis (based upon such Seller’s applicable Indemnification Pro Rata Percentage): (A) with respect to Damages arising from or relating to any inaccuracy in or breach of representations and warranties other than the Intellectual Property Reps and the Fundamental Reps, the Holdback; (B) with respect to Damages arising from or relating to any inaccuracy in or breach of the Indemnifying Parties pursuant Intellectual Property Reps, the Holdback plus setoff against 10% of each Earn-Out Payment that becomes due and payable and (C) with respect to Section 11.2(a) Damages arising from or relating to the extent the aggregate claims for Damages any inaccuracy in or breach of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (Fundamental Reps, the “Threshold”) Purchase Price actually received by or exceed an amount equal payable to Five Million Dollars ($5,000,000) (the “Cap”)such Seller; provided, that, if in the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount case of any Damages payable claim pursuant to a Buyer Indemnified Party Section 9.1(a)(i) that relates to an inaccuracy in or a Sellers Indemnified Party hereunder, the amount breach of the Damages (i) shall not be duplicative representations and warranties of any other Damage Seller pursuant to Section 2.1, only the Seller who committed such breach shall have liability for which an indemnification such claim has been made in excess of the Holdback; and (ii) shall be computed net of any amounts Section 9.1(a)(ii) – Section 9.1(a)(viii) and Section 9.1(b) will not exceed for each Seller on a pro rata basis (based upon such Seller’s applicable Indemnification Pro Rata Percentage) the Purchase Price actually recovered received by such Indemnified Party under any insurance policy with respect or payable to such Seller; provided, however, if and to the extent permitted by applicable law including, but not limited to RCW 28B.20.250, that the preceding limitations shall not apply to or otherwise limit any claims for indemnification from and against Damages (net for claims based on intentional or knowing misrepresentation or fraud against any Seller who participated in such intentional or knowing misrepresentation or fraud or of any costs and expenses incurred which such Seller had actual knowledge. For the avoidance of doubt, in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect case of any claim pursuant to Section 9.1(b), only the Seller who committed such breach shall have liability for which such claim (and, in the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to case of any recovery from the contrary hereinHoldback or setoff against an Earn-Out Payment, if only such Seller’s interest in the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap Holdback and the Threshold shall not Earn-Out Payment will be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimaffected).

Limitations on Indemnity. No Buyer Indemnified Party (i) The Company shall seek, or be entitled to, have no liability to Purchaser for amounts payable pursuant to its indemnification from obligations in this Section 8.2 until the total of all such Damages incurred by any member of the Indemnifying Parties pursuant to Section 11.2(a) to Purchaser Group, individually or in the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred aggregate, exceed Fifty Thousand Dollars ($500,00050,000) (the “ThresholdThreshold Amount”) ), and then indemnification by the indemnifying party shall apply to all such Damages exceeding the Threshold Amount. Purchaser shall have no liability to the Company for amounts payable pursuant to its indemnification obligations in this Section 8.2 until the total of all such Damages incurred by any member of the Company Group, individually or in the aggregate, exceed an amount equal to Five Million Fifty Thousand Dollars ($5,000,00050,000) (the “CapThreshold Amount”); provided, that, if and then indemnification by the aggregate of indemnifying party shall apply to all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed exceeding the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and Threshold Amount. (ii) The Indemnity Shares shall be computed net of the sole and exclusive means for Purchaser to collect any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek it is entitled to indemnification under this Article XIVIII. Notwithstanding anything The maximum aggregate amount of indemnification for any Damages for which the Company is required to indemnify the members of the Purchaser Group under this Agreement shall be limited to the contrary hereinaggregate value of the Indemnity Shares. The maximum aggregate amount of indemnification for any Damages for which Purchaser is required to indemnify the members of the Company Group under this Agreement shall be limited to the aggregate value of the Indemnity Shares. Purchaser shall have the right to satisfy any indemnification claims made by the Company through the issuance to the Company of shares of Purchaser’s common stock. (iii) The limitations on the Company’s and Purchaser’s indemnification obligations in 8.2(e)(i) and 8.2(e)(ii) above shall not apply to any Damages arising out of or in connection with any fraud or intentional breach by Purchaser or the Company of any representation, warranty, covenant or agreement or obligation of such party. (iv) For all purposes of this Article VIII, the value of Indemnity Shares shall be determined at the time a claim for indemnity is made and shall be the “Fair Market Value” of the Indemnity Shares at that time. For purposes hereof, “Fair Market Value” shall mean the average of the closing price of the common stock of Purchaser as quoted or traded on its primary inter-dealer quotation system or any securities exchange, over the ten (10) trading day period ending three (3) trading days prior to the date on which the subject claim for indemnification is made hereunder. However, if at any time the Buyer Indemnified Parties are seekingcommon stock of Purchaser is not listed on any securities exchange or quoted on an inter-dealer quotation system, or are entitled to seek, indemnification from any “Fair Market Value” shall mean the fair value of the Indemnifying Parties for Damages due class or series of capital stock of Purchaser constituting Indemnity Shares as determined in good faith and in the sole discretion of a reputable appraiser chosen by the Company’s Board of Directors and Purchaser’s Board of Directors, together. If these respective Boards of Directors cannot agree on an appraiser within thirty (30) days from the making of the claim, each Board of Directors shall choose a reputable appraiser within ten (10) days thereafter and such appraiser shall have ten (10) additional days to (i) choose the Partnership’s or Sellers’ fraud or willful misconductfinal appraiser, or (ii) whose appraisal shall be binding on the Excluded Liabilities or Excluded Assets, parties. The cost of such process shall be borne equally by the Cap Company and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimPurchaser.

Limitations on Indemnity. No Buyer Indemnified Party shall seek(a) Deductible on Seller’s and Purchaser’s Obligations. Subject to the terms and conditions of this ARTICLE VII, Seller will not have any obligation for any Indemnity Loss under Section 7.01(a) other than with respect to any breach of a Special Representation, arising under ARTICLE VIII, or be entitled toarising from fraud, indemnification from willful misconduct, or intentional misrepresentation by or on the part of Seller, and Purchaser will not have any of the Indemnifying Parties pursuant to obligation for any Indemnity Loss under Section 11.2(a) to the extent 7.02, unless and until the aggregate claims amount of all Indemnity Losses for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (which such Indemnifying Party is obligated hereunder exceeds $500,000) 100,000 (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “CapIndemnification Basket”); provided. After the Indemnification Basket is exceeded, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer Indemnified Parties shall thereafter be entitled to recover for Damages be paid the amount of all Indemnity Losses, subject to the limitations in this Section 11.6 only on recovery and recourse set forth herein. (b) Cap on Seller’s and Purchaser’s Obligations. Subject to the extent such Damages terms and conditions of this ARTICLE VII, Seller’s obligations for an Indemnity Loss, in the aggregate, will not exceed the ThresholdEscrow Amount. In calculating Subject to the amount terms and conditions of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunderthis ARTICLE VII, Purchaser’s obligations for an Indemnity Loss, in the amount of aggregate, will not exceed the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy Escrow Amount, except with respect to such Damages Purchaser’s obligations relating to the Additional Payments as provided in this Agreement. (net of any costs c) Sole and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying PartyExclusive Remedies. The Indemnified Parties right to indemnification under this ARTICLE VII, subject to all of the terms, conditions and limitations hereof, shall use commercially reasonable efforts constitute the sole and exclusive right and remedy available to obtain from any applicable insurance company party hereto for any insurance proceeds actual or threatened breach of this Agreement, and none of the parties hereto shall initiate or maintain any legal action at law or in respect equity against any other party hereto which is directly or indirectly related to any breach or threatened breach of this Agreement, except that any party may pursue legal or equitable relief against any other party for any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimintentional misrepresentation.

Limitations on Indemnity. No Buyer (a) Notwithstanding anything expressed or implied in this ARTICLE VIII to the contrary, no Indemnified Party shall seekbe entitled to make a claim for indemnification pursuant to this ARTICLE VIII unless and until the aggregate of all Indemnifiable Losses suffered by such Indemnified Party hereunder exceeds $500,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be entitled to, indemnification from any liable for Indemnifiable Losses in excess of the Deductible. Notwithstanding the foregoing, no Deductible shall apply to an Indemnified Party’s claim for (i) a breach of any Company Fundamental Representations, Seller Fundamental Representations or Purchaser Fundamental Representations, (ii) indemnification hereunder to the extent a breach results from fraud, intentional misrepresentation or active concealment, (iii) indemnification under Section 8.2(a)(i) for a Purchaser’s claim for indemnification arising from a breach of Section 3.8 (Tax Matters), Section 3.12 (Environmental Matters) and/or Section 3.13 (Real Property), (iv) indemnification under Section 8.2(a)(iii) through Section 8.2(a)(viii) or (v) indemnification under Section 8.3(ii) through (v). (b) The aggregate amount of all Indemnifiable Losses for which an Indemnifying Parties Party shall be liable pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (8.2 or Section 8.3 shall not exceed $500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) 7,500,000 (the “Cap”); provided. Notwithstanding the foregoing, thatno Deductible shall apply to an Indemnified Party’s claim for (i) a breach of any Company Fundamental Representations, if the aggregate of all claims for Damages equals Seller Fundamental Representations or exceeds the ThresholdPurchaser Fundamental Representations, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only (ii) indemnification hereunder to the extent such Damages exceed the Threshold. In calculating a breach results from fraud, intentional misrepresentation or active concealment, (iii) indemnification under Section 8.2(a)(i) solely for a Purchaser’s claim for indemnification arising from a breach of Section 3.8 (Tax Matters), Section 3.12 (Environmental Matters) and/or Section 3.13 (Real Property), (iv) indemnification under Section 8.2(a)(iii) through (viii) or (v) indemnification under Section 8.3(ii) through (v). (c) Payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3 in respect of any Indemnifiable Losses shall be limited to the amount of any Damages payable to a Buyer Indemnified Party liability or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under damage that remains after deducting therefrom any insurance policy with respect to such Damages (net of proceeds and any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected indemnity, contribution or other similar payment received by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim such claim. In no event shall any Indemnifying Party be liable to any Indemnified Party for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the contrary herein, if the Buyer Indemnified Parties are seekingbreach or alleged breach of this Agreement, or are entitled to seek, indemnification from diminution of value or any damages based on any type of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimmultiple.

Limitations on Indemnity. No (a) Seller shall not be liable to the Buyer Indemnified Party shall seek, or be entitled to, Persons for indemnification from any under Section 11.2(a) (other than in respect of Fundamental Representations) until the aggregate amount of all Indemnified Losses in respect of indemnification under Section 11.2(a) exceeds 0.6% of the Indemnifying Parties Purchase Price, in which event the Seller shall be required to pay all such Indemnified Losses from the first dollar. (b) Except as provided in Section 11.6(c), the aggregate amount of Indemnified Losses that may be recovered by the Buyer Indemnified Persons under Section 11.2(a) shall not exceed 15% of the Purchase Price, provided that such limitation shall not apply to any Indemnified Losses arising out of or resulting from breaches of the Fundamental Representations, for which the aggregate amount of all Indemnified Losses for which Seller shall be liable to Buyer Indemnified Persons shall not exceed the Purchase Price received hereunder. (c) Subject to Section 11.6(b), the aggregate amount of all Indemnified Losses for which Seller shall be liable to Buyer Indemnified Persons pursuant to Section 11.2(a) (with respect to Fundamental Representations) and 11.2(b), and the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims Indemnified Losses for Damages equals or exceeds which the Threshold, then Buyer shall be entitled to recover for Damages subject liable to the limitations in Seller Indemnified Persons pursuant to Section 11.3(a) and 11.3(b), shall not exceed the amount of the Purchase Price received hereunder. (d) Notwithstanding any other provision herein to the contrary, no Indemnified Losses may be claimed under this Section 11.6 only Article XI by Buyer to the extent such Damages exceed Indemnified Losses are reflected or included as part of the Threshold. In calculating the calculation of Closing Net Working Capital, Closing Indebtedness or Purchase Price. (e) The amount of any Damages Indemnified Losses payable to a Buyer Indemnified under this Article XI by the Indemnifying Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered received by the Indemnified Party under applicable insurance policies, net of any expenses reasonably incurred in connection with the collection thereof, including deductibles and self-insured retentions. If the Indemnified Party receives any amounts under applicable insurance policies subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made up to the amount received by the Indemnified Party, net of any expenses reasonably incurred by such Indemnified Party under any insurance policy with respect to in collecting such Damages amount (net of any costs including deductibles and expenses incurred in obtaining such insurance proceedsself-insured retentions). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties Party shall use commercially reasonable efforts to obtain from collect any applicable amounts available under such insurance company any insurance proceeds in respect of coverage; provided, however, that (i) doing so is commercially reasonable and (ii) such obligation shall not be a condition to, or a limitation on, indemnification rights hereunder prior to making any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.

Limitations on Indemnity. No Buyer (a) Notwithstanding anything contained herein to the contrary, UCFC and BWC shall have no obligation to indemnify the Parent Indemnified Party Persons in respect of Indemnified Losses until all Indemnified Losses exceed $75,000 (after application of any reserves previously established and included in the Reference Balance Sheet, all in accordance with GAAP) in the aggregate and then only for those Indemnified Losses in excess of $75,000 (except for Indemnified Losses resulting from or arising under Section 3.17 (Company Capitalization) and Section 4.1 (Ownership), as to which the foregoing $75,000 limitation shall seeknot apply). Additionally, notwithstanding anything contained herein to the contrary, in no event shall UCFC and BWC be liable to or be entitled to, indemnification from required to indemnify any of the Indemnifying Parent Indemnified Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages any Indemnifiable Loss or Losses of any of the Buyer Parent Indemnified Parties are less than Five Hundred Thousand Dollars under Sections 9.2 hereof that arise after the eighteen ($500,00018) (month anniversary of the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (Closing Date at which time the “Cap”)obligations contained in such sections shall terminate; provided, thathowever, if that any such expiration shall have no effect on any notice of any specific claim made by any Parent Indemnified Persons occurring prior to any such expiration set forth in such notice of claim. (b) In no event shall the aggregate Sellers have any obligation to indemnify the Parent Indemnified Persons in respect of all Indemnified Losses (over and above the $75,000 limitation in Section 9.6(a)) in excess of $1,500,000 (except for Indemnified Losses resulting from or arising under Section 3.17 (Company Capitalization) and Section 4.1 (Ownership), as to which the foregoing $1,500,000 limitation shall not apply). (c) Notwithstanding anything herein to the contrary, no party (whether Parent or UCFC) nor any of such party’s indemnified Persons (whether Parent Indemnified Persons or Seller Indemnified Persons) will have any right to claims for Damages equals indemnification of Indemnified Losses related to matters as to which such party (whether Parent or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject UCFC) or any of its representatives or agents had actual knowledge at or prior to the limitations in this Section 11.6 only to Closing; provided that knowledge that the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party officers, employees or a Sellers Indemnified Party hereunder, the amount agents of the Damages (i) Company possessed prior to Closing shall not be duplicative imputed to the Parent simply by reason of the purchase and sale transaction contemplated hereby. Except for the representations and warranties contained in this Agreement, as the same may be qualified by the applicable disclosure letters, of the Company, UCFC and BWC and Parent, and any amendments or supplements thereto, no party makes any other express or implied representation or warranty to the others, and the parties acknowledge that, in entering into this Agreement, they have not relied on any representations or warranties of any party other Damage for which an indemnification claim has been made than the representations and (ii) shall warranties set forth in this Agreement, as the same may be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected qualified by the Indemnified Partiesapplicable disclosure letters, then the Indemnified Party promptly shall remit the insurance proceeds (net of and any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, amendments or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimsupplements thereto.

Limitations on Indemnity. No Buyer (a) Notwithstanding any other provisions of this Agreement, in no event shall: (i) (x) a Purchaser Indemnified Party shall seekor a Stockholder Indemnified Party (each, or an "INDEMNIFIED PARTY") be entitled toto make any claim for indemnification under SECTION 10.2, 10.3 or 10.4 hereof with respect to the inaccuracy, misrepresentation or breach of any representation or warranty contained in this Agreement, an RPM Stockholder Agreement or the Indemnification Agreement after the date on which such representation or warranty ceases to survive pursuant to SECTION 10.1 hereof and (y) a Purchaser Indemnified Party be entitled to make any claim for indemnification from under SECTION 10.4 hereof after the date on which the representations and warranties contained in SECTION 4.18 cease to survive under SECTION 10.1; (ii) any Purchaser Indemnified Party be entitled to indemnification under SECTION 10.2 or 10.4 hereof until the Liabilities and Losses suffered by all the Purchaser Indemnified Parties and for which indemnification is available thereunder exceed $1,000,000 in the aggregate, whereupon the Purchaser Indemnified Parties shall be entitled to claim indemnification only for Liabilities or Losses in excess of such $1,000,000 threshold for which indemnification is available thereunder, PROVIDED, HOWEVER, that any Liabilities and Losses suffered by a Purchaser Indemnified Party by reason of the breach or inaccuracy of the representation of Target set forth in Section 4.16 hereof shall not by subject to the $1,000,000 threshold contained in this SECTION 10.5(a)(ii), and, PROVIDED, FURTHER, that the $1,000,000 threshold contained in this SECTION 10.5(a)(ii) shall be increased by the amount of any refund or credit of Taxes of Target or any of its Subsidiaries in respect of any Tax period ending on or before the Indemnifying Closing Date which Purchaser or any of its Subsidiaries becomes entitled to receive prior to the expiration of the survival periods set forth in SECTION 10.1 hereof; (iii) any Stockholder Indemnified Party be entitled to indemnification under SECTION 10.3 hereof until the Liabilities and Losses suffered by all the Stockholder Indemnified Parties and for which indemnification is available thereunder exceed $1,000,000 in the aggregate, whereupon the Stockholder Indemnified Parties shall be entitled to claim indemnification only for Liabilities or Losses in excess of such $1,000,000 threshold for which indemnification is available thereunder; (iv) the total indemnification liability of all the Stockholders pursuant to Section 11.2(a) to this Agreement exceed, in the extent aggregate, the aggregate claims for Damages liquidation preference of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars shares of Purchaser Series A Preferred Stock deposited with the Escrow Agent pursuant to SECTION 3.3 hereof, provided, however, that the limitation contained in this SECTION 10.5(a)(iv) shall not be applicable with respect to any claim for fraud, willful misconduct or intentional misrepresentation or to any claim for a breach of the representation of Target set forth in SECTION 4.16 hereof; ($500,000v) (the “Threshold”) or exceed total indemnification liability of all the Option Holders pursuant to this Agreement exceed, in the aggregate, an amount equal to Five Million Dollars the sum of ($5,000,000A) 10% of the sum of (the “Cap”); provided, that, if x) the aggregate Closing Value of all claims the shares of Purchaser Common Stock for Damages equals or exceeds which the ThresholdPurchaser Options received by the Option Holders pursuant to SECTION 2.7(e) hereof are exercisable, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating plus (y) the amount of the A-42 benefits payable under the Deferred Compensation Plan (not including interest), plus (B) an amount equal to the product of (x) the aggregate Equity Percentage of the Option Holders and (y) $20,000,000, PROVIDED, HOWEVER, that the limitation contained in this SECTION 10.5(a)(v) shall not be applicable with respect to any Damages payable claim for fraud, willful misconduct or intentional misrepresentation or any breach of the representation of Target set forth in Section 4.16 hereof; and (vi) the total indemnification liability of Purchaser pursuant to this Agreement exceed, in the aggregate, an amount equal to the aggregate amount of the limitations contained in SECTION 10.5(a)(iv) and (v) hereof, provided, however, that the limitation contained in this SECTION 10.5(a)(vi) shall not be applicable with respect to any claim for fraud, willful misconduct or intentional misrepresentation. (b) If any event or circumstance shall exist which would otherwise entitle either a Buyer Purchaser Indemnified Party or a Sellers Stockholder Indemnified Party hereunder(each, an "INDEMNITEE") to indemnification under SECTION 10.2, 10.3 or 10.4 hereof, no Liability or Loss shall be deemed to have been incurred or sustained by the amount of Indemnitee to the Damages (i) shall not be duplicative extent of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually proceeds recovered or recoverable by such Indemnified Party under Indemnitee or any of its Affiliates from any third party (including, without limitation, any insurance policy company) with respect to such Damages (net of thereto. To the extent any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds Stockholder, Option Holder or Purchaser makes any indemnification payment hereunder in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim a Liability or Loss for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything Indemnitee has a right to recover against a third party (including, without limitation, any insurance company), the Stockholders, the Option Holders or Purchaser, as the case may be, shall be subrogated to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any right of the Indemnifying Parties for Damages due Indemnitee to seek and obtain recovery from such third party; PROVIDED, HOWEVER, that if such Stockholder, such Option Holder or Purchaser, as the case may be, shall be prohibited from such subrogation, the Indemnitee shall seek recovery from such third party on such Stockholder's, Option Holder's or Purchaser's behalf and pay such recovery to such Stockholder, such Option Holder or Purchaser, as the case may be. (ic) In the Partnership’s or Sellers’ absence of fraud or willful misconduct, after the Effective Time, the indemnification provisions in SECTIONS 10.2, 10.3 and 10.4 hereof shall be the exclusive remedy of Purchaser, the Stockholders and the Option Holders with respect to the matters to which such indemnification provisions are applicable in accordance with this Agreement, the RPM Stockholder Agreements, the Indemnification Agreement and the other agreements and documents executed pursuant hereto or in connection herewith. (d) The amount of any Liability or Loss for which indemnification is provided under this ARTICLE X shall be (i) increased to take account of any net Tax cost incurred by the Indemnitee arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Excluded Indemnitee arising from the incurrence or payment of any such Liability or Loss. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment under this ARTICLE X or the incurrence or payment of any indemnified Liability or Loss. Any indemnity payment under this ARTICLE X shall be treated as an adjustment to the Merger Consideration for Tax purposes unless a final determination, within the meaning of Section 1313(a) of the Code (which shall include the execution of a Form 870-AD or successor form), with respect to the Indemnitee causes any such payment not to be treated as an adjustment to the Merger Consideration for Tax purposes. (e) The indemnification obligation of each Stockholder with respect to any Liability or Loss under SECTION 10.2(a) or 10.4 hereof shall equal such Stockholder's pro rata share of such Liability or Loss, based on such Stockholder's Equity Percentage. Each Stockholder shall be solely liable for any indemnification obligation under SECTION 10.2(b) hereof with respect to any breach of such Stockholder's representations and warranties contained in his RPM Stockholder Agreement. For purposes of satisfying any indemnity claim out of the shares of Purchaser Series A Preferred Stock deposited with the Escrow Agent pursuant to SECTION 3.3 hereof, such shares shall be valued as provided in the Escrow Agreement. (f) The indemnification obligation of each Option Holder with respect to any Liability or Loss under SECTION 10.2(a) or 10.4 hereof shall equal such Option Holder's pro rata share of such Liability or Loss, based on such Option Holder's Equity Percentage. Each Option Holder shall be solely liable for any indemnification obligation under SECTION 10.2(c) hereof with respect to any breach of such Option Holder's representations and warranties contained in the Indemnification Agreement. (g) Except as provided in SECTION 10.5(h) hereof, the Stockholders' indemnification obligations in respect of Liabilities or Excluded AssetsLosses described in SECTIONS 10.2(a) and 10.4 hereof shall be satisfied solely out of the shares of Purchaser Series A Preferred Stock deposited with the Escrow Agent pursuant to SECTION 3.3 hereof, and each Stockholder's indemnification obligation in respect of Liabilities and Losses described in SECTION 10.2(b) hereof shall be satisfied solely out of the shares of Purchaser Series A Preferred Stock deposited with the Escrow Agent pursuant to SECTION 3.3 hereof and credited to such Stockholder's Stockholder Account (as defined in the Escrow Agreement). The Option Holders' indemnification obligations in respect of Liabilities and Losses described in SECTIONS 10.2(a) and 10.4 hereof shall be satisfied solely by reduction of the aggregate amount payable to the Option Holders pursuant to the Deferred Compensation Plan in the manner provided in the Indemnification Agreement, and each Option Holder's indemnification obligation in respect of Losses and Liabilities described in SECTION 10.2(c) hereof shall be satisfied solely out of the amount payable to such Option Holder pursuant to the Deferred Compensation Plan. (h) If, following the Termination Date (as defined in the Escrow Agreement), the Cap Escrow Agent shall distribute shares of Purchaser Series A Preferred Stock (the "DISTRIBUTED ESCROW SHARES") to the Persons entitled to receive such distributions in accordance with the terms of the Escrow Agreement (the "ESCROW DISTRIBUTEES"), then the Purchaser Indemnified Parties may thereafter assert claims against the Escrow Distributees for Losses and Liabilities (1) under SECTION 10.2(a)(i) hereof, based upon or resulting from any misrepresentation, breach or inaccuracy of any representation or warranty contained in SECTION 4.17 or 4.18 of this Agreement, or (2) under SECTION 10.4 hereof, in each case to the Threshold extent that such Purchaser Indemnified Parties would otherwise be entitled to assert such claims against the Stockholders under the provisions of SECTIONS 10.2(a) and 10.4 hereof, subject to the limitations set forth in this SECTION 10.5 ("POST-ESCROW TERMINATION CLAIMS"); PROVIDED that the recourse of such Purchaser Indemnified Parties in respect of Post-Escrow Termination Claims shall be limited solely to (A) recovery from the respective Escrow Distributees of the Distributed Escrow Shares received by them, but only to the extent that such Distributed Escrow Shares shall remain in the hands of the Escrow Distributees (or, in the case of the death or incapacity of any Escrow Distributee, in the hands of such Escrow Distributee's heirs, assigns or legal representatives), or (B) recovery from any Escrow Distributee (or, in the case of the death or incapacity or such Escrow Distributee, from such Escrow Distributee's heirs, assigns or legal representatives) who shall have sold or otherwise disposed of any Distributed Escrow Shares, of the cash or other proceeds of such sale or disposition. For the purposes of this subsection (h), (i) the value of any Distributed Escrow Shares shall be as provided in the Escrow Agreement; (ii) any securities distributable in exchange for any of the Distributed Escrow Shares by reason of stock splits or recapitalizations shall be treated as additional Distributed Escrow Shares subject to the provisions of this subsection (h); (iii) any securities, cash or other property distributable with respect to any Distributed Escrow Shares by reason of cash dividends, stock dividends, liquidations, mergers, consolidations, spin-offs, split-offs or similar transactions shall not be applicable to, treated as Distributed Escrow Shares subject to the provisions hereof or be otherwise limit a Buyer recoverable by any Purchaser Indemnified Party’s recovery for; and (iv) in the event that Purchaser repurchases any Distributed Escrow Shares for cash, such claimcash shall not be treated as proceeds of Distributed Escrow Shares subject to the provisions of this subsection (h). Except as expressly provided in this SECTION 10.5(h), the A-44 Purchaser Indemnified Parties shall have no right to recover any amounts in respect of Post-Escrow Termination Claims against the assets, income or property of the Escrow Distributees or any other Persons.

Limitations on Indemnity. No Buyer (a) The aggregate Liability of any Indemnifying Party for claims of indemnification from and against Damages shall not exceed on a pro rata basis (based on the total Closing Merger Consideration payable to the Indemnifying Parties, except as provided in Section 9.6(c)(iv) below) (i) with respect to Damages pursuant to Section 9.1(a) arising from or relating to any inaccuracy in or breach of representations and warranties other than the Intellectual Property Reps and the Fundamental Reps, [***] percent ([***]%) of the portion of the Merger Consideration actually paid or otherwise due and payable to such Indemnifying Party (without taking into account any prior Offset Amounts); (ii) with respect to Damages pursuant to Section 9.1(a) arising from or relating to any inaccuracy in or breach of the Intellectual Property Reps, [***] percent ([***]%) of the Merger Consideration actually paid or otherwise due and payable to such Indemnifying Party (without taking into account any prior Offset Amounts); provided that for purposes of calculating the aggregate amount of Damages arising from or relating to any inaccuracy in or breach of the Intellectual Property Reps, all Damages arising from or relating to any inaccuracy in or breach of all other representations and warranties shall be included; and (iii) with respect to Damages pursuant to Section 9.1(a) arising from or relating to any inaccuracy in or breach of the Fundamental Reps and for any other claims of indemnification made pursuant to this Article IX, the Merger Consideration actually paid or otherwise due and payable to such Indemnifying Party (without taking into account any prior Offset Amounts); provided, further, that the limitations in this clause (a) shall not apply to or otherwise limit any claims for indemnification from and against Damages for willful, intentional or knowing misrepresentation or fraud in which such Indemnifying Party participated or of which such Indemnifying Party had actual knowledge. (b) [***]. The amount of Damages recoverable by an Indemnified Party under this Article IX with respect to an indemnity claim shall be reduced by the amount of any insurance payment actually received by such Indemnified Party (or an Affiliate thereof) with respect to such indemnity claim, net of expenses (including any increases in applicable premiums, collection costs, expenses and reserves, deductibles, premium adjustments, retrospectively rated premiums and other Damages incurred in collecting such recovery) reasonably incurred in connection with the recovery of such amounts, in each case only to the extent that such amounts are recovered as a result of and specifically in reference to the facts and circumstances giving rise to such Damages (each source identified in clauses (i) and (ii), a “Collateral Source”). In the event that any Damages become payable to an Indemnified Party pursuant to this Article IX or otherwise, such Damages shall become immediately due and payable, regardless of whether amounts payable from a Collateral Source, if applicable, have been determined. Except as provided in the first sentence of this Section 9.4(b), no Indemnified Party shall seekhave any obligation to pursue any Collateral Source with respect to any Damages or indemnification pursuant to this Article IX and if an Indemnified Party elects not to pursue such Collateral Source, such Damages shall in no way be reduced and the right of such Indemnified Party to pursue indemnification for such Damages hereunder shall not be limited in any respect. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Damages for which it has already been indemnified by the Indemnifying Parties, it shall pay or cause to be paid (via the Exchange Agent or otherwise) to the Indemnifying Parties from whom such amount was set off or by whom such amount was paid, within thirty (30) days of receiving such insurance payment, an amount equal to the excess of (i) the amount previously received by the Indemnified Party under this Article IX with respect to such claim plus the amount of the insurance payments received, over (ii) the amount of Damages with respect to such claim which the Indemnifying Parties have become entitled toto receive under this Article IX; provided, indemnification however, that notwithstanding the foregoing, Parent shall be permitted to effect payment of any such amount to any Incentive Plan Payee through payroll of Parent or any of its subsidiaries on the next administratively practicable payroll date following the time specified in this Section 9.4(b). (c) No Indemnifying Party shall have any Liability for any fraud on the part of any other Indemnifying Party acting in his, her or its personal capacity and not on behalf of the Company in connection with any Ancillary Agreement. (d) Parent shall not seek to recover any Damages personally from any Indemnifying Party, except to the extent that the then-available Offset Amount shall be insufficient to fully indemnify the Indemnified Parties for such Damages and subject to the limitations on liability of the certain Indemnifying Parties pursuant to Section 11.2(a9.6(c)(iv). (e) From and after the Closing, the Sellers shall not have any right of contribution, indemnification or right of advancement from the Surviving Corporation, Parent or any of its Affiliates with respect to the extent the aggregate claims any Damages claimed by an Indemnified Party. (f) This ARTICLE IX provides for indemnification against all Damages incurred or sustained by one or more of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to as a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount result of the Damages matters set forth herein, whether such indemnification is (i) shall not be duplicative of pursuant to a direct claim by any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities against Damages incurred or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit sustained as a Buyer Indemnified Party’s recovery for, such result of a third party claim. (g) For Tax purposes, any payment made pursuant to this ARTICLE IX shall be treated as an adjustment to the Merger Consideration, unless otherwise required by applicable Law.

Limitations on Indemnity. No (a) Except for the specific indemnity provided in Section 7.7 of this Agreement, anything in this Agreement to the contrary notwithstanding, in no event shall Seller ever be required to indemnify any Buyer Indemnified Party shall seek, for Losses pursuant to Section 7.1 or be entitled to, indemnification from any of the Indemnifying Parties pursuant other provisions of this Agreement, including Section 5.10 (or to Section 11.2(apay any other amount in connection with or with respect to this Agreement or the transactions contemplated by this Agreement) to the extent (i) until the aggregate claims for Damages amount of all such Losses shall have exceeded $5 million (the "Deductible"), whereupon only Losses in excess of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal Deductible shall be subject to Five Million Dollars ($5,000,000) (the “Cap”)indemnification hereunder; provided, thathowever, if the aggregate that any individual Loss of all claims for Damages equals or exceeds the Threshold, then Buyer less than $100,000 that is otherwise subject to indemnification hereunder shall be entitled to recover for Damages subject to the limitations disregarded in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of determining whether any Damages payable to a Buyer Indemnified Party has incurred Losses up to or a Sellers Indemnified Party hereunderexceeding the Deductible, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and or (ii) shall be computed net in an amount exceeding, in the aggregate, 75% of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages the Adjusted Purchase Price. (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceedsb) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary hereincontained in this Agreement, if Seller and Buyer agree that the Buyer recovery by any Indemnified Parties are seeking, Party of any damages suffered or are entitled to seek, indemnification from incurred by such Indemnified Party as a result of any breach by another Party of any of its obligations under this Agreement shall be limited to the Indemnifying Parties actual damages suffered or incurred by an Indemnified Party as a result of the breach by the breaching Party of its obligations hereunder, and in no event shall the breaching Party be liable to an Indemnified Party for Damages due to any indirect, consequential, special, exemplary or punitive damages (iincluding any damages on account of lost profits or opportunities or lost or delayed generation) suffered or incurred by an Indemnified Party as a result of the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) breach by the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimbreaching Party of any of its obligations hereunder.

Limitations on Indemnity. No Notwithstanding anything to the contrary in this Agreement, the Buyer Indemnified Party shall seek, or be entitled to, indemnification from any (for itself and on behalf of the Indemnifying Parties Buyer Indemnitees) and the Sellers (for themselves and on behalf of the Seller Indemnitees) agree as follows: (a) The Buyer Indemnitees shall not have the right to be indemnified pursuant to Section 11.2(a10.2(a)(i) to the extent the aggregate claims for Damages of unless and until the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (Indemnitees shall have incurred on a cumulative basis aggregate Losses in an amount exceeding $500,000) 800,000 (the “ThresholdDeductible”), in which case, the Buyer Indemnitees shall only be entitled to receive Losses in excess of such amount, and the aggregate amount of Losses for which Buyer Indemnitees will be entitled to recover pursuant to Section 10.2(a)(i) or will not exceed an amount equal to Five Million Dollars ($5,000,000) 800,000 (the “Cap”); provided, thathowever, if that the Deductible and the Cap shall not apply to the rights of the Buyer Indemnitees to be indemnified pursuant to Section 10.2(a)(i) with respect to the Fundamental Representations or in the event of Fraud. (b) The Seller Indemnitees shall not have the right to be indemnified pursuant to Section 10.2(b)(i) unless and until the Seller Indemnitees shall have incurred on a cumulative basis aggregate Losses in an amount exceeding the Deductible, and the aggregate amount of all claims Losses for Damages equals or exceeds the Threshold, then Buyer shall which Seller Indemnitees will be entitled to recover for Damages subject pursuant to Section 10.2(b)(i) will not exceed the Cap; provided, however, that the Deductible and the Cap shall not apply to the limitations rights of the Seller Indemnitees to be indemnified pursuant to Section 10.2(b)(i) with respect to the Buyer Fundamental Representations or in the event of Fraud. (c) In no event shall the aggregate indemnification obligations of the Sellers under Section 10.2(a) exceed the Purchase Price. In no event shall the aggregate indemnification obligations of the Buyer under Section 10.2(b) exceed the Purchase Price. (d) Each Indemnified Person shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including, but not limited to, incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss or, except with respect to breaches of Section 5.19(b), recovering any Loss from applicable insurance policies or third parties (including, in the case of the Buyer Indemnitees, the R&W Insurance Policy). If any Indemnified Person recovers any amounts in respect of Losses from any third party at any time after any Indemnifying Person has paid all or a portion of such Losses to the Indemnified Person pursuant to the provisions of this Article 10, and such Indemnified Person has therefore recovered from the Indemnifying Person and any relevant third party an amount which, after subtracting any Taxes attributable thereto and any expenses incurred in making such recovery, is greater than the loss suffered by the Indemnifying Person (such amount being an “Excess Recovery”), then the Indemnified Person shall repay to the Indemnifying Person an amount (in aggregate) equal to the lesser of (i) the Excess Recovery; and (ii) the amount the Indemnifying Person has paid to the Indemnified Person in respect of the relevant Loss. (e) The parties further acknowledges and agrees that the provisions of this Section 11.6 only 10.3 shall apply regardless of whether (i) the Buyer obtains at or following Closing or maintains following Closing the R&W Insurance Policy, (ii) the R&W Insurance Policy is revoked, cancelled or modified in any manner after issuance, or (iii) any Buyer Indemnitee makes a claim under the R&W Insurance Policy and such claim is denied by the insurer. (f) In no event shall any Indemnifying Person be required to indemnify any Indemnified Person pursuant to this Article 10 for any Loss to the extent such Damages exceed Loss was included in the Thresholdcalculations of Final Closing Cash, Final Closing Indebtedness, Final Transaction Expenses or Final Working Capital other than where such Loss is in respect of Taxes, to the extent such Taxes have been paid to the Sellers pursuant to Section 7.10(e) or (j). (g) The amount of any Loss for which indemnification is provided under this Article 10 shall be reduced by any Tax Benefit Amount Realized by such Indemnified Person, or any of the Target Entities, Company Subsidiaries or any of their respective Affiliates (including any group of corporations filing a Tax Return) for the taxable year the loss or deduction was incurred giving rise to such indemnification for Losses or for the subsequent two (2) taxable years (the “Tax Benefit Period”). In calculating To the extent any Tax Benefit Amount Realized is realized following the date that an indemnity payment is made by Sellers to the Buyer hereunder, then no later than ten (10) days after the applicable Tax Return of the Buyer, the Target Entity or any Company Subsidiary (or their respective Affiliates including any group of corporations filing a Tax Return) has been filed that takes into account the deduction, loss or other Tax attribute generated as a result of the Losses (including Taxes) that first gave rise to the indemnification by the Sellers or any subsequent applicable Tax Return filed for the Tax Benefit Period (or ten (10) days after the receipt of the Tax Benefit Amount Realized from the relevant Taxing Authority if such benefit is in the form of a refund), the Buyer shall pay to the Sellers in immediately available funds an amount equal to the Tax Benefit Amount Realized. The Buyer shall, and shall cause its Affiliates (including each Target Entity and Company Subsidiary) to, provide the Sellers with all information reasonably requested by the Sellers to allow the Sellers to calculate any applicable Tax Benefit Amount Realized (including any determination by the Buyer that no Tax Benefit Amount Realized was realized in an applicable year); provided that Buyer shall not be required to provide the Sellers with any right to access or review any Tax Return or Tax work papers of Buyer or any of its Affiliates (including the Target Entities and the Company Subsidiaries for any taxable period beginning after the Closing Date); provided further that the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages Tax Benefit Amount Realized (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (iiincluding if there is no Tax Benefit Amount Realized) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred certified in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected writing by the Indemnified Partiesauditors of the Buyer and its Affiliates (at the sole cost and expense of the Sellers), then if requested by the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying PartySellers. The Indemnified Parties parties shall use commercially reasonable efforts cooperate and provide all information reasonably available to obtain from a party and reasonably requested by the other party in connection with the calculation of the Tax Benefit Amount Realized. The Buyer and the Sellers shall act in good faith to resolve any applicable insurance company disputed item as promptly as practicable. The Sellers shall hold the Buyer harmless for any insurance proceeds subsequent disallowance or loss of a Tax Benefit Amount Realized that has resulted in respect of a reduction in any claim for which Loss or resulted in a payment to the Indemnified Parties seek indemnification Sellers under this Article XI. Notwithstanding anything Section 10.3(g). (h) In no event shall the Sellers be required to the contrary herein, if the indemnify any Buyer Indemnified Parties are seeking, Indemnitee pursuant to Section 10.2(a) for any Loss relating or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to attributable to: (i) the Partnership’s existence, amount, expiration date or Sellers’ fraud limitations on (or willful misconductavailability of) in a taxable period (or portion thereof) beginning after the Closing Date of any Tax attribute (including net operating loss, capital loss or Tax credit carryover or other Tax asset) of any Target Entity or Company Subsidiary generated or arising in or in respect of a taxable period (or portion thereof) ending on or before the Closing Date, (ii) any Tax position that the Buyer or its Affiliates (including any Target Entity or Company Subsidiary) may take in respect on any taxable period (or portion thereof) beginning after the Closing Date, or (iiiii) Taxes of any Target Entity or Company Subsidiary for any taxable period (or portion thereof) beginning after the Excluded Liabilities or Excluded AssetsClosing Date (except for Taxes resulting from the breach of a representation set forth in Sections 5.12(k), the Cap 5.12(l), 5.12(m), 5.12(n), 5.12(o), 5.12(p), 5.12(q), 5.12(s) and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim5.12(u).

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a8.2(a)(i) hereof to the extent the aggregate claims for Damages of the Buyer Indemnified Parties for which indemnification is sought pursuant to Section 8.2(a)(i) hereof are less than Five Hundred Thousand Dollars ($500,000) 1,562,500 (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “CapDeductible”); provided, that, if the aggregate of all claims for Damages for which indemnification is sought pursuant to Section 8.2(a)(i) hereof equals or exceeds the ThresholdDeductible, then the Buyer Indemnified Parties shall be entitled to recover for Damages such Damages, subject to the limitations in this Section 11.6 8.6(a), only to the extent such Damages exceed the ThresholdDeductible, but in any event not to exceed the Cap. Notwithstanding anything to the contrary contained in this Agreement, in no event shall (x) Seller’s aggregate liability for all indemnifiable claims for Damages pursuant to Section 8.2(a)(i), together with all indemnifiable claims for Damages pursuant to Section 8.2(a)(iv) exceed an amount equal to $1,562,500 (the “Cap”) or (y) the Buyer Indemnified Parties be entitled to seek indemnification from Sellers with respect to claims for Damages pursuant to Section 8.2(a)(i) or Section 8.2(a)(iv) in excess of the Cap. (b) In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Seller Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) up to the amount paid by Indemnifying Party to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimARTICLE VIII.

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from Notwithstanding any of the Indemnifying Parties pursuant to Section 11.2(a) other provision in this Agreement to the extent contrary, the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars parties expressly intend and agree as follows: ($500,000a) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the The amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages for which indemnification is provided under this Article VIII shall be (i) shall not be duplicative increased to take into account any Tax cost actually incurred by the Indemnitee prior to the end of the Survival Period as a result of any other Damage for which an indemnification claim has been made payment under this Article VIII (including this Section 8.5(a)) and (ii) reduced to take into account any Tax benefit actually realized by the Indemnitee prior to the end of the Survival Period arising from the incurrence or payment of Damages. The amount of any Damages subject to indemnification hereunder shall be computed calculated net of any amounts insurance proceeds actually recovered received from third party insurance carriers by such Indemnified Party under any insurance policy Indemnitee with respect to such Damages (net it being understood and agreed that Indemnitee shall pursue any such available insurance coverage to the extent it is commercially reasonable to do so), but adjusted for any increase in insurance premiums as a result of making an insurance claim for such Damages. (b) No Newco Indemnitee shall have any costs right to indemnification under this Article VIII with respect to any Damages to the extent the amount of such Damages is accrued for on the Company Financial Statements or the financial statements referenced in Section 3.6(b). (c) If the Closing occurs, each party hereto acknowledges, on behalf of itself and expenses incurred on behalf of the other Indemnitees, that, except as set forth in obtaining such insurance proceedsSection 7.2, their sole and exclusive remedy with respect to claims for money damages under this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII (other than claims and causes of action based on fraud). If an Indemnifying Party pays an Indemnified Party In furtherance of the foregoing, and except with respect to claims for a claim Damages and subsequently insurance proceeds in respect other amounts arising under and contemplated by Section 7.2, each party hereto hereby waives, on behalf of such claim is collected by itself and each of the Indemnified Partiesother Indemnitees, then to the Indemnified Party promptly shall remit the insurance proceeds fullest extent permitted under applicable Law, any and all rights, claims for money damages and causes of action related thereto (net other than claims and causes of action based on fraud) it may have against any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from other party hereto arising under or based upon any applicable insurance company any insurance proceeds Law (including Environmental Laws) or otherwise (except pursuant to the indemnification provisions set forth in respect this Article VIII and the terms of Section 7.2). (d) Upon payment in full of any claim for which the Indemnified Parties seek indemnification under made pursuant to this Article XI. Notwithstanding anything VIII, the Indemnitee shall be subrogated to the contrary herein, if extent of such payment to the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any rights of the Indemnifying Parties for Damages due Indemnitor against any person (other than any other Indemnitees seeking indemnification in connection with such claim) with respect to (i) the Partnership’s subject matter of such claim. The Indemnitees shall assign or Sellers’ fraud or willful misconductotherwise reasonably cooperate with the Indemnitors, or (ii) at the Excluded Liabilities or Excluded Assetscost and expense of the Indemnitees, the Cap and the Threshold shall not be applicable toto pursue any claims against, or otherwise limit a Buyer Indemnified Party’s recovery forrecover amounts from, such claimany person liable or responsible for any Damages for which indemnification has been received pursuant to this Agreement.

Limitations on Indemnity. No Buyer Indemnified Party (a) The aggregate liability of Sellers for all claims made against it under this Agreement for indemnification for Operational Matters will be Nine Hundred Thousand ($900,000), provided that if the reason for such liability is the commission of fraud by any Seller or by the Company prior to the Closing, there shall seekbe no limit on the amount of Sellers' indemnification obligations hereunder, or be entitled to, indemnification from any provided that only those Sellers who are responsible for the commission of the Indemnifying Parties fraud shall be liable to Buyer hereunder for losses and liabilities resulting from the commission of the fraud. Claims by Buyex xxx indemnification for Operational Matters may not be made after the first anniversary of the Closing. (b) With respect to (i) taxes owed by Sellers or the Company (including matters relating to Employee Benefit Plans) and (c) With respect to any matter which results in litigation, arbitration or other proceedings involving either the Company or Buyer, Sellers shall have no liability for any settlement or award of any court, arbitrator, agency or other tribunal against Buyer or the Company for any matter under which Buyer is entitled to indemnification under this Agreement unless the total award against Buyer or the Company exceeds Ten Thousand Dollars ($10,000) and Sellers will have no liability for the first Ten Thousand Dollars ($10,000) of any claim for indemnification under this Section 9.5(c) pursuant to which the total liability of Buyer or the Company exceeds Ten Thousand Dollars ($10,000); provided, however, that if more than four litigations or other proceedings result in awards against Buyer and/or the Company in excess of Ten Thousand Dollars ($10,000), commencing with the fifth such award, Sellers will be responsible for the full amount of the claim, subject to the other limitations set forth in this Section 11.2(a9.5. With respect to legal fees and expenses incurred by the Company and/or Buyer in defending, negotiating a settlement or investigating such matters, Sellers will be responsible for and will reimburse Buyer for the first Twenty Five Thousand Dollars ($25,000) of such fees and expenses for each of the first four proceedings brought against the Company and/or Buyer, with Buyex xxxing the remainder of such expenses. Commencing with the fifth such proceeding, Buyer shall be responsible for One Hundred Percent (100%) of such legal fees and expenses. Claims by Buyex xxx indemnification for matters covered in this Section 9.5(c) may not be made after two years from the date hereof. For the -38- 43 purpose of clarification, if Buyex xxxeives notice of a litigation or other legal proceeding during such two year period and notifies Seller of its intent to seek indemnification for such claims pursuant to this Section 9.5(c), Sellers will be fully responsible for any award and legal fees incurred by Buyer to the extent described in this Section, whether or not the aggregate award is paid and fees paid during the two year period, or thereafter. However, Sellers will not have any liability for litigation or other legal proceedings commenced after the termination of the two year period. (d) A basket of up to Six Hundred Fifty Thousand Dollars ($650,000) (the "Basket") shall apply to the all claims for Damages indemnification ultimately resolved to be owed to Buyer hereunder, except for claims arising from the commission of fraud by the Buyer Indemnified Parties Company or any Seller, to which the Basket will not apply. The Basket is subject to reduction for all expenses related to the Company's pension plan and the legal, accounting and other professional fees of Sellers which are less than Five paid by Buyex. Xx addition, to the extent that the Outstanding Debt exceeds Eight Hundred Thousand Dollars ($500,000800,000) (and is not otherwise paid by Sellers, the “Threshold”) or exceed an excess amount equal shall also be deducted from the Basket. In the event that there are insufficient funds remaining in the Basket for Sellers to Five Million use, Sellers will have the right to use a second basket of the Two Hundred Thousand Dollars ($5,000,000200,000) for claims covered by Section 9.5(b) and 9.5(c). (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject e) Notwithstanding anything else herein to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereundercontrary, the amount liability of each of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy Sellers with respect to any matter for which Sellers are required to indemnify Buyer hereunder shall be limited to the a percentage based on the total percentage of the Purchase Price paid to each Seller, as follows: Fargxxxx, 00.85714%, Roccx, 00.66666% and Burdx, 00.47619%. For example, if, after application of all thresholds and the Basket provided for herein, Sellers are required to indemnify Buyer for a $100,000 liability, such Damages liability will be divided among Sellers as follows: Fargxxxx, $02,857.14, Roccx, $06,666.66 and Burdx, $00,476.19. (net f) Notwithstanding anything else herein to the contrary, Sellers will have no responsibility for any matter which is fully covered by the Company's or Buyer's insurance. (g) Notwithstanding anything else herein to the contrary, Buyex xxxl not seek indemnification from Sellers for any matter which Buyer has been advised in writing prior to the date hereof might constitute a misrepresentation, breach of warranty or breach -39- 44 of covenant by any Seller, or which Buyer, in the course of its due diligence acting in good faith, has discovered and failed to disclose to Sellers. (h) Notwithstanding anything else herein to the contrary, while the parties believe that the Stockholders Agreement is of no further force and effect, if there is a breach of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for representation or covenant of Sellers hereunder or as a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net result of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect circumstances arising out of any claim for which the Indemnified Parties Stockholders Agreement, Buyer will not seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification hereunder from any of the Indemnifying Parties Sellers for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimbreach.

Limitations on Indemnity. No Buyer (a) Notwithstanding any other provision in this Agreement to the contrary, the Ideation Indemnified Party Parties shall seek, or not be entitled toto indemnification pursuant to Section 14.2(a) (i) or (iii) or the second to last sentence of Section 14.2(a), indemnification from any unless and until the aggregate amount of Damages to the Indemnifying Ideation Indemnified Parties with respect to such matters under such sections exceeds US$750,000 (the “Basket”), and then only to the extent all such Damages exceed the Basket; provided that the aggregate amount of Damages payable by the SM Indemnified Parties to the Ideation Indemnified Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages indemnification under Section 14.2(a)(i), (iii) and the second to last sentence of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000Section 14.2(a) (the “Threshold”) or shall not exceed an amount equal to Five Million Dollars ($5,000,000) US$7,500,000 (the “Cap”); provided, that, if and provided further that the aggregate of all claims for Basket and Cap shall not limit Damages equals that arise from or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject otherwise relate to the limitations breach of any of the Basic Representations made by any of the SM Parties or Linden Ventures or fraud. (b) Notwithstanding any other provision in this Section 11.6 only Agreement to the extent such contrary, the SM Shareholders/Linden Ventures shall not be liable to, or indemnify, the Ideation Indemnified Parties for any Damages exceed (i) that are punitive, special, consequential, incidental, exemplary or otherwise not actual damages or (ii) that are in the Thresholdnature of lost profits or any diminution in value of property or equity. In The Ideation Indemnified Parties shall not use “multiple of profits” or “multiple of cash flow” or any similar valuation methodology in calculating the amount of any Damages. This Article XIV constitutes the Ideation Indemnified Parties’ sole and exclusive remedy for any and all post-Closing Damages or other claims relating to or arising from this Agreement and the transactions contemplated hereby (other than pursuant to Section 10.9(c)). A-46 Table of Contents (c) Notwithstanding any other provision in this Agreement to the contrary, no SM Indemnified Party shall be entitled to indemnification pursuant to Section 14.3(a)(i), unless and until the aggregate amount of Damages to the SM Indemnified Parties with respect to such matters under such section exceeds the Basket, and then only to the extent all such Damages exceed the Basket; provided that the aggregate amount of Damages payable by the Ideation Parties to a Buyer the SM Indemnified Party Parties pursuant to Section 14.3(a)(i) shall not exceed the Cap; and provided further that the Basket and Cap shall not limit Damages that arise from or a Sellers Indemnified Party hereunderotherwise relate to the breach of any of the Basic Representations made by the Ideation Parties or fraud. (d) Notwithstanding any other provision in this Agreement to the contrary, the amount of Ideation Parties shall not be liable to, or indemnify, the SM Indemnified Parties for any Damages (i) shall that are punitive, special, consequential, incidental, exemplary or otherwise not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, actual damages or (ii) that are in the Excluded Liabilities nature of lost profits or Excluded Assets, any diminution in value of property or equity. The SM Indemnified Parties shall not use “multiple of profits” or “multiple of cash flow” or any similar valuation methodology in calculating the Cap amount of any Damages. This Article XIV constitutes the SM Indemnified Parties’ sole and exclusive remedy for any and all post-Closing Damages or other claims relating to or arising from this Agreement and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimtransactions contemplated hereby.

Limitations on Indemnity. No Buyer (a) The aggregate Liability of any Indemnifying Party for claims of indemnification from and against Damages shall not exceed on a pro rata basis (based on the total Closing Merger Consideration payable to the Indemnifying Parties, except as provided in Section 9.6(c)(iv) below) (i) with respect to Damages pursuant to Section 9.1(a) arising from or relating to any inaccuracy in or breach of representations and warranties other than the Intellectual Property Reps and the Fundamental Reps, [***] percent ([***]%) of the portion of the Merger Consideration actually paid or otherwise due and payable to such Indemnifying Party (without taking into account any prior Offset Amounts); (ii) with respect to Damages pursuant to Section 9.1(a) arising from or relating to any inaccuracy in or breach of the Intellectual Property Reps, [***] percent ([***]%) of the Merger Consideration actually paid or otherwise due and payable to such Indemnifying Party (without taking into account any prior Offset Amounts); provided that for purposes of calculating the aggregate amount of Damages arising from or relating to any inaccuracy in or breach of the Intellectual Property Reps, all Damages arising from or relating to any inaccuracy in or breach of all other representations and warranties shall be included; and (iii) with respect to Damages pursuant to Section 9.1(a) arising from or relating to any inaccuracy in or breach of the Fundamental Reps and for any other claims of indemnification made pursuant to this Article IX, the Merger Consideration actually paid or otherwise due and payable to such Indemnifying Party (without taking into account any prior Offset Amounts); provided, further, that the limitations in this clause (a) shall not apply to or otherwise limit any claims for indemnification from and against Damages for willful, intentional or knowing misrepresentation or fraud in which such Indemnifying Party participated or of which such Indemnifying Party had actual knowledge. (b) [***]. The amount of Damages recoverable by an Indemnified Party under this Article IX with respect to an indemnity claim shall be reduced by the amount of any insurance payment actually received by such Indemnified Party (or an Affiliate thereof) with respect to such indemnity claim, net of expenses (including any increases in applicable premiums, collection costs, expenses and reserves, deductibles, premium adjustments, retrospectively rated premiums and other Damages incurred in collecting such recovery) reasonably incurred in connection with the recovery of such amounts, in each case only to the extent that such amounts are recovered as a result of and specifically in reference to the facts and circumstances giving rise to such Damages (each source identified in clauses (i) and (ii), a “Collateral Source”). In the event that any Damages become payable to an Indemnified Party pursuant to this Article IX or otherwise, such Damages shall become immediately due and payable, regardless of whether amounts payable from a Collateral Source, if applicable, have been determined. Except as provided in the first sentence of this Section 9.4(b), no Indemnified Party shall seekhave any obligation to pursue any Collateral Source with respect to any Damages or indemnification pursuant to this Article IX and if an Indemnified Party elects not to pursue such Collateral Source, such Damages shall in no way be reduced and the right of such Indemnified Party to pursue indemnification for such Damages hereunder shall not be limited in any respect. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. for Damages for which it has already been indemnified by the Indemnifying Parties, it shall pay or cause to be paid (via the Exchange Agent or otherwise) to the Indemnifying Parties from whom such amount was set off or by whom such amount was paid, within thirty (30) days of receiving such insurance payment, an amount equal to the excess of (i) the amount previously received by the Indemnified Party under this Article IX with respect to such claim plus the amount of the insurance payments received, over (ii) the amount of Damages with respect to such claim which the Indemnifying Parties have become entitled toto receive under this Article IX; provided, indemnification however, that notwithstanding the foregoing, Parent shall be permitted to effect payment of any such amount to any Incentive Plan Payee through payroll of Parent or any of its subsidiaries on the next administratively practicable payroll date following the time specified in this Section 9.4(b). (c) No Indemnifying Party shall have any Liability for any fraud on the part of any other Indemnifying Party acting in his, her or its personal capacity and not on behalf of the Company in connection with any Ancillary Agreement. (d) Parent shall not seek to recover any Damages personally from any Indemnifying Party, except to the extent that the then-available Offset Amount shall be insufficient to fully indemnify the Indemnified Parties for such Damages and subject to the limitations on liability of the certain Indemnifying Parties pursuant to Section 11.2(a9.6(c)(iv). (e) From and after the Closing, the Sellers shall not have any right of contribution, indemnification or right of advancement from the Surviving Corporation, Parent or any of its Affiliates with respect to the extent the aggregate claims any Damages claimed by an Indemnified Party. (f) This ARTICLE IX provides for indemnification against all Damages incurred or sustained by one or more of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to as a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount result of the Damages matters set forth herein, whether such indemnification is (i) shall not be duplicative of pursuant to a direct claim by any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities against Damages incurred or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit sustained as a Buyer Indemnified Party’s recovery for, such result of a third party claim. (g) For Tax purposes, any payment made pursuant to this ARTICLE IX shall be treated as an adjustment to the Merger Consideration, unless otherwise required by applicable Law.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification from under Section 10.2(a)(i) hereof to the extent (i) the aggregate amount of Damages incurred by a Buyer Indemnified Party with respect to any of the Indemnifying Parties individual matter for which indemnification is sought pursuant to Section 11.2(a10.2(a)(i) to is less than $25,000 (the extent “Sub-Threshold”), and (ii) the aggregate of the individual claims for Damages of the Buyer Indemnified Parties are (each of which is greater than the Sub-Threshold) for which indemnification is sought pursuant to Section 10.2(a)(i) hereof is less than Five Hundred Thousand Dollars ($500,000) 3,000,000 (the “Threshold”) or exceed exceeds an amount equal to Five Million Dollars ($5,000,000) 40,000,000 (the “Cap”); provided, that, that if the aggregate of all individual claims (each of which is greater than the Sub-Threshold) for Damages for breaches of representations and warranties for which indemnification is sought pursuant to Section 10.2(a)(i) hereof equals or exceeds the Threshold, then Buyer Buyer, subject to the limitations in this Article X, shall be entitled to recover for such Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid underSection 10.2(a)(i) exceed an amount equal to the Cap). Notwithstanding anything herein to the contrary, Seller’s indemnification obligations with respect to Taxes shall not be subject to the limits set forth in this Section 10.6, and shall not be included in the calculation of any amounts for purposes of the Cap or the Threshold. (b) In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Seller Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and made, (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy or otherwise with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds)recovery) and (iii) shall be computed net of any Tax benefit actually realized by the Indemnified Party with respect to such Damages. If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified PartiesParty, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything X. (c) To the extent that an Indemnifying Party pays on an indemnification pursuant to Section 10.2, and the Indemnified Party has a claim against a third party (other than the Indemnifying Party), then the Indemnifying Party shall be subrogated to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any claim of the Indemnified Party to the extent of the amount of indemnification paid by the Indemnifying Parties for Damages Party and to the extent such payments are duplicative of amounts due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.

Limitations on Indemnity. Notwithstanding the foregoing, no claim ------------------------ may be made or suit instituted under this Section 8 with respect to any breach (or purported breach) of representation or warranty after the applicable Expiration Date, except for Reserved Claims. The term "Reserved Claims" shall --------------- mean all claims as to which the Indemnitee has given any indemnifying party reasonably specific written notice (in light of the facts then known) on or prior to the applicable Expiration Date. No Buyer claim may be made by any party pursuant to this Section 8 with respect to any breach of representation and warranty unless (a) such Loss is in excess of $100,000 and (b) the aggregate amount of all Losses incurred by such party as a result of such breaches that would, but for the limitations contained in this sentence, be indemnifiable hereunder exceeds $1,250,000, in which case the indemnifying party's liability, if any, hereunder with respect to such claims shall only be for any amount of such aggregate indemnifiable Losses in excess of such $1,250,000 deductible amount. In addition, no party shall be liable to any Indemnified Party shall seek, or be entitled to, indemnification from any pursuant to this Section 8 for Losses of the Indemnifying Parties pursuant to Section 11.2(atypes described in Sections 8.2(a)(i) or 8.2(b)(i) to the extent that the aggregate total liability for such indemnifying party hereunder for such breach of representation or warranty claims for Damages would exceed forty percent (40%) of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal Purchase Price. The foregoing time and dollar limitations on indemnification shall not apply to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount any breach of any Damages payable covenant contemplated by this Agreement to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, be performed after the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XIClosing. Notwithstanding anything to the contrary hereincontained in this Agreement, if neither the Parent nor the Buyer Indemnified Parties are seeking, or are shall be entitled to seekmake any claim for indemnification under this Section 8 with respect to any matter to the extent that the Purchase Price has been adjusted to reflect such matter pursuant to Section 4.2 (or not required to be adjusted pursuant to Section 4.2(f)), indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold amount of any Losses or other amounts for which indemnification is provided under this Section 8 shall not be applicable tocalculated net of any specific accruals, reserves or otherwise limit a Buyer Indemnified Party’s recovery for, such claimprovisions reflected in the Final Closing Working Capital.

Limitations on Indemnity. Buyer and Seller agree, for themselves and on behalf of the Buyer Indemnitees and the Seller Indemnitees: (a) No Buyer Indemnified Party shall seekIndemnitee will assert any claims for indemnification under Section 8.2(a): (i) in respect of any individual Loss incurred or suffered by such Buyer Indemnitee that is not in excess of $500,000 (a “Qualifying Loss”), or be entitled toand (ii) until such time as the aggregate of all Qualifying Losses that Buyer Indemnitees may have under Section 8.2 (a) exceeds an amount equal to $5,000,000 (the amount referred to in this clause (ii), indemnification from any the “Indemnity Threshold”), and then only for the aggregate amount of all Qualifying Losses in excess of the Indemnifying Parties Indemnity Threshold. The aggregate liability of Seller in respect of claims for indemnification pursuant to Section 11.2(a8.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or will not exceed an amount equal to Five Million Dollars ($5,000,000) 150,000,000 (the “Cap”); provided. Notwithstanding anything to the contrary set forth herein, that, if the Indemnity Threshold and the Cap will not apply to the obligations of Seller to indemnify the Buyer Indemnitees in connection with an inaccuracy in or breach of the representation and warranties contained in Sections 3.3(a) and 3.10. (b) No Seller Indemnitee will assert any claims for indemnification under Section 8.3(a): (i) in respect of any individual Loss incurred or suffered by such Seller Indemnitee that is not a Qualifying Loss and (ii) until such time as the aggregate of all Qualifying Losses that Seller Indemnitees may have under Section 8.3(a) exceeds the Indemnity Threshold, and then only for the aggregate amount of all Qualifying Losses in excess of the Indemnity Threshold. The aggregate liability of Buyer in respect of claims for Damages equals or exceeds indemnification pursuant to Section 8.3(a) will not exceed the Threshold, then Buyer shall be entitled to recover for Damages subject Cap. Notwithstanding anything to the limitations in contrary set forth herein, the Indemnity Threshold and the Cap and the other provisions of this Section 11.6 only 8.4 will not apply to the extent such Damages exceed obligations of Buyer to indemnify the Threshold. In calculating Seller Indemnitees in connection with an inaccuracy in or breach of any Fundamental Representation. (c) For purposes of determining the amount of any Damages payable Losses subject to a Buyer Indemnified Party or a Sellers Indemnified Party hereunderindemnification under this Article VIII, the amount of such Losses will be determined net of all related reserves accrued in respect of the Damages specific matter subject to indemnification on the Closing Statement or reflected in the final Closing Net Working Capital Amount. (d) With respect to each indemnification obligation in this Agreement: (i) all Losses shall be net of any Eligible Insurance Proceeds, (ii) in no event shall an Indemnifying Party have liability to the Indemnified Party for any punitive damages, except if and to the extent any such damages are recovered against an Indemnified Party pursuant to a Third-Party Claim, and (iii) the parties shall treat any indemnification payment made under this Agreement as an adjustment to the Aggregate Purchase Price. (e) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a “Notice of Insurance”). If the Indemnifying Party so requests within 180 days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder, in which event all such proceeds actually received, net of costs reasonably incurred by the Indemnified Party in seeking such collection, shall be considered “Eligible Insurance Proceeds.” Any amount payable by an Indemnifying Party pursuant to this Article VIII shall be paid promptly and payment shall not be duplicative delayed pending any determination of Eligible Insurance Proceeds. In any case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds and/or any other amount in respect of any other Damage Losses for which an indemnification claim Indemnifying Party has been made actually reimbursed it pursuant to this Article VIII, such Indemnified Party shall promptly pay over to the Indemnifying Party such Eligible Insurance Proceeds and/or the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim, and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (f) Any Indemnified Party shall be computed net take all commercially reasonable steps to mitigate any Losses incurred by such party upon and after becoming aware of any amounts actually recovered event or condition that would reasonably be expected to give rise to any indemnification rights hereunder. (g) Notwithstanding anything to the contrary set forth herein, no indemnification claim may be asserted under this Agreement by such Indemnified Party under a Buyer Indemnitee or a Seller Indemnitee, as the case may be (other than a claim for payment pursuant to Article II hereof), from and after the date on which all or a portion of the equity interests of Seller, any insurance policy Buyer or any parent entity of Seller or any Buyer, is issued to or sold, assigned or otherwise transferred to any Person that is not controlled directly or indirectly by the Xxxx Group. (h) If on the Closing Date, Buyer or any Buyer Subsidiary knows of any information that would cause one or more of the representations and warranties made by Seller to be inaccurate as of the date made or as of the Closing Date, Buyer shall have no right or remedy after the Closing with respect to such Damages (net inaccuracy and shall be deemed to have waived its rights to indemnification in respect thereof. Without limiting the foregoing, Buyer shall be charged with knowledge of any costs information contained in any data room or diligence report made available by or on behalf of Seller to Buyer and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by all publicly disclosed information regarding the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds Business. (net of any costs and expenses incurred in obtaining such insurance proceedsi) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if no party to this Agreement (or any of its Affiliates) shall, in any event, be liable or otherwise responsible to any other party to this Agreement for an amount in excess of the Buyer Indemnified Parties are seekingAggregate Purchase Price. (j) Notwithstanding anything to the contrary herein, Seller shall not be required to defend, indemnify or are entitled to seek, indemnification from hold harmless any of the Indemnifying Parties Buyer Indemnitees for Damages due any Losses relating to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimTaxes except pursuant to Section 8.2(c).

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) 11.4.1 Notwithstanding anything to the extent contrary contained in this Agreement, no indemnification for Losses may be recovered from Seller under SECTION 11.2 of this Agreement unless and until the aggregate claims for Damages amount of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars such indemnifiable Losses exceeds $75,000 ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”"SELLER'S INDEMNIFICATION THRESHOLD"); provided, thathowever, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) Seller's Indemnification Threshold shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy applicable with respect to such Damages any of the following (net "EXCLUDED LIABILITIES"): (a) any breach of any costs and expenses incurred representation or warranty made by Seller in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Partiesthis Agreement that was fraudulent or intentional, then the Indemnified Party promptly shall remit the insurance proceeds (net b) any breach of any costs covenant, agreement or obligation of Seller contained in this Agreement, (c) any liability or obligation arising out of an Excluded Asset for which Buyer or the LLC become or remain liable after Closing and expenses for which a full adjustment was not made at Closing and (d) Seller's obligation to pay any post-Closing adjustments pursuant to SECTION 3.3. With respect to any indemnity claim under SECTION 11.2, Losses incurred in obtaining such insurance proceeds) with respect to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect breach of any claim for which representation or any warranty that is specifically qualified by materiality or any value impairment qualified by materiality or any adverse affect qualified by materiality, the Indemnified Parties seek indemnification under this Article XImisrepresentation, breach, value impairment or adverse affect shall be considered material and Seller's Indemnification Threshold satisfied if the Losses to Buyer or the LLC as a result of the misrepresentation, breach, impairment or affect are or may be at least $75,000; provided, however, that with regard to any representation or warranty pertaining to compliance with any Legal Requirement or Governmental Permit, the Losses must result from a Third Party Action requesting correction or compliance costing Buyer or the LLC in the aggregate at least $75,000, or Persons asserting claims against Buyer or the LLC of at least $75,000 in the aggregate. Notwithstanding anything to the contrary hereincontained in this Agreement, if no indemnification for Losses may be recovered from Buyer under SECTION 11.3 of this Agreement unless and until the Buyer Indemnified Parties are seekingamount of such indemnifiable Losses for an indemnification claim exceeds $25,000 ("BUYER'S INDEMNIFICATION THRESHOLD"); provided, or are entitled to seekhowever, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Buyer's Indemnification Threshold shall not be applicable towith respect to any of the following: (a) any breach of any representation or warranty made by Buyer in this Agreement that was fraudulent or intentional; (b) Buyer's obligation to pay any post-Closing adjustments pursuant to SECTION 3.3; or (c) any failure by the LLC to assume and discharge the Assumed Liabilities in accordance with the Acceptance and Assumption signed by the LLC on the Contribution Date. Notwithstanding anything herein to the contrary, if any indemnification claim exceed $75,000 in the case of claims against Seller and $25,000 in the case of Buyer then, subject to the application of the Indemnification Ceiling, all Losses, including those under the Indemnification Thresholds, shall be subject to the indemnification obligations in this SECTION 11.4.1. 11.4.2 The aggregate amount of indemnification for Losses which may be recovered from Seller under SECTION 11.2 or Buyer or the LLC under SECTION 11.3 shall not exceed the amount of $1,634,250 (the "INDEMNIFICATION CEILING") unless the Losses relate to (a) an Excluded Liability; (b) the obligation to pay post-Closing adjustments pursuant to SECTION 3.3; (c) in the case of the LLC, to the LLC's Assumed Liabilities; (d) in the case of Buyer, to payment of the Holdback; (e) in the case of Seller, to any Loses pertaining to a breach of a representation, warranty or covenant that is not subject to the One Year Survival Period; (f) in the case of Seller, any failure to pay any Taxes owed by Seller or the LLC prior to the Closing Time or any failure by Seller or ERISA Affiliate to comply with any Environmental Laws, ERISA, or otherwise limit a Buyer Indemnified Party’s recovery forrelating to any Seller's Plans or any Losses arising out of any employment or copyright matters pertaining to the period prior to Closing; and (g) in the case of Seller, such claimany breach or failure of any representation or warranty of title pertaining to any of the Assets or the LLC Interest.

Limitations on Indemnity. (a) (i) No Buyer Indemnified Party amount shall seek, or be entitled to, payable to the Parent Indemnitees in satisfaction of claims for indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a8.2(a)(i) unless and until the aggregate amount of all Losses of the Parent Indemnitees arising therefrom exceeds an amount equal to Seven Hundred Fifty Thousand Dollars ($750,000) (the “Deductible”), at which time the Parent Indemnitees shall have the right to recover all Losses in excess of the Deductible, subject to the extent other limitations set forth in this Article VIII, and (ii) the aggregate liability of the Equityholders with respect to claims for Damages of indemnification by the Buyer Indemnified Parties are less than Parent Indemnitees pursuant to Section 8.2(a)(i) shall not exceed an amount equal to Twelve Million Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,00012,500,000) (the “Cap”); provided, thathowever, if that such limitations shall not apply to indemnification claims for breaches of the Fundamental Representations or in the case of fraud, intentional misrepresentation or willful misconduct. (i) No amount shall be payable to the Stockholder Indemnitees in satisfaction of claims for indemnification pursuant to Section 8.2(b)(i) unless and until the aggregate amount of all claims for Damages equals or Losses of the Stockholder Indemnitees arising therefrom exceeds an amount equal to the ThresholdDeductible, then Buyer at which time the Stockholder Indemnitees shall be entitled have the right to recover for Damages all Losses in excess of the Deductible, subject to the other limitations set forth in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made Article VIII and (ii) shall be computed net the aggregate liability of any amounts actually recovered by such Indemnified Party under any insurance policy Parent with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party claims for a claim and subsequently insurance proceeds in respect of such claim is collected indemnification by the Indemnified Parties, then the Indemnified Party promptly Stockholder Indemnitees pursuant to Section 8.2(b)(i) shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything not exceed an amount equal to the contrary hereinCap; provided, if the Buyer Indemnified Parties are seekinghowever, or are entitled that such limitations shall not apply to seek, indemnification from any claims for breaches of the Indemnifying Parties for Damages due to Fundamental Representations or in the case of fraud, intentional misrepresentation or willful misconduct. (i) No Stockholder shall be liable to any Parent Indemnitee pursuant to this Article VIII for any Losses in excess, in the Partnershipaggregate, of the total value of the consideration payable to such Stockholder hereunder (including such Stockholder’s or Sellers’ allocable portion of the Escrow Amount and valuing each share of Parent Stock at the Parent Stock Value), except in the case of fraud or willful misconduct(and in the event of fraud, or only with respect to the Stockholder who committed such fraud) and (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold Parent shall not be applicable toliable to the Stockholder Indemnitees pursuant to this Article VIII for any Losses in excess, or otherwise limit a Buyer Indemnified Party’s recovery forin the aggregate, such claimof the total value of the consideration payable to the Stockholders hereunder (including the Escrow Amount and valuing each share of Parent Stock at the Parent Stock Value), except in the case of fraud.

Limitations on Indemnity. Buyer and Seller agree, for themselves and on behalf of the Buyer Indemnitees and the Seller Indemnitees that: (a) No Buyer Indemnified Party Indemnitee shall seek, or be entitled toto indemnification under Section 8.2(a) in respect of any Loss incurred or suffered by such Buyer Indemnitee until such time as the aggregate of all Losses that Buyer Indemnitees may have under Section 8.2(a) exceeds $5,500,000 (the “Indemnity Threshold”), indemnification from any and then only for the aggregate amount of all Losses in excess of the Indemnifying Parties Indemnity Threshold. The aggregate liability of Seller in respect of claims for indemnification pursuant to Section 11.2(a8.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (will not exceed $500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) 55,000,000 (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) The Cap shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party apply to Losses under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceedsSection 8.2(d). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary set forth herein, if the provisions of this Section 8.4(a) will not apply in respect of claims for breach of any Fundamental Representation; provided, that in no event shall the aggregate liability of Seller in respect of claims for indemnification pursuant to this Agreement exceed the Purchase Price actually received by Seller. (b) No Buyer Indemnified Parties are seeking, or are Indemnitee shall be entitled to seekindemnification, indemnification from to xxx for damages or to assert any other right or remedy under this Agreement with respect to any Loss, cause of action or other claim to the Indemnifying Parties for Damages due to extent it (i) the Partnership’s or Sellers’ fraud or willful misconductis a potential Loss that may be asserted rather than an actual Loss that has, in fact, been incurred by such party or (ii) is a Loss with respect to which such party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the Excluded Liabilities time period in which such matter is asserted or Excluded Assetspayable. (c) No Buyer Indemnitee shall be entitled to recover any amount relating to any matter arising under one provision of this Agreement to the extent such Buyer Indemnitee has already recovered such amount with respect to such matter pursuant to such provision or any other provisions of this Agreement. (d) With respect to each indemnification obligation in this Agreement: (i) each such obligation shall be calculated on an After-Tax Basis; (ii) all Losses shall be net of any Eligible Insurance Proceeds; (iii) in no event shall an Indemnifying Party have liability to the Indemnified Party for any special, incidental, indirect, speculative, treble or punitive damages, loss of business reputation or opportunity, lost revenue, income or profits, diminution in value or similar items, except if and to the extent any such damages are recovered against an Indemnified Party pursuant to a Third Party Claim; and (iv) the parties shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price. (e) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance coverage, the Cap Indemnified Party shall promptly give notice thereof to the Indemnifying Party. If the Indemnifying Party so requests, the Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder, in which event all such proceeds actually received, net of costs reasonably incurred by the Indemnified Party in seeking such collection, shall be considered “Eligible Insurance Proceeds”. In any case where an Indemnified Party recovers from a third party any Eligible Insurance Proceeds and/or any other amount in respect of any Losses for which an Indemnifying Party has actually reimbursed such Indemnified Party pursuant to this Article 8, such Indemnified Party shall promptly pay over to the Indemnifying Party such Eligible Insurance Proceeds and/or the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (f) If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 8.2 or 8.3 and the Threshold Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall not be applicable toassign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment. (g) Seller shall have no liability or obligation to indemnify any Buyer Indemnitee with respect to the breach of any representation, warranty, covenant or agreement, based on any facts or circumstances that were reasonably knowable to such Buyer Indemnitee by reason of relevant information having been posted to the Data Room or otherwise limit a provided to such Buyer Indemnitee by or on behalf of Seller. (h) Any Indemnified Party’s recovery for, Party shall take all commercially reasonable steps to mitigate any Losses incurred by such claimparty upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any indemnification rights hereunder.

Limitations on Indemnity. No Buyer (a) The Parent Indemnified Party Persons shall seek, or not be entitled to, to indemnification from any in respect of the Indemnifying Parties indemnified Losses pursuant to Section 11.2(a7.2(a)(i) unless and until such indemnified Losses exceed, in the aggregate, the threshold set forth on Schedule 7.6(a)-1 (the “Indemnification Threshold”), but then to the full extent of each such indemnified Loss that exceeds the De Minimis Threshold (it being understood that any indemnified Loss that is equal to or less than the De Minimis Threshold shall not be deemed to be an indemnifiable Loss or count toward the Indemnification Threshold). In no event shall Losses that count toward the Special Deductible also count toward the Indemnification Threshold and vice-versa. No claim for indemnification may be asserted in respect of indemnified Losses pursuant to Section 7.2(a)(i) except to the extent that the aggregate claims for Damages dollar value of each such Loss exceeds the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) threshold set forth on Schedule 7.6(a)-2 (the “De Minimis Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, provided that, if the aggregate for purposes of all claims for Damages equals this determination, a “claim” will be deemed to arise from a single circumstance or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount a collection of any Damages payable circumstances based on similar facts that give rise to a Buyer Indemnified Party single claim or a Sellers Indemnified Party hereundercause of action, the amount whether or not such cause of the Damages (i) shall not be duplicative of action is pursued in any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XIcourt proceeding. Notwithstanding anything to the contrary hereinin this Agreement, neither the Indemnification Threshold limitation nor the De Minimis Threshold limitation shall apply in any manner whatsoever to any breach of the Company Fundamental Reps or in instances of willful breach, fraud or intentional misrepresentation by such Party. (b) The Parent Indemnified Persons shall not be entitled to indemnification in respect of indemnified Losses related to the Special Indemnity Matters under Sections 7.2(a)(iii), 7.2(a)(iv), 7.2(a)(v) or 7.2(a)(vi) unless and until such indemnified Losses exceed, in the aggregate, the threshold set forth on Schedule 7.6(b) (the “Special Deductible”) and then only to the extent of any such excess. All Unitholder Transaction Expenses paid by Parent at Closing pursuant to Section 1.11 shall be counted toward the Special Deductible and, if the Buyer Indemnified Parties such Unitholder Transaction Expenses paid by Parent at Closing are seeking, equal to or are entitled to seek, indemnification from any in excess of the Indemnifying Parties Special Deductible (which, for Damages due the avoidance of doubt, they shall be if there shall exist any Pro Rated Excess Unitholder Transaction Expenses), shall fully satisfy the Special Deductible. In no event shall Losses related to the Special Indemnity Matters that count against the Special Deductible also count toward the Indemnification Threshold and vice-versa. (c) Parent shall have no obligation to indemnify Unitholder Indemnified Persons in respect of indemnified Losses pursuant to Section 7.3(a) unless such indemnified Losses exceed, in the aggregate, the Indemnification Threshold. Notwithstanding anything to the contrary in this Agreement, the Indemnification Threshold limitation shall not apply in any manner whatsoever to any breach of a representation or warranty contained in Sections 3.1 (Organization; Qualification and Power; Enforceability; Noncontravention), 3.2 (Capitalization and Related Matters) or 3.5 (Brokers; Finders) (the “Parent Fundamental Reps”) or in instances of willful breach, fraud or intentional misrepresentation by such Party. (d) The aggregate amount of Losses that may be recovered by the Parent Indemnified Persons from and after the Closing (i) under Section 7.2(a)(i) for any matter other than a breach of a Company Fundamental Rep or Section 2.9(a) shall not exceed the Partnership’s or Sellers’ fraud or willful misconduct, Indemnification Escrow Amount (the “Parent Cap”) or (ii) under Section 7.2(a)(i) with respect to a breach of a Company Fundamental Rep or Section 2.9(a), or pursuant to Section 7.2(a)(iii), 7.2(a)(iv), 7.2(a)(v), 7.2(a)(vi) or 7.2(a)(vii) in respect of a Special Indemnity Matter (each a “Parent Cap Carveout Matter”) shall not exceed the Excluded Liabilities Parent Cap plus the Adjustable Earnout Setoff Amount (as such Adjustable Earnout Setoff Amount may be reduced in accordance with Section 7.2(b)) (the “Parent Special Matters Cap”). For purposes of clarity, any Losses recovered by a Parent Indemnified Person in respect of the matters subject to the Parent Cap shall count toward the Parent Special Matters Cap but Losses that count toward the Parent Special Matters Cap shall not count toward the Parent Cap. Notwithstanding the first sentence of this Section 7.6(d), neither the Parent Cap nor the Parent Special Matters Cap shall apply in instances of willful breach, fraud or Excluded Assetsintentional misrepresentation. In addition, neither the Parent Cap nor the Parent Special Matters Cap shall apply to indemnification rights under or pursuant to Section 7.2(a)(ii), and it is agreed that the Parent Indemnified Persons shall have the right, in addition to any other remedies that may be available to any Parent Indemnified Person (including Parent) under the terms of this Agreement, to set-off against the Earnout Consideration in full with respect to such indemnification rights. (e) The aggregate amount of indemnified Losses that may be recovered by the Unitholder Indemnified Persons from and after the Closing (i) under Section 7.3(a) for any matter other than a breach of a Parent Fundamental Rep shall not exceed the amount set forth on Schedule 7.6(e) (the “Unitholder Cap”) or (ii) under Section 7.3(a) with respect to a breach of a Parent Fundamental Rep (a “Unitholder Cap Carveout Matter”) shall not exceed an amount equal to the Unitholder Cap plus the Adjustable Earnout Setoff Amount (the “Unitholder Special Matters Cap”). For purposes of clarity, any Losses recovered by a Unitholder Indemnified Person in respect of the matters subject to the Unitholder Cap shall count toward the Unitholder Special Matters Cap but Losses that count toward the Unitholder Special Matters Cap shall not count toward the Unitholder Cap. Notwithstanding the first sentence of this Section 7.6(e), neither the Unitholder Cap nor the Unitholder Special Matters Cap shall apply to the obligations of any Party hereto in instances of willful breach, fraud or intentional misrepresentation by such Party. In addition, neither the Unitholder Cap nor the Unitholder Special Matters Cap shall apply to indemnification rights under or pursuant to Section 7.3(b). (f) Notwithstanding any provision of this Agreement to the contrary, the Cap obligations to indemnify the Parent Indemnified Persons in respect of the Special Indemnity Matters pursuant to Section 7.2(a)(iii), 7.2(a)(iv), 7.2(a)(v) and 7.2(a)(vi) shall expire and be of no further force and effect on the date that is 36 months following the Closing Date and the Threshold obligations to indemnify the Parent Indemnified Persons in respect of the Special Indemnity Matters pursuant to Section 7.2(a)(vii) shall expire and be of no further force and effect on the date that is 30 days after the expiration of the applicable statute of limitations with respect to the matters addressed therein (including any extensions or tollings thereof). (g) Notwithstanding any provision of this Agreement to the contrary, but subject to the rights of Parent as contained in Section 1.12(c), Section 7.6(d) or Section 9.7(b), from and after the Closing the Parent Indemnified Persons shall first recover any Losses from the Indemnification Escrow Account before exercising their right of setoff (only up to the amount of the Adjustable Earnout Setoff Amount, if any, except as otherwise set forth in this Agreement, including in Section 1.12(c), Section 7.6(d) or Section 9.7(b)) against the Earnout Consideration payable pursuant to this Agreement or making any claim for Losses against any Unitholder individually on a several, not be applicable tojoint, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimbasis.

Limitations on Indemnity. No Buyer Notwithstanding anything to the contrary contained in this Agreement, (a) Seller shall not be required to indemnify and hold harmless any REI Indemnified Party pursuant to SECTION 12.01 unless the REI Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in SECTION 12.08. (b) The amounts for which Seller shall seek, or be entitled to, liable under SECTION 12.01 shall be net of (i) any insurance payable to REI Indemnified Parties in connection with the facts giving rise to the right of indemnification from and (ii) any related Tax benefits received by any of the Indemnifying REI Indemnified Parties. (c) REI Indemnified Parties pursuant to Section 11.2(a) may not make any claim hereunder for punitive damages, except REI Indemnified Parties may make a claim under this Purchase Agreement for punitive damages constituting Indemnity Losses payable by the Company or an REI Indemnified Party for a third party claim to the extent (i) such third party has been awarded specified punitive damages in respect to such claim and (ii) such punitive damages are based on events or conduct of the Company, the Seller or their respective officers, directors, trustees or Affiliates prior to the Closing. (d) Except with respect to a breach of the representations and warranties in SECTIONS 5.01, 5.02, 5.03, 5.04, 5.05, 5.07 and 5.08, Seller shall not be required to indemnify and hold harmless the REI Indemnified Parties until the aggregate claims amount of Indemnity Losses exceeds an amount equal to $150,000, after which Seller shall be obligated to indemnify the REI Indemnified Parties for Damages Indemnity Losses in excess of such amount. (e) Except with respect to a breach of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (representations and warranties in SECTIONS 5.01, 5.02, 5.03, 5.04, 5.05, 5.07 and 5.08, the “Threshold”) or cumulative indemnification obligation of Seller under SECTION 12.01 shall in no event exceed an amount equal to Five Million Dollars ($5,000,000) (50% of the “Cap”); providedAggregate Purchase Price. With respect to a breach of the representations and warranties in ARTICLE V, that, if the aggregate cumulative indemnification obligation of all claims for Damages equals or exceeds the Threshold, then Buyer Seller under SECTION 12.01 shall be entitled to recover for Damages subject in no event exceed an amount equal to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimAggregate Purchase Price.

Limitations on Indemnity. No Buyer Indemnified Party shall seekand Seller agree, or be entitled tofor themselves and on behalf of Buyer Indemnitees and Seller Indemnitees: (a) Notwithstanding anything in this Agreement to the contrary, indemnification from any the liability of the Indemnifying Parties pursuant Party to Section 11.2(a) indemnify the Indemnified Party against any Losses shall be limited to claims with respect to which the Indemnified Party has given to the extent Indemnifying Party written notice thereof at or prior to the applicable survival date, if any, in accordance with Section 9.1. (b) Seller shall not be liable to Buyer Indemnitees for any Losses with respect to the matters contained in Section 9.2(a) until such time as the aggregate claims for Damages of all Losses with respect to the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (matters contained in Section 9.2(a) exceeds $500,000) 175,000 (the “Indemnity Threshold”) or exceed ), in which event Seller shall be liable for all Losses in excess of the Indemnity Threshold up to an amount equal to Five Million Dollars ($5,000,000) 175,000 (the “Cap”); provided. Subject to Section 9.7, that, if the aggregate monetary liability of Seller in respect of all claims for Damages equals or exceeds breach of the Threshold, then Buyer Group Companies Fundamental Representations and indemnification pursuant to Section 9.2(b) shall be entitled to recover the Purchase Price. For clarity, it is understood and agreed that the sole recourse of a Buyer Indemnitee for Damages subject Losses suffered under Section 9.2(a), other than for a breach of a Group Company Fundamental Representation, shall be recovery from the R&W Policy. Subject to the limitations set forth in this Article 9, the order of recourse with respect to indemnification for Losses suffered by a Buyer Indemnitee under Section 11.6 only 9.2(a) for a breach of a Group Company Fundamental Representation shall be first recovered directly from the R&W Policy, up to the R&W Policy Limit, and then to the extent that such Damages exceed Loss has not been fully recovered under the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunderR&W Policy, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XISeller. Notwithstanding anything to the contrary set forth herein, if the Indemnity Threshold and the Cap will not apply to the obligations of Seller to indemnify Buyer Indemnitees for (A) any breach of the Group Companies Fundamental Representations, (B) any claims for indemnification pursuant to Section 9.2(b) or Section 9.2(c) or (C) any claims brought on the basis of fraud. Nothing in this Article 9 will be deemed to limit or prohibit any rights of Buyer Indemnitees as against any insurer under the R&W Policy. (c) Buyer shall not be liable to Seller Indemnitees for any Losses with respect to the matters contained in Section 9.3(a) until such time as the aggregate of all Losses with respect to matters contained in Section 9.3(a) exceeds the Indemnity Threshold, and in which event Buyer shall be liable for all Losses in excess of the Indemnity Threshold. Notwithstanding the foregoing, the Indemnity Threshold shall not apply to any breach of the Buyer Indemnified Parties Fundamental Representations. Subject to Section 9.7, the aggregate monetary liability of Buyer in respect of all claims for indemnification pursuant to Section 9.3(a), other than with respect to a breach of a Buyer Fundamental Representation, will not exceed ten percent (10%) of the Purchase Price. Subject to Section 9.7, the aggregate monetary liability of Buyer in respect of all claims for indemnification pursuant to Section 9.3(b) shall be equal to the Purchase Price. Notwithstanding anything to the contrary set forth herein, the Indemnity Threshold and the aforementioned limitation on liability for breach by Buyer of representations and warranties that are seekingnot Buyer Fundamental Representations will not apply to the obligations of Buyer to indemnify Seller Indemnitees for (A) any breach of the Buyer Fundamental Representations, (B) any claims for indemnification pursuant to Section 9.3(b) or Section 9.3(c), or are entitled (C) any claims brought on the basis of fraud. (d) With respect to seekeach indemnification obligation in this Agreement, indemnification from any of the Indemnifying Parties for Damages due to (i) in no event shall an Indemnifying Party have liability to the Partnership’s Indemnified Party for any punitive, incidental, consequential, special or Sellers’ fraud indirect damages, including loss of future revenue or willful misconductincome, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except if and to the extent any such damages are recovered against an Indemnified Party pursuant to a Third Party Claim by a Governmental Authority of competent jurisdiction, and (ii) the Excluded Liabilities parties shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price for Tax reporting and all other applicable purposes. (e) For purposes of this Article 9, any Material Adverse Effect, materiality and similar qualifiers contained in or Excluded Assets, otherwise applicable to any representations and warranties set forth this Agreement (other than those representations and warranties set forth in Section 2.6(a) and Section 2.6(b) and any representations and warranties requiring a list of items to be disclosed based on materiality qualifications) shall be ignored for the Cap purpose of determining whether there exists or has occurred any inaccuracy in or breach of such representation or warranty and for the Threshold purpose of calculating the amount of applicable Losses resulting from such inaccuracy or breach. (f) The parties hereto shall not take and cause their respective Affiliates to take all commercially reasonable steps to mitigate any Losses upon becoming aware of any event or circumstance which would reasonably be applicable expected to, or otherwise limit a Buyer Indemnified Party’s recovery fordoes, such claimgive rise thereto.

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if contained in this Agreement: (a) Sellers shall have no liability or obligation to Purchaser (or any other Indemnitee) with respect to claims made pursuant to Section 15.1(b) to the Buyer Indemnified Parties extent that Losses under that Section in the aggregate are seeking, equal to or are entitled to seek, indemnification from any less than three percent (3%) of the Indemnifying Parties Initial Purchase Price (the "Threshold"), and thereafter only to the extent that such Losses exceed the Threshold; provided, however, that (A) in no event shall Sellers' aggregate liability or obligation for Damages due Losses (other than Losses covered by Sections 15.1(a), 15.1(c) and 15.1(d)) exceed thirty-five percent (35%) of the Initial Purchase Price (the "Cap"), and (B) in no event shall Sellers have any liability or obligation with respect to any individual claim (or group of related claims or claims having a similar factual basis) made under Section 15.1(b) unless the Losses claimed thereunder exceed one hundred fifty thousand dollars ($150,000) (each such claim a "De Minimis Claim" and, together, the "De Minimis Claims"). For the avoidance of doubt no De Minimis Claims shall be applied against the Threshold. (b) Sellers shall have no liability or obligation to Purchaser (or any other Indemnitee) with respect to claims made pursuant to Section 15.1(b) unless Sellers have received notice of such claim (describing the claim in reasonable detail, the amount thereof with reasonable certainty, and the basis thereof) within the applicable survival period set forth in Section 15.3. (c) Sellers shall have no liability or obligation to Purchaser for any Loss to the extent the liability attributable to such Loss is reflected or reserved for on the Final Closing Net Working Capital Statement determined pursuant to Section 3.2 (and such Loss shall not be included as a Loss for purposes of the Threshold or the Cap). (d) Purchaser shall have no liability or obligation to any Seller (or any other Indemnitee) with respect to claims made pursuant to Section 15.2(b) to the extent that Losses under that Section in the aggregate are equal to or less than the Threshold, and thereafter only to the extent that such Losses exceed the Threshold; provided, however, that (A) in no event shall Purchaser's aggregate liability or obligation for Losses (other than Losses covered by Sections 15.2(a), 15.2(c) and 15.2(d)) exceed the Cap, and (B) in no event shall Purchaser have any liability or obligation with respect to any individual claim (or group of related claims or claims having a similar factual basis) made under Section 15.2(b) unless the Losses claimed thereunder exceed a De Minimis Claim. For the avoidance of doubt no De Minimis Claims shall be applied against the Threshold. (e) Purchaser shall have no liability or obligation to any Seller (or any other Indemnitee) with respect to claims made pursuant to Section 15.2(b) unless Purchaser has received notice of such claim (describing the claim in reasonable detail, the amount thereof with reasonable certainty and the basis thereof) within the applicable survival period set forth in Section 15.3. (f) Upon payment of any amount pursuant to any claim for indemnification hereunder, the Indemnitor shall be subrogated, to the extent of such payment, to all of the Indemnitee's rights of recovery against any third party with respect to the matters to which such claim relates. (g) Any amounts payable by an Indemnitor pursuant to Sections 15.1 or 15.2 (and any amounts applied towards the Threshold) shall be reduced by (i) the Partnership’s or Sellers’ fraud or willful misconduct, or any related insurance recoveries net of any costs incurred for such recovery and any retrospective rate increase resulting therefrom and (ii) any payments from third parties who are not Affiliates of the Excluded Liabilities indemnified party. (h) The amount of any Loss shall be determined without duplication or Excluded Assetsdouble counting of the same Loss under Sections 15.1(a), 15.1(b), 15.1(c) and 15.1(d), if applicable, in the case of indemnification by Sellers, and under Sections 15.2(a), 15.2(b), 15.2(c) and 15.2(d), if applicable, in the case of indemnification by Purchaser. With respect to claims made pursuant to Sections 15.1(b) and 15.2(b), the Cap amount of any Loss shall be determined without giving effect to any Material Adverse Effect or other materiality qualification or similar qualification contained or incorporated directly or indirectly in any representation or warranty contained in Article 6 or Article 7. In making any determination as to whether there exists a valid claim under Section 15.1(b) or Section 15.2(b), Material Adverse Effect or other materiality qualification or similar qualification contained or incorporated directly or indirectly in any representation or warranty contained in Article 6 or Article 7 (except for the use of the term material in the definition of Material Contract) shall be disregarded and the Threshold amount recoverable pursuant to such claim shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimsubject only to the limitations provided in this Section 15.

Limitations on Indemnity. No Buyer (a) If the Investor or one of its directors, officers or employees (the "Indemnified Party") shall become aware of any claim, demand, proceeding or other matter (a "Claim") in respect of which the Corporation (the "Indemnifying Party") agreed to indemnify the Indemnified Party pursuant to Section 4.3, the Indemnified Party shall seek, or be entitled to, indemnification from any of promptly give written notice thereof to the Indemnifying Parties pursuant to Section 11.2(a) Party. Such notice shall specify with reasonable particularity (to the extent that the aggregate claims information is available) the factual basis for Damages the Claim and the amount of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, thatClaim, if known. If, through the aggregate fault of all claims for Damages equals or exceeds the ThresholdIndemnified Party, then Buyer the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to recover for Damages subject to set off against the limitations in this Section 11.6 only to amount claimed by the extent such Damages exceed the Threshold. In calculating Indemnified Party the amount of any Damages payable incurred by the Indemnifying Party resulting from the Indemnified Party's failure to give such notice on a Buyer timely basis. (b) Following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as is considered necessary or a Sellers desirable. For the purpose of such investigation, the Indemnified Party hereundershall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request and as is reasonably available to the Indemnified Party. If both parties agree at or prior to the expiration of such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Damages (i) shall not be duplicative of any other Damage for Claim, failing which an indemnification claim has been made and (ii) the matter shall be computed net referred to binding arbitration in such manner as the parties may agree or shall be determined by a court of any amounts actually recovered competent jurisdiction. (c) No Claim shall be made pursuant to Section 4.3 until the aggregate Damages suffered or incurred by such all Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Parties exceed $300,000, at which time the Indemnified Party for a claim and subsequently insurance proceeds Parties may make Claims in respect of all such claim is collected by Damages, including the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds first $300,000. (net of any costs and expenses incurred in obtaining such insurance proceedsd) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any maximum liability of the Indemnifying Parties for Damages due Corporation pursuant to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold Section 4.3 shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimexceed $3,000,000.

Limitations on Indemnity. No 16.5.1 Notwithstanding anything to the contrary contained in this Agreement, neither the Buyer Indemnified Party on the one band nor the Seller or Xxxxxx on the other shall seekhave any liability or obligation to the other for the inaccuracy or breach of any representation, warranty, covenant or be entitled to, indemnification from any agreement of the Indemnifying Parties pursuant to Section 11.2(a) such other party made in this Agreement except to the extent that the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five such other party's Losses from such inaccuracies or breaches exceed One Hundred Thousand Dollars ($500,000100,000) (the “Threshold”"Threshold Amount") or exceed an amount equal to Five Million Dollars in the aggregate, in which event the party so liable shall then be liable only for all such Losses, including the sums constituting the Threshold Amount. Any claim for indemnification must be made within eighteen ($5,000,00018) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount months of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Closing. 16.5.2 Notwithstanding anything to the contrary hereincontained in this Agreement, if (1) the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any liability of each of the Indemnifying Parties for Damages due Seller and Xxxxxx under Section 16.1.1 with respect to any Loss shall be limited to an amount of such Loss equal to his respective Applicable Percentage (ias defined in the Letter Agreement) the Partnership’s or Sellers’ fraud or willful misconduct, or of such Loss and (ii) the Excluded Liabilities aggregate liability of each of the Seller and Xxxxxx under this Article 16 shall not exceed the product of his respective Applicable Percentage and the Fixed Payment. 16.5.3 The amount of any Loss for which indemnification is provided under this Article 16 shall be net of any amounts recovered or Excluded Assetsrecoverable by the Indemnified Party (as defined below) under insurance policies with respect to such Loss and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the Cap and Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the Threshold shall not be applicable to, receipt of any indemnity payment hereunder or otherwise limit a Buyer Indemnified Party’s recovery for, such claimthe incurrence or payment of any indemnified Loss.

Limitations on Indemnity. No Buyer (a) From and after the Closing, the Parent Indemnified Party Persons shall seek, or not be entitled to, to indemnification from in respect of any of the Indemnifying Parties Indemnified Losses pursuant to (i) Section 11.2(a8.2(a)(i) unless and until such Indemnified Losses exceed $1,000,000 in the aggregate (the “Indemnification Threshold”), but thereafter shall be entitled to indemnification in respect of all such Indemnified Losses to the full extent thereof (including the first $1,000,000 of such Indemnified Losses); provided, however, the Indemnification Threshold limitation shall not apply in any manner whatsoever to the extent the aggregate claims for Damages breach results from fraud, and (ii) the Parent Indemnified Persons shall not be entitled to indemnification in respect of any Indemnified Losses pursuant to Section 8.2(a)(viii) unless and until such Indemnified Losses exceed $100,000 in the aggregate, at which time the Parent Indemnified Persons shall be entitled to indemnification in respect of all Indemnified Losses pursuant to Section 8.2(a)(viii) in excess of the Buyer first $100,000 of such Indemnified Parties are less than Five Hundred Thousand Dollars Losses. (b) From and after the Closing, Parent shall have no obligation to indemnify Stockholder Indemnified Persons in respect of Indemnified Losses pursuant to Section 8.3(a) unless and until such Indemnified Losses exceed the Indemnification Threshold, but thereafter shall be entitled to indemnification in respect of all such Indemnified Losses to the full extent thereof (including the first $500,0001,000,000 of such Indemnified Losses). (c) (From and after the “Threshold”Closing, the aggregate amount of Indemnified Losses that may be recovered by the Parent Indemnified Persons under Sections 8.2(a)(i) or and 8.2(a)(viii) shall not exceed an amount equal to Five Million Dollars ($5,000,000) 16,000,000 (the “Cap”); provided, thathowever, if that notwithstanding the foregoing, (i) the Cap shall not apply to the aggregate amount of all claims Indemnified Losses that may be recovered by the Parent Indemnified Persons for Damages equals any breach of any representation or exceeds warranty made by the ThresholdCompany in Section 2.14 (Intellectual Property), then Buyer which shall be entitled to recover for Damages subject to a separate cap of $16,000,000, (ii) the limitations aggregate amount of Indemnified Losses that may be recovered by the Parent Indemnified Persons for any breach of Section 2.3 (Capitalization and Related Matters), Section 2.8 (Taxes) hereof shall be the Merger Consideration actually received by the Stockholders, and (iii) neither the Cap nor any other limitation set forth in this Section 11.6 only 8.6(c) shall apply in any manner whatsoever to Indemnified Losses resulting from or arising out of fraud. (d) From and after the Closing, the aggregate amount of Indemnified Losses that may be recovered by the Stockholder Indemnified Persons under Section 8.3(a) shall not exceed $16,000,000; provided, however, such limitation shall not apply in any manner whatsoever to the extent such Damages exceed the Threshold. In calculating breach results from fraud. (e) The Stockholders shall not have any claim for contribution from or against the amount Surviving Company as a result of any Damages payable indemnification or other payments made by any of the Stockholders to any of the Parent Indemnified Persons pursuant to this Agreement. (f) No information or knowledge acquired, or investigations conducted, by Parent or its representatives, of the Company or otherwise, shall in any way limit, or constitute a Buyer Indemnified Party waiver of, or a Sellers defense to, any claim for indemnification by Parent or any Parent Indemnified Party hereunderPerson under this Agreement; provided, the amount of the Damages however, that (i) to the extent that prior to the Closing, in a writing referencing this Section 8.6(f) provided by the General Counsel of Parent to the Chief Executive Officer of the Company, the General Counsel agrees that any specified item of information or knowledge shall not be duplicative of any other Damage for which an indemnification claim has been made constitute such a limitation, waiver or defense, then such agreement shall constitute such a limitation, waiver or defense, and (ii) to the extent that any item of information specifically set forth in a Disclosure Schedule qualifies a particular representation and warranty and results in the Company’s not being in breach of such representation and warranty, then unless otherwise provided in such Disclosure Schedule, such item shall constitute such a limitation, waiver or defense with respect to any such claim for indemnification based on such representation and warranty. In addition, to the extent that prior to the Closing, in a writing provided by the General Counsel of Parent to the Chief Executive Officer of the Company, the General Counsel consents to any specified instance of non- performance by the Company of a covenant of the Company under this Agreement, then such consent shall constitute a waiver of, or a defense to, any claim for indemnification by Parent or any Parent Indemnified Person under this Agreement with respect to any claim for indemnification based on such non-performance of the covenant. Notwithstanding the foregoing, nothing in this Section 8.6(f) shall have any effect on any claim for indemnification under Sections 8.2(a)(iii) through (viii) hereof. (g) The amount of any Losses claimed by any Indemnified Person hereunder shall be computed (i) net of any Tax savings or Tax detriments when and as actually recognized in cash by any Indemnified Person that is attributable to such Losses, and (ii) net of any amounts actually recovered under insurance policies maintained by Parent or the Company; provided, that any increased insurance premiums and other costs resulting therefrom, together with costs incurred in making, seeking and pursuing such Indemnified Party under any insurance policy claim and obtaining recovery, shall be Losses hereunder. (h) Parent and the Representative shall cooperate with each other and act in good faith with respect to such Damages resolving any claim for indemnification hereunder. (net of i) In connection with any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays Losses for which an Indemnified Party for a claim and subsequently insurance proceeds Person may seek indemnification under this Section 8.6, such Indemnified Person will in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall its reasonable discretion use its commercially reasonable efforts to obtain from seek full recovery under available insurance coverage; provided, however, that the Indemnified Person shall have no obligation to first submit or to collect upon any applicable insurance company coverage as a precondition to making a claim for indemnification hereunder or obtaining indemnification for Losses therefor, and the Parties hereto agree, without limiting any other rights any Indemnifying Party may have against any Indemnified Person, not to delay in any manner the payment to any Indemnified Person of such indemnification based on the Indemnified Person’s failure to have sought insurance proceeds in respect of coverage at the time any such claim is made. If the Indemnified Person receives any such amounts subsequent to an indemnification payment by the Indemnifying Party (for which the indemnified Losses were not reduced by such amounts), the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything Person will pay over to the contrary hereinIndemnifying Party (which, if in the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any case of the Indemnifying Parties for Damages due Stockholders will be the Escrow Agent (to the extent that (i) amounts have been paid to Parent out of the Partnership’s or Sellers’ fraud or willful misconduct, or Escrow Account and (ii) the Excluded Liabilities Escrow Agreement remains in effect) or Excluded Assets, the Cap and Representative) the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, amounts of such claiminsurance payments promptly after they are actually recovered.

Limitations on Indemnity. No Buyer GLP Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties Xxxx Parent pursuant to Section 11.2(a6.2(a) (other than with respect to a breach of the extent Liabilities Representations) unless the aggregate claims for Damages of the Buyer GLP Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000for which indemnification is sought pursuant to Section 6.2(a) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy than with respect to a breach of the Liabilities Representations) exceed five hundred seventy thousand dollars ($570,000), in which event Xxxx Parent shall be liable for all such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect excess of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XIamount. Notwithstanding anything to the contrary set forth herein, the GLP Indemnified Parties’ aggregate recovery against Xxxx Parent in connection with claims made pursuant to Section 6.2(a) (other than with respect to a breach of the Liabilities Representations) shall not exceed two million eight hundred fifty thousand dollars ($2,850,000); provided, however, notwithstanding anything to the contrary herein, in no event and under no circumstances shall the foregoing be interpreted as a limit on Xxxx Tenant’s liability for any matters under the Lease. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, if and to the Buyer extent the Lease (a) provides for the right of any GLP Indemnified Parties are seekingto be indemnified or reimbursed by Tenant for any and all Damages for which Xxxx Parent is otherwise obligated to indemnify such GLP Indemnified Parties pursuant to the indemnity set forth in Section 6.2 (the “Xxxx Parent Indemnity”), and/or (b) the Lease provides that Tenant bears liability, responsibility, and remedial obligations for any Damages for which Xxxx Parent is otherwise obligated to indemnify such GLP Indemnified Parties pursuant to the Xxxx Parent Indemnity, then the applicable provisions of the Lease shall control and such GLP Indemnified Parties shall be prohibited from pursuing any indemnification right under the Xxxx Parent Indemnity or other remedies under this Agreement that relate in any way to such Damages, it being acknowledged and agreed by GLP and Xxxx Parent that the Lease does not provide for the right of any GLP Indemnified Parties to be indemnified or reimbursed by Tenant, or are entitled for Tenant to seekbear any liability, indemnification from any of the Indemnifying Parties responsibility, and/or remedial obligations, for Damages due which may arise pursuant to the Xxxx Parent Indemnity for a breach of any representations and warranties set forth in Sections 4.9, 4.10, 4.11 (other than representations relating to (i) the Partnership’s or Sellers’ fraud or willful misconduct, Property or (ii) any Taxes or Tax Returns relating to or in respect of the Excluded Liabilities or Excluded AssetsProperty), the Cap and the Threshold shall not be applicable to4.12, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimand/or 4.14.

Limitations on Indemnity. No Buyer (a) From and after the Closing, the Parent Indemnified Party Persons shall seek, or not be entitled to, to indemnification from in respect of any of the Indemnifying Parties Indemnified Losses pursuant to Section 11.2(a8.2(a)(i) resulting from or arising out of breaches of the representations and warranties contained in Article 2 of this Agreement unless and until such Indemnified Losses exceed $750,000 in the aggregate (the “Indemnification Threshold”) at which point the Parent Indemnified Persons shall be entitled to indemnification in respect of all such Indemnified Losses relating back to the first dollar; provided, however, the Indemnification Threshold limitation shall not apply in any manner whatsoever to the extent the breach results from fraud, willful misconduct or intentional misrepresentation. (b) From and after the Closing, Parent shall have no obligation to indemnify Securityholder Indemnified Persons in respect of Indemnified Losses pursuant to Section 8.3(a) unless and until such Indemnified Losses exceed the Indemnification Threshold at which point the Parent Indemnified Persons shall be entitled to indemnification in respect of all such Indemnified Losses relating back to the first dollar. (c) From and after the Closing, the aggregate claims for Damages amount of Indemnified Losses that may be recovered by the Buyer Parent Indemnified Parties are less than Five Hundred Thousand Dollars (Persons under Section 8.2(a)(i) shall not exceed $500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) 28,500,000 (the “Cap”); provided, thathowever, if that notwithstanding the aggregate of all claims for Damages equals or exceeds the Thresholdforegoing, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s Cap shall not apply to the aggregate amount of Indemnified Losses that may be recovered by the Parent Indemnified Persons for any breach of any representation or Sellers’ warranty made by the Company in Section 2.14 (Intellectual Property), which shall be subject to a cap of $38,000,000, (ii) the Cap shall not apply to the aggregate amount of Indemnified Losses that may be recovered by the Parent Indemnified Persons for any breach of any representation or warranty made by the Company in Section 2.1 (Organization, Qualification and Power), Section 2.2 (Subsidiaries), Section 2.3 (Capitalization and Related Matters), Section 2.4 (Enforceability; Noncontravention), Section 2.8 (Taxes), and the representations and warranties of the Securityholders under Section 3.1 (which are made pursuant to the Side Agreements, Letters of Transmittal and Option Cancellation Agreements) (collectively, the “Fundamental Reps”) and intentional misrepresentation, which shall be subject to a cap of the Merger Consideration, and (iii) the Cap shall not apply in any manner whatsoever to the extent the breach results from fraud or willful misconduct. The indemnity payments for breaches of the representations and warranties shall first be recovered by the Parent Indemnified Persons from any available balance in the Escrow Account. (d) From and after the Closing, the aggregate amount of Indemnified Losses that may be recovered by the Parent Indemnified Persons under Section 8.2(c) shall not exceed the aggregate amount of Merger Consideration paid or payable to such Significant Securityholder; provided, however, such limitation shall not apply in any manner whatsoever to the extent the breach results from fraud, willful misconduct or intentional misrepresentation. (e) From and after the Closing, the aggregate amount of Indemnified Losses that may be recovered by the Securityholder Indemnified Persons under Section 8.3(a) shall not exceed the Cap. (f) The Securityholders shall not have any claim for contribution from or against the Surviving Company as a result of any indemnification or other payments made by any of the Securityholders to any of the Parent Indemnified Persons pursuant to this Agreement. (g) No information or knowledge acquired, or investigations conducted, by Parent or its representatives, of the Company or any of its Subsidiaries or otherwise, shall in any way limit, or constitute a waiver of, or a defense to, any claim for indemnification by Parent or any Parent Indemnified Person under this Agreement. (iih) The amount of any Losses claimed by any Indemnified Person hereunder shall be reduced by any Tax benefits (net of Tax costs) when and as actually recognized in cash (assuming such Tax items are recognized on January 1 of the Excluded Liabilities year in which such Tax items are taken into account) or Excluded Assetssavings recognizable by any Indemnified Person that are attributable to such Losses. In the event this Section 8.6(h) applies to multiple Tax years, the Cap and Parties shall negotiate in good faith to determine the Threshold shall not be applicable to, or otherwise limit net Losses payable in a Buyer Indemnified Party’s recovery for, such claimlump sum.

Limitations on Indemnity. No Buyer Indemnified Party shall seekand Seller agree, or be entitled tofor themselves and on behalf of Buyer Indemnitees and Seller Indemnitees: (a) Notwithstanding anything in this Agreement to the contrary, indemnification from any the liability of the Indemnifying Parties pursuant Party to Section 11.2(a) indemnify the Indemnified Party against any Losses shall be limited to claims with respect to which the Indemnified Party has given to the extent Indemnifying Party written notice thereof at or prior to the applicable survival date, if any, in accordance with Section 9.1. (b) Seller shall not be liable to Buyer Indemnitees for any Losses with respect to the matters contained in Section 9.2(a) until such time as the aggregate claims for Damages of all Losses with respect to the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (matters contained in Section 9.2 exceeds $500,000) 50,000 (the “Indemnity Threshold”), in which event Seller shall be liable for all Losses in excess of the Indemnity Threshold up to the Indemnity Value. Seller shall not be liable to Buyer Indemnitees for any Losses with respect to the matters contained in Section 9.2(b), Section 9.2(c) or exceed an amount equal Section 9.2(d) until such time as the aggregate of all Losses with respect to Five Million Dollars (the matters contained in Section 9.2 exceeds the Indemnity Threshold, in which event Seller shall be liable for all Losses in excess of the Indemnity Threshold up to $5,000,000) 1,300,000 (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary hereinin this Agreement, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconductaggregate liability of the Seller Indemnifying Parties for all Indemnification Claims under Section 9.2(a) shall not exceed the Indemnity Value, or (ii) the Excluded Liabilities or Excluded Assets, aggregate liability of the Seller Indemnifying Parties for all Indemnification Claims under Section 9.2 shall not exceed the Cap and (iii) the Threshold sole recourse of the Buyer Indemnitees against the Seller Indemnifying Parties with respect to Indemnification Claims shall be limited to recovering the Indemnity Shares in accordance with Section 9.4(d). (c) Buyer shall not be liable to Seller Indemnitees for any Losses with respect to the matters contained in Section 9.3 until such time as the aggregate of all Losses with respect to matters contained in Section 9.3 exceeds the Indemnity Threshold. Subject to Section 9.7, the aggregate monetary liability of Buyer in respect of all claims for indemnification pursuant to Section 9.3 shall be equal to the Cap. (d) With respect to each indemnification obligation in this Agreement, (i) in no event shall an Indemnifying Party have liability to the Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except if and to the extent any such damages are recovered against an Indemnified Party pursuant to a Third Party Claim by a Governmental Authority of competent jurisdiction, and (ii) the parties shall treat any indemnification payment made under this Agreement as an adjustment to the purchase price for Tax reporting and all other applicable purposes to the extent permitted by applicable law. All claims for indemnification by a Buyer Indemnitee for Losses pursuant to this Agreement shall be satisfied solely from the Indemnity Shares. For purposes of determining the number of Indemnity Shares to be used to satisfy a claim for indemnification under this Article 9, the value of one Indemnity Share shall be the greater of (i) the 20-Day Average Price and (ii) the arithmetic average of the closing price of the Parent Stock on each trading day during the twenty consecutive trading days ending the date the claim is resolved. (e) For purposes of this Article 9, any Material Adverse Effect, materiality and similar qualifiers contained in or otherwise applicable to any representations and warranties set forth this Agreement (other than those representations and warranties set forth in Section 2.6(a) and Section 2.6(b) and any representations and warranties requiring a list of items to be disclosed based on materiality qualifications) shall be ignored for the purpose of calculating the amount of applicable Losses resulting from such inaccuracy or breach (it being agreed and understood however that such qualifications will continue to apply, as applicable, to the determination of whether a breach or inaccuracy of representation or warranty has occurred). (f) The parties hereto shall take and cause their respective Affiliates to take all commercially reasonable steps to mitigate any Losses upon becoming aware of any event or circumstance which would reasonably be expected to, or otherwise limit a Buyer Indemnified Party’s recovery fordoes, such claimgive rise thereto.

Limitations on Indemnity. No Buyer An Indemnifying Party shall not have any Liability for indemnification pursuant to Sections 8.2(a), 8.2(c) and 8.3 (only with respect to all matters other than federal and state income Taxes) unless and until the aggregate amount of all Damages which are incurred or suffered by the Indemnified Party as to all Sellers exceeds the Deductible, and in the event the aggregate amount of Damages for which such Indemnified Party is seeking indemnification exceeds the Deductible, such Indemnified Party shall seekbe entitled to recover only the amount of such Damages in excess of the Deductible. Notwithstanding anything to the contrary herein, the Deductible shall not apply to Damages resulting from the breach of Fundamental Representations, breach of the representations contained in Section 4.2 (Organization and Good Standing) or the first sentence of Section 4.8 (Assets). An Indemnifying Party shall not be liable for any Damages, or be entitled to, required to make payments for indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the Sections 8.2 and 8.3, in an aggregate claims for Damages amount in excess of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) 12,000,000 (the “Cap”); provided, that, if . Notwithstanding the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunderforegoing, the amount of the Damages (i) Cap shall not be duplicative apply to Damages resulting from the breach of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XIFundamental Representations. Notwithstanding anything to the contrary herein, if the Buyer an Indemnified Parties are Party is seeking, or are is entitled to seek, indemnification from any of the an Indemnifying Parties Party for Damages due to (i) the Partnershipsuch Indemnifying Party’s Fraud or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded AssetsIntentional and Willful Violation, the Cap limitations in this Section 8.8 (including the Deductible and the Threshold Cap) shall not be applicable to, or otherwise limit a Buyer an Indemnified Party’s recovery for, such claim. For the purpose of this Agreement, “Fraud” shall mean an intentional and willful false statement of fact made by Sellers with actual knowledge of the falsity of such fact for the purpose in inducing Buyer to enter into the Contemplated Transactions and which is relied on by Buyer in entering into the Contemplated Transactions. For the purpose of this Agreement, “Intentional and Willful Violation” means the refusal or failure to perform a covenant under this Agreement, provided the Seller who refuses or fails to perform such covenant had no intention at the time such Seller entered into this Agreement to perform such covenant.

Limitations on Indemnity. Notwithstanding any other provision of this Article VIII, the following limitations and adjustments shall apply to any Claim for indemnification under this Agreement: 8.6.1. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages any Losses under Section 8.3(a) until the aggregate amount of such Losses suffered by all Buyer Indemnified Parties exceeds $50,000, in which case the Buyer Indemnified Parties shall be entitled to recover for all such Losses from the first dollar. Notwithstanding the foregoing, losses arising from a misrepresentation in or breach of the representations and warranties set out in Section 6.3 (Title to Purchased Assets) and Section 6.7 (No Options, etc. to Purchase Assets) and any claims based on fraud or fraudulent or willful misrepresentations shall not be subject to the limitations limitation in this Section 11.6 only 8.6.1 and shall not count towards determining whether the limitation amount in this Section 8.6.1 has been exceeded; 8.6.2. No Seller Indemnified Party shall be entitled to recover for any Losses under Section 8.4(a) until the aggregate amount of such Losses suffered by all Seller Indemnified Parties exceeds $50,000, in which case the Seller Indemnified Parties shall be entitled to recover for all such Losses from the first dollar; 8.6.3. The aggregate liability of Parent and Seller to indemnify the Buyer Indemnified Parties under Section 8.3(a) shall not exceed the amount of the Purchase Price; 8.6.4. The aggregate liability of Buyer to indemnify the Seller Indemnified Parties under Section 8.4(a) shall not exceed fifty percent (50%) of the amount of the Purchase Price. 8.6.5. No Buyer Indemnified Party shall be entitled to indemnification for any Losses under Section 8.3(a) to the extent such Damages exceed the Threshold. In calculating the amount Losses arise out of any Damages payable matter which would otherwise constitute a breach of a representation or warranty herein, which matter was actually known to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount Holdings as of the Damages (i) shall date of this Agreement and would have given Buyer or Holdings the right not be duplicative to proceed with the Closing had Buyer or Holdings elected to exercise such right. As used in this Section 8.6.5, "actually known to Buyer or Holdings" means the current actual knowledge of any other Damage Lxxxx Xxxxxx and Nxxxxxxx Xxxxxx, without the necessity for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, additional investigation or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claiminquiry.

Limitations on Indemnity. No Buyer (a) With the exception of Xxxx Xxxxx and Xxxxx Xxxxxxxxx, the maximum aggregate amount of Damages for which each of the Target Shareholders shall be liable for Parent Indemnity Claims for any untruth, inaccuracy or incorrectness of, or other breach of, any of the representations or warranties of the Target or the Target Shareholders pursuant to this Agreement shall be an amount equal to such Target Shareholder's Pro Rata Indemnification Percentage of the Withheld Cash and the Contingent Consideration, if any (the "Maximum ------- Indemnification Amount"). With respect to Xxxx Xxxxx and Xxxxx Xxxxxxxxx, the ---------------------- maximum aggregate amount of Damages for which each of them shall be liable for Parent Indemnity Claims for any untruth, inaccuracy or incorrectness of, or other breach of, and of the representations or warranties of Target or such Target Shareholder pursuant to this Agreement shall be an amount equal to such Target Shareholder's Pro Rata Indemnification Percentage of the Withheld Cash, the Contingent Consideration, if any, and his share of the amounts payable under Section 10.1(c)(iii) (such aggregate amount, the "Special Indemnifying -------------------- Shareholder Maximum Indemnification Amount"). ------------------------------------------ (b) Except as otherwise provided in the immediately following sentence, no Indemnified Party shall seek, or be entitled to, indemnification from any of Target or the Indemnifying Parties Target Shareholders pursuant to Section 11.2(a10.1(a) until and to --------------- the extent that the aggregate claims for amount of Damages of the Buyer incurred or suffered by all Indemnified Parties are less than Five Hundred Thousand Dollars (under such section exceeds $500,000) 100,000 (the “"Indemnity Threshold”) "), and once the Indemnified Parties ------------------- have incurred or exceed an amount equal to Five Million Dollars ($5,000,000) (suffered aggregate Damages exceeding the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Indemnity Threshold, then Buyer the Indemnified Parties shall be entitled to recover indemnity for the amount of all Parent Indemnity Claims in excess of the Indemnity Threshold. Notwithstanding the foregoing, Damages subject incurred or suffered by the Indemnified Parties in connection with inaccuracies in the representations and warranties set forth in the first sentence of Section 4.1 and in Sections 4.2, 4.3(a), 4.3(b)(i), 4.11, ----------- ------------ ------ --------- ---- 4.14, 5.1 and 5.2 and any breach of the covenants and agreements of Target and ---- --- --- Target Shareholders contained in Sections 7.1, 7.5, 8.6, 8.9, and 8.13 shall be ------------ --- --- --- ---- recoverable regardless of whether the Indemnity Threshold has been exceeded and shall not be taken into account when determining whether the Indemnity Threshold has been satisfied. (c) The indemnification provisions of this Article X shall constitute --------- the sole and exclusive remedy of the Parent and Merger Sub for any inaccuracy, untruth, incompleteness or other breach of any representation, warranty or covenant contained in or made by Target or Target Shareholders pursuant to this Agreement or in any certificates delivered at the Closing in connection with or related to the limitations in consummation of the transactions contemplated by this Section 11.6 only Agreement. (d) The gross amount which the Target Shareholders are liable to, for, or on behalf of the Indemnified Party as Damages shall be reduced by any insurance proceeds actually recovered by or on behalf of such Indemnified Party relating to the Parent Indemnity Claim and Parent agrees to take commercially reasonable actions, up to and including filing a claim for insurance, to collect such proceeds; provided that if there is a dispute with any insurance carrier regarding any such recovery, Parent shall have no obligation to litigate such dispute, but shall reasonably cooperate with the Target Shareholder Representative if the Target Shareholder Representative elects to bring such suit; (e) If the Target Shareholder Representative makes any payment on a Parent Indemnity Claim, the Target Shareholders shall be subrogated, to the extent of such Damages exceed payment to all rights and remedies of the Threshold. In calculating Indemnified Party to any insurance benefits or other claims or benefits of the Indemnified Party with respect to such claim. (f) Any amounts payable in satisfaction of the indemnification obligations of the Target Shareholders under this Article X to or on behalf of --------- any Indemnified Party pursuant to this Agreement shall be reduced by the amount of any Damages payable Tax benefits to a Buyer the Indemnified Party or as a Sellers Indemnified Party hereunder, the amount result of the Damages involved, including any increased deductions, credits or losses of the Indemnified Party. In the case of Tax benefits consisting of depreciation or amortization deductions, the Tax benefit amount will be based on the net present value of such deductions using a discount rate equal to the mid-term applicable federal rate in effect on the day on which the indemnification payments are due. (ig) Notwithstanding any provision made herein to the contrary, no claim for indemnity hereunder may be made for special or punitive damages and any claims for indemnity hereunder for consequential damages, when added together with other damages indemnifiable hereunder, shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred exceed the limitation set forth in obtaining such insurance proceedsSection 10.2(a). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a8.02(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) 1,000,000 (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) 6,000,000 (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then the Buyer Indemnified Parties shall be entitled to recover for Damages subject to the limitations in this Section 11.6 8.06 only to the extent such Damages exceed the Threshold. In calculating Threshold and do not exceed the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XICap. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) Buyer’s, Buyer Sub’s, the PartnershipCompany’s or Sellers’ any Seller’s fraud under common law (as opposed to fraud as defined by Texas Business and Commerce Code Section 27.01) or willful misconduct, misconduct or (ii) breaches of the Excluded Liabilities or Excluded Assetsrepresentations and warranties of the Company in Section 4.02, the Cap Sellers in Section 5.05 or Buyer in Section 6.06 of this Agreement, the limitations in this Section 8.06 (including the Threshold and the Threshold Cap) shall not be applicable to, or otherwise limit a Buyer an Indemnified Party’s recovery for, such claim; provided, that, for breaches of the representations and warranties set forth in clause (ii) above, no Seller’s aggregate obligation to indemnify the Buyer Indemnified Parties shall exceed the product obtained by multiplying $800 by the number of Company Shares sold by such Seller hereunder, no Cashed-Out Holder’s aggregate obligation to indemnify the Buyer Indemnified Parties shall exceed the product obtained by multiplying (A) the difference between $800 and the exercise price of such Cashed-Out Holder’s Cashed-Out Options by (B) the number of Company Shares that were subject to such Cashed-Out Options immediately prior to the Closing, and Buyer and Buyer Sub’s aggregate obligation to indemnify the Seller Indemnified Parties shall not exceed the Purchase Price.

Limitations on Indemnity. No Buyer Indemnified Party (a) Neither Parent nor the Seller shall seek, have any claim for contribution from or be entitled to, against the Company or any Subsidiary as a result of any indemnification from or other payments made by the Seller to any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars Persons pursuant to this Agreement. ($500,000b) (If the “Threshold”) or exceed an amount equal Closing occurs, the indemnification provided in this ARTICLE VIII and Section 6.7 and the right to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer equitable relief provided in Section 9.8 shall be entitled to recover the sole and exclusive remedies for Damages subject any inaccuracy or breach of any representation, warranty, covenant or agreement made by Parent, the Seller, the Company or the Buyer in this Agreement. For all Tax purposes, all amounts payable by one Party in indemnification of the other shall be considered an adjustment to the limitations in this Section 11.6 only Purchase Price, to the extent such Damages exceed the Threshold. In calculating the permitted by applicable law. (c) The amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage Losses for which an indemnification claim has been made and (ii) is provided under this ARTICLE VIII shall be computed net of any amounts actually recovered under insurance policies maintained by an Indemnified Party in effect immediately prior to Closing and applicable to such Indemnified Party under any insurance policy with respect to such Damages (Loss, net of any costs and reasonable expenses incurred by the Indemnified Party in obtaining such insurance proceeds). If an recovery, and the Indemnifying Party pays shall be subrogated, to the extent of such amounts, to any rights which the Indemnified Party may have against any such insurance policies; provided, however, that the Indemnified Party shall have no obligation to first submit or to collect upon any applicable insurance coverage as a precondition to making a claim for indemnification hereunder or obtaining indemnification for Indemnified Losses therefor. To the extent that any insurance payment is actually recovered by an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by after the Indemnified Partiesrelated indemnification payment has been made pursuant to this Agreement, then the Indemnified Party promptly shall remit will pay over to the insurance proceeds (net Indemnifying Party the amounts of any costs and expenses incurred in obtaining such insurance proceeds) payments promptly after they are actually recovered; provided, however, that the Indemnified Party shall not pay over to the Indemnifying Party any such amounts that exceed the related indemnification payment that has been made by the Indemnifying Party pursuant to this Agreement. If permitted under the terms of the applicable insurance policies, in lieu of the foregoing, the Indemnified Party may subrogate or assign its rights to recover under such insurance policies to the Indemnifying Party. For the avoidance of doubt, nothing in this paragraph shall be deemed to construe any self-insured amount or retention as an amount that could be recovered under an insurance policy. (d) The Indemnified Parties shall each use commercially reasonable efforts to obtain from mitigate any applicable insurance company any insurance proceeds in respect of Indemnified Losses associated with any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything ARTICLE VIII after becoming aware of any event that could reasonably be expected to the contrary herein, if give rise to any Indemnified Losses that are indemnifiable or recoverable hereunder. (e) Neither the Buyer Indemnified Parties are seeking, or are nor the Company shall be entitled to seek, indemnification from any of be compensated more than once for the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimsame Loss.

Limitations on Indemnity. No (a) Limitations on Indemnity by the Seller. (i) The Seller shall not be liable to any Buyer Indemnified Party shall seek, or be entitled to, indemnification from Parties in respect of any of the Indemnifying Parties Damages pursuant to Section 11.2(a) to the extent 9.2 until such time as the aggregate claims for amount of all such Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (shall exceed $500,000) 100,000 (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “CapIndemnity Basket”); provided, however, that, if in such event, the aggregate Seller shall be responsible for the entire amount of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed (including the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount initial $100,000). (ii) The aggregate liability of the Damages Seller for indemnification claims under Section 9.2 will be limited to $300,000 (the “Indemnity Cap”). (b) Limitations on Indemnity by the Buyer. (i) The Buyer shall not be duplicative of liable to any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Seller Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim Damages pursuant to Section 9.3 until such time as the aggregate amount of all such Damages shall exceed the Indemnity Basket; provided, however, that, in such event, the Buyer shall be responsible for which the Indemnified Parties seek entire amount of all such Damages (including the initial $100,000). (ii) The aggregate liability of the Buyer for indemnification claims under this Article XISection 9.3 will be limited to the Indemnity Cap. (c) Special, Consequential, Incidental, Punitive and Exemplary Damages. Notwithstanding anything to the contrary set forth herein, if neither the Buyer Indemnified Parties, on the one hand, nor the Seller Indemnified Parties, on the other hand, shall be entitled to indemnification from the Seller or the Buyer, respectively, pursuant to the indemnification provisions of this Article 9 or otherwise, for any special, consequential, incidental, punitive or exemplary damages that may be imposed upon, suffered or incurred by the Buyer Indemnified Parties are seekingor the Seller Indemnified Parties, as the case may be, except as such damages may be required to be paid to a Government Authority or are entitled to seeka third party which is not affiliated with a party to this Agreement. (d) Characterization of Indemnity Payments. Any indemnification payment shall be considered, indemnification from any of to the Indemnifying Parties extent permissible under Law, as adjustments to the Purchase Price for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimTax purposes.

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the an Indemnifying Parties Party pursuant to Section 11.2(a) 6.6 to the extent the aggregate claims for Damages of the Buyer Indemnified Parties Party are less than Five Hundred Thousand Dollars ($500,000) (the “"Threshold”") or exceed an amount equal to Five Million Dollars ($5,000,000) (the “"Cap”"); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer the Indemnified Party shall be entitled to recover for Damages subject to the limitations in this Section 11.6 6.9 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Xxxxxx'x Indemnified Party or a Sellers Coast Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XISection 6.6. Notwithstanding anything to the contrary herein, if (x) the Buyer Xxxxxx'x Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ Coast's fraud or willful misconduct, or (ii) a breach of Section 6.4(q)(ii) by Coast, (iii) the Xxxxxx'x Excluded Liabilities Liabilities, (iv) Section 6.6(a)(ii), Section 6.6(a)(iii), or Excluded AssetsSection 6.6(a)(v), or (y) the Coast Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) Xxxxxx'x fraud or willful misconduct, (ii) a breach of Section 6.3(j)(ii) by Xxxxxx'x, (iii) Section 6.6(b)(ii), Section 6.6(b)(iii), Section 6.6(b)(iv), Section 6.6(b)(v), Section 6.6(b)(vi), or Section 6.6(b)(viii), the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Xxxxxx'x or a Coast Indemnified Party’s 's recovery for, such claim.

Limitations on Indemnity. No Buyer Notwithstanding anything to the contrary contained in this Agreement, (a) Seller shall not be required to indemnify and hold harmless any REI Indemnified Party pursuant to Section 12.01 unless the REI Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.08. (b) The amounts for which Seller shall seek, or be entitled to, liable under Section 12.01 shall be net of (i) any insurance payable to REI Indemnified Parties in connection with the facts giving rise to the right of indemnification from and (ii) any related Tax benefits received by any of the Indemnifying REI Indemnified Parties. (c) REI Indemnified Parties pursuant to Section 11.2(a) may not make any claim hereunder for punitive damages, except REI Indemnified Parties may make a claim under this Purchase Agreement for punitive damages constituting Indemnity Losses payable by the Company or an REI Indemnified Party for a third party claim to the extent (i) such third party has been awarded specified punitive damages in respect to such claim and (ii) such punitive damages are based on events or conduct of the Company, the Seller or their respective officers, directors, trustees or Affiliates prior to the Closing. (d) Except with respect to a breach of the representations and warranties in Sections 5.01, 5.02, 5.03, 5.04, 5.05, 5.07 and 5.08, Seller shall not be required to indemnify and hold harmless the REI Indemnified Parties until the aggregate claims amount of Indemnity Losses exceeds an amount equal to $150,000, after which Seller shall be obligated to indemnify the REI Indemnified Parties for Damages Indemnity Losses in excess of such amount. (e) Except with respect to a breach of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (representations and warranties in Sections 5.01, 5.02, 5.03, 5.04, 5.05, 5.07 and 5.08, the “Threshold”) or cumulative indemnification obligation of Seller under Section 12.01 shall in no event exceed an amount equal to Five Million Dollars ($5,000,000) (50% of the “Cap”); providedAggregate Purchase Price. With respect to a breach of the representations and warranties in Article V, that, if the aggregate cumulative indemnification obligation of all claims for Damages equals or exceeds the Threshold, then Buyer Seller under Section 12.01 shall be entitled to recover for Damages subject in no event exceed an amount equal to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimAggregate Purchase Price.

Limitations on Indemnity. No Buyer Indemnified Party (i) The Company Equityholders shall seek, or not be entitled to, indemnification from any of the Indemnifying Parties liable for Claims made pursuant to Section 11.2(a7.2(a)(i) until the Damages exceed an accumulated total of $100,000; provided, however, that this limitation shall not apply to breaches of the extent Fundamental Representations or in the case of fraud. Once the aggregate claims for amount of Damages exceeds such threshold amount, then the Parent Indemnitees shall have the right to recover all Damages from and including the first dollar of Damages without regard to such threshold. (ii) In no event shall the aggregate liability of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000Company Equityholders for Claims made pursuant to Section 7.2(a)(i) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”)1,700,000; provided, thathowever, if that this limitation shall not apply to breaches of the Fundamental Representations or in the case of fraud. (iii) In no event shall the aggregate liability of all claims the Company Equityholders for Claims made pursuant to Section 7.2(a)(viii) or for breaches of Section 3.22 (Tax Matters) exceed $4,250,000. (iv) No individual Company Equityholder’s aggregate liability for Claims of indemnity under or related to this Agreement or any attachment, Exhibit, Schedule, the Disclosure Schedules, certificate, document or list delivered by the Company, its Representatives or any Company Equityholder pursuant hereto to the Parent Indemnitees shall exceed the total consideration (including any portion of the Escrow Amount and valuing Parent Common Stock at the Price Per Share) actually paid to such Company Equityholder pursuant to this Agreement, except in the case of fraud (in which case recourse shall be sought against the Company Equityholder(s) who committed such fraud). (v) Notwithstanding anything herein to the contrary, any indemnification hereunder for Damages equals or exceeds the Threshold, then Buyer shall be entitled with respect to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages Taxes (i) shall not be duplicative include any losses that arise as a result of any other Damage for which Parent’s actions outside the ordinary course of business, including without limitation an indemnification claim has been made election under Section 338; and (ii) shall not include any corporate-level employment Taxes relating to Company Option payments that arise after the Closing Date or any other payments made pursuant to this Agreement. (vi) The amount of any indemnifiable losses payable under this Article VII shall be computed net of any amounts Tax Benefits actually recovered realized by such Indemnified Party under any insurance policy with respect Person that is entitled to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XIAgreement directly as a result of such indemnifiable loss. Notwithstanding anything to “Tax Benefit” means any Tax refund, Tax credit or other reduction in otherwise required Tax payments actually realized for the contrary herein, if taxable year in which the Buyer Indemnified Parties are seeking, or are indemnified losses were incurred (as such actually realized amount is determined in good faith by such Person that is entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimindemnification).

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a7.2(a)(i) hereof to the extent the aggregate claims for Damages of the Buyer Indemnified Parties for which indemnification is sought pursuant to Section 7.2(a)(i) hereof are less than Five Hundred Thousand Dollars ($500,000) 5,500,000 (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “CapDeductible”); provided, that, if the aggregate of all claims for Damages for which indemnification is sought pursuant to Section 7.2(a)(i) hereof equals or exceeds the ThresholdDeductible, then the Buyer Indemnified Parties shall be entitled to recover for Damages such Damages, subject to the limitations in this Section 11.6 7.6(a), only to the extent such Damages exceed the ThresholdDeductible, but in any event not to exceed the Cap. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Seller’s aggregate liability for all indemnifiable claims for Damages pursuant to Section 7.2(a)(i) exceed an amount equal to $65,000,000 (the “Cap”). Neither the Deductible nor the Cap shall apply to indemnification rights with respect to Actual Fraud or to the Fundamental Representations; and with respect to indemnification pursuant to Section 7.2(a)(i) arising out of breaches or inaccuracies of Section 2.20(a), the Deductible shall equal $500,000. (b) In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Seller Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) up to the amount paid by Indemnifying Party to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. VII. (c) Notwithstanding anything to the contrary hereincontained in this Agreement, if no Buyer Indemnified Party shall be entitled to indemnification with respect to any Taxes for any Post-Closing Tax Period, except to the extent attributable to the inaccuracy of the representations and warranties set forth in Section 2.5(c) or to the extent described in Section 7.2(a)(v)(C). For the avoidance of doubt, this Section 7.6(c) shall not limit the ability of the Buyer Indemnified Parties are seekingto seek indemnification for any interest, penalties or are entitled additions to seek, indemnification from Tax attributable to any Taxes arising in Pre-Closing Tax Periods or the pre-Closing portion of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimStraddle Periods.

Limitations on Indemnity. No (a) Notwithstanding anything to the contrary contained herein, the Company shall not have any liability under Section 10.2 with respect to any Loss until the amount of such Loss that the Buyer Indemnified Party Parties in the aggregate have actually suffered, sustained or become subject to exceeds $1 million (an "Indemnifiable Loss"), in which case the Company shall seekbe obligated to indemnify the Buyer Parties for the full amount of such Indemnifiable Loss relating back to the first dollar of such Indemnifiable Loss, or subject to the Basket and the Cap described below. Any Losses that do not aggregate to the level of an Indemnifiable Loss shall not be entitled to, indemnification from any indemnifiable and shall not count toward satisfaction of the Indemnifying Parties pursuant to Basket and Cap described below. The Company shall not have any liability under Section 11.2(a) to the extent 10.2 unless the aggregate claims of all Indemnifiable Losses for Damages of which the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed Company would, but for this sentence, be liable exceeds an amount equal to Five Million Dollars ($5,000,000) 5 million (the “Cap”"Basket"); provided, that, if in which case the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer Company shall be entitled obligated to recover indemnify the Buyer Parties for Damages subject all Indemnifiable Losses relating back to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XIfirst dollar. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled Company's aggregate liability under Section 10.2 shall in no event exceed $20 million (the "Cap"). (b) The amount of any Loss indemnifiable pursuant to seek, indemnification from any of the Indemnifying Parties for Damages due to Section 10.2 shall be reduced (i) to the Partnership’s or Sellers’ fraud or willful misconductextent any Buyer Party receives any insurance proceeds with respect to such Loss, or (ii) to take into account any net Tax benefit arising from the Excluded Liabilities or Excluded Assetsrecognition of the Loss and (iii) to take into account any payment actually received by a Buyer Party with respect to such Loss. (c) Notwithstanding anything to the contrary contained in this Agreement, the Cap and the Threshold Buyer Parties shall not be applicable toentitled to any indemnification for any Losses pursuant to Section 10.2 that resulted from or arose out of the breach of any representation or warranty if, as of the date of this Agreement, or otherwise limit a Buyer Indemnified Party’s recovery foras of the Interim Determination Date, Corvis had Knowledge of such claimbreach or the facts and circumstances underlying such breach.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall shall, with respect to any claim for indemnification, seek, or be entitled to, indemnification from any of the Indemnifying Parties Seller pursuant to Section 11.2(a9.2(a) unless (i) written notice of such claim is given to the extent Indemnifying Party during the applicable Survival Period, specifying the details of the alleged misrepresentation, breach of warranty or liability, and (ii) the aggregate claims amount of all Damages for Damages of the which such Buyer Indemnified Parties are less than Five Hundred Party is entitled to indemnification pursuant to Section 9.2(a)(i) exceeds, on a cumulative basis, Fifty Thousand and 000/100 Dollars ($500,00050,000.00) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then after which such Buyer Indemnified Party shall be entitled to recover for Damages recover, subject to the limitations in this Section 11.6 only to 9.6(a), the extent such entire Damages exceed amount, excluding the amount below the Threshold. In no event shall the aggregate Damages recovered by the Buyer Indemnified Parties exceed, on a cumulative basis an amount equal to the sum of the Indemnity Escrowed Funds and the Personal Guaranty Cap (collectively, the “Cap”). Notwithstanding anything contained herein to the contrary, a Buyer Indemnified Party must first make a claim for indemnification against the Indemnity Escrowed Funds before seeking indemnification under the Guaranty Agreement. Notwithstanding anything contained herein to the contrary, once the Indemnity Escrowed Funds have been released to Seller pursuant to Section 2.3, the Cap shall be limited to the Personal Guaranty Cap. (b) In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Seller Indemnified Party hereunder, the amount of the Damages shall (i) shall not be duplicative of any other Damage for which an indemnification claim has been made made, and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds, and net of any Taxes imposed on such proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is are collected by the Indemnified PartiesParty, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds, and net of any Taxes imposed on such proceeds) to the Indemnifying Party. The , but only to the extent that such proceeds do not exceed such payment previously made by the Indemnifying Party. (c) Notwithstanding anything in this Agreement to the contrary (i) the term “Damages” shall not include any consequential damages of an Indemnified Party of any kind, damages consisting of business interruption or lost profits (regardless of the characterization thereof), any damages computed through the use of a multiple of earnings, discounted cash flow or a multiple of any other financial measure of performance, or punitive damages, other than punitive damages awarded to a third party, (ii) the Buyer Indemnified Parties shall not be entitled to recovery under Section 9.2 or Section 9.3 to the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves and accruals with respect to such matters, which are reflected in the calculation of Closing Date Working Capital, (iii) no Indemnifying Party shall be liable for any Damages to the extent that such Damages suffered by any Indemnified Party result from the failure of such Indemnified Party to take reasonable and prudent action in good faith, if appropriate under the circumstances, to mitigate such Damages, including the use of commercially reasonable efforts to obtain from recover under a policy of insurance or to assert contractual rights, and, in any applicable insurance company any insurance proceeds in respect event, to the extent of any claim for which recovery under a policy of insurance or a contractual right; provided, however, that such mitigation would have materially decreased the amount of Damages being sought by the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary hereinParty, if and (iv) the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable toentitled to recovery under Section 9.2 with respect to a breach of Section 4.16 to the extent the Tax matter for which a claim had been asserted is less than the estimate, accrual or otherwise limit a Buyer Indemnified Party’s recovery forreserve for accrued Taxes on the Closing Statement (as adjusted, if applicable, pursuant to the terms of Section 2.5), net of all other Tax matters which have theretofore been charged against such claimestimate, accrual or reserve.

Limitations on Indemnity. No Buyer Indemnified An Indemnifying Party shall seek, or be entitled to, not have any liability for indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a8.2(i) to the extent or Section 8.4(i) unless and until the aggregate claims for amount of all Damages of which are incurred or suffered by the Buyer Indemnified Parties are less than Five Hundred Party exceeds Fifty Thousand Dollars ($500,00050,000) (the “Threshold”); provided, however, that (a) in the event the aggregate amount of Damages for which such Indemnified Party is seeking indemnification exceeds the Threshold, such Indemnified Party shall be entitled to recover the full amount of such Damages, including the Damages comprising the Threshold and (b) Buyer shall not be entitled to indemnification pursuant to Section 8.2(i) for any Damages resulting from any breach of, or inaccuracy in, any representation or warranty, of any Acquired Company or Seller in the event that Seller can prove by a preponderance of the evidence that Xxxxxx X. Xxxxxxxxx, an officer of Buyer, had actual knowledge of the event or condition constituting such breach or inaccuracy; notwithstanding the foregoing, except with respect to Section 8.2(i), the knowledge of Xxxxxx X. Xxxxxxxxx shall not affect, eliminate, limit or otherwise modify the rights of Buyer to indemnification or any other remedies under this Agreement. An Indemnifying Party shall not be liable for any Damages, or be required to make payments for indemnification pursuant to Section 8.2(i) or exceed Section 8.4(i), in an aggregate amount equal to in excess of Two Million Six Hundred Twenty-Five Million Thousand Dollars ($5,000,0002,625,000) (the “Cap”); provided. In addition, thatan Indemnifying Party shall not be liable for any Damages, if the aggregate of all claims or be required to make payments for Damages equals or exceeds the Thresholdindemnification, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent the subject matter of the claim is covered by insurance and such Damages exceed insurance proceeds have been actually received by the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is are collected by the Indemnified PartiesParty, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to the Indemnifying Party. The An Indemnified Parties Party shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the such Indemnified Parties seek Party seeks indemnification under this Article XIVIII. Notwithstanding anything to the contrary herein, if the Buyer an Indemnified Parties are Party is seeking, or are is entitled to seek, indemnification from any of the an Indemnifying Parties Party for Damages due to (i) the Partnershipsuch Indemnifying Party’s or Sellers’ fraud or willful misconduct, or the limitations in this Section 8.8 (ii) including the Excluded Liabilities or Excluded Assets, the Cap Threshold and the Threshold Cap) shall not be applicable to, or otherwise limit a Buyer an Indemnified Party’s recovery for, such claim.

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any (a) The maximum liability of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (iSeller and Parent under Sections 10.01(a) shall not be duplicative exceed $7,500,000 in the aggregate. (b) Nothing in this Agreement shall in any way limit the obligations of, an indemnifying party under Section 10.01 to pay all defense costs in respect of any other Damage third-party claims. (c) Buyer agrees that the amount claimed in respect of each claim asserted for which an indemnification claim has been made indemnity under Section 10.01 and (ii) under the Escrow Agreement shall be computed net of any amounts actually recovered asserted by such Indemnified Party under any insurance policy with respect Buyer in good faith and shall bear a reasonable relationship to such Damages (net of any costs and expenses the estimated Liabilities incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds or to be incurred by Buyer in respect of such claim claim, to the extent that such amount is collected then determinable. Following the Closing and prior to the termination of the Escrow Agreement, all claims for indemnity under Section 10.01(a) shall be paid first out of the Escrow Amount pursuant to the terms of the Escrow Agreement and second out of the Guaranteed Amount or Alternative Guaranteed Amount, as applicable, made available by Parent pursuant to Section 5.09. (d) In no event shall any party be liable for any incidental, consequential, indirect or special losses or damages (including, without limitation, lost profits, lost revenues or loss of business), whether foreseeable or not, whether occasioned by any failure to perform or the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net breach of any costs representation, warranty, covenant or other obligation under this Agreement for any cause whatsoever, other than such damages or losses awarded to a third party. Without limiting the general applicability of the foregoing, for the purposes of the indemnification obligations of any party, the terms “Liability” and expenses incurred “Damages” shall not include any of the incidental, consequential, indirect or special losses or damages set forth in obtaining the preceding sentence, other than such insurance proceedsdamages or losses awarded to a third party. (e) Notwithstanding the foregoing, the limitations on liability contained in this Section 10.03 shall not apply to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from indemnity based on any of the Indemnifying Parties for Damages due Sections 4.02(a) [organization, standing and authority], 4.02(b) [corporate authority], 4.02(d)(1) [title to purchased assets], 4.02 (i) the Partnership’s or Sellers’ fraud or willful misconduct[no brokers], or 4.03 (iia) the Excluded Liabilities or Excluded Assets[organization, the Cap standing and the Threshold shall not be applicable toauthority], or otherwise limit a Buyer Indemnified Party’s recovery for4.03(b) [corporate authority], such claimand Section 4.02(j) [taxes].

Limitations on Indemnity. No (a) Seller’s obligations to the Indemnified Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Group set forth in Section 11.2(a) shall be subject to the extent the aggregate claims for Damages each of the following limitations: (i) Other than with respect to Buyer Indemnified Parties are less than Five Hundred Thousand Dollars Losses arising out of an inaccuracy or breach of the representations and warranties in Section 5.11(a) and the final sentence of 5.11(b) (Ownership and Transfer of the Acquired Assets), 5.7 (Environmental Matters), 5.15 (Taxes) and 5.21 (Brokers, Finders, etc. — Seller) (the “Seller Basket Exclusions”) no indemnification for Buyer Losses asserted against Seller under Section 11.2(a)(i) shall be required unless and until the cumulative amount of such Buyer Losses and any Buyer Losses indemnified by Seller under Section 4(b)(i)(a) of the Transition Services Agreement exclusive of Buyer Losses arising out of the Seller Basket Exclusions hereunder or thereunder equals or exceeds two hundred and twenty five thousand dollars ($500,000225,000) (the “Threshold”), whereupon the Indemnified Buyer Group shall be entitled to indemnification for Buyer Losses, as finally determined, without regard to the Threshold. For purposes of clarity, the parties acknowledge that indemnification for Buyer Losses asserted against Seller under Section 4(b)(i)(b) of the Transition Services Agreement or under Sections of 11.2(a)(ii)—(vii) of this Agreement shall not be subject to the Threshold. (ii) Seller’s aggregate liability to the Indemnified Buyer Group for Buyer Losses under Section 11.2(a)(i) and under Section 4(b)(i)(a) of the Transition Services Agreement other than for Buyer Losses arising out of the Seller Basket Exclusions hereunder and thereunder shall not exceed an amount equal to Five Million Dollars two million dollars ($5,000,0002,000,000) (the “Indemnity Cap”); provided. For purposes of clarity, that, if the aggregate parties acknowledge that indemnification for Buyer Losses asserted against Seller under Section 4(b)(i)(b) of all claims for Damages equals the Transition Services Agreement or exceeds the Threshold, then Buyer under Sections of 11.2(a)(ii)—(vii) of this Agreement shall not be entitled to recover for Damages subject to the limitations in Indemnity Cap. (iii) The term “Buyer Losses” shall not include any punitive, exemplary consequential, indirect, special or incidental damages or Losses, and such damages or Losses, whether based on contract, tort, strict liability, other law or otherwise and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault are not recoverable under this Section 11.6 only to the extent Agreement, except such Damages exceed the Threshold. In calculating the amount of any Damages damages that are payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy third party with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any third party claim for which a member of the Indemnified Parties seek Buyer Group is seeking indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimhereunder.

Limitations on Indemnity. No Buyer (a) Notwithstanding any other provision in this Agreement to the contrary, no CEI Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for indemnification pursuant to Section 10.2, unless and until the aggregate amount of Damages subject to the limitations in this CEI Indemnified Parties with respect to such matters under Section 11.6 10.2 exceeds $5,000,000 (the “Deductible”), and then only to the extent such Damages exceed the ThresholdDeductible; provided that the aggregate amount of Damages payable by the CAMAC Parties to the CEI Indemnified Parties hereunder shall not exceed $25,000,000 (the “Cap”) unless the Damages arise from or otherwise relate to the breach of representations made in Sections 4.1, 4.2, 4.3, 4.4, 4.6 and 4.9 by the CAMAC Parties. (b) Notwithstanding any other provision in this Agreement to the contrary, the CAMAC Parties shall not be liable to, or indemnify the CEI Indemnified Parties for any Damages or indemnify the CEI Indemnified Parties for any Damages that are punitive (except to the extent constituting third party punitive claims), special, consequential, incidental, exemplary, lost profits or otherwise not actual damages. In The CEI Indemnified Parties shall not use “multiple of profits” or “multiple of cash flow” or any similar valuation methodology in calculating the amount of any Damages. This Article X constitutes the CEI Parties’ sole and exclusive remedy for any and all Damages or other claims relating to or arising from this Agreement and the Transactions. (c) Notwithstanding any other provision in this Agreement to the contrary, no CAMAC Indemnified Party shall be entitled to indemnification pursuant to Section 10.3, unless and until the aggregate amount of Damages with respect to such matters under Section 10.3 exceeds the Deductible, and then only to the extent such Damages exceed the Deductible; provided that the aggregate amount of Damages payable by any CEI Party to a Buyer Indemnified Party the CAMAC Parties hereunder shall not exceed the Cap unless the Damages arise from or a Sellers Indemnified Party hereunder, otherwise relate to the amount breach of any of the representations made in Sections 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 5.17 and 5.18 by the CEI Parties. (d) Notwithstanding any other provision in this Agreement to the contrary, CEI shall not be liable to, or indemnify any CAMAC Party for any Damages (i) shall not be duplicative resulting from any non-fulfillment or breach of any other Damage for such representations, warranties, covenants, and obligations of which an indemnification claim has been made and the CAMAC Parties had knowledge on or prior to the Closing Date; (ii) that are punitive (except to the extent constituting third party punitive claims), special, consequential, incidental, exemplary or otherwise not actual damages or (iii) that are in the nature of lost profits or any diminution in value of property or equity. The CAMAC Parties shall be computed net not use “multiple of profits” or “multiple of cash flow” or any similar valuation methodology in calculating the amount of any amounts actually recovered by such Indemnified Party under Damages. This Article X constitutes the CAMAC Parties’ sole and exclusive remedy for any insurance policy with respect and all Damages or other claims relating to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain or arising from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap Agreement and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimTransactions.

Limitations on Indemnity. No a.Notwithstanding anything contained in this Agreement to the contrary, Seller shall be obligated pursuant to Section 6.2 (other than with respect to the Seller Fundamental Representations, Section 6.2(c), Section 6.2(d), Section 6.2(e) or the Environmental Indemnification and Section 7.6 which shall not be subject to the Claim Threshold or the Deductible) only (i) with respect to any claim resulting in Buyer Indemnified Party Losses exceeding Twenty Five Thousand Dollars ($25,000) (“Claim Threshold”); provided that any such claim shall seeknot comprise an aggregation of Buyer Indemnified Party Losses arising from unrelated matters, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(aand (ii) to the extent that Buyer Indemnified Party Losses which exceed the threshold set forth in clause (i) of this sentence incurred by Buyer Indemnified Parties exceed in the aggregate One Million Dollars ($1,000,000) (the “Deductible”), and only to the extent of such amount in excess of such Deductible. For the avoidance of doubt, Seller shall be obligated pursuant to Section 6.2 only with respect to Buyer Indemnified Party Losses incurred by Buyer Indemnified Parties with respect to the aggregate amount by which the aggregate amount of claims that meet the Claim Threshold exceeds the Deductible. Further, Seller shall not be obligated for Damages of any Buyer Indemnified Party Losses (i) once Seller has paid the Buyer Indemnified Parties are less than Five Hundred Thousand with respect to such Losses an aggregate amount in excess of Ten Million Dollars ($500,00010,000,000.00) (the “ThresholdGeneral Indemnification Limit”); provided, that the General Indemnification Limit shall not apply to Buyer Indemnified Party Losses that are Environmental Liabilities (including Environmental Actions or any actual or alleged liabilities under any Environmental Law, including, without limitation any breach of the representations and warranties contained in Section 3.16 or claims made pursuant to Section 6.2(f) or exceed 6.2(g) (collectively, the “Environmental Indemnification”); and (ii) once Seller has paid an aggregate amount equal to of Five Million Dollars ($5,000,0005,000,000.00) under the Environmental Indemnification (the “CapEnvironmental Indemnification Limit” and, together with the General Indemnification Limit, the “Maximum Indemnification Limit”). For the avoidance of doubt, amounts paid by Seller in respect of claims falling within the scope of the Environmental Indemnification Limit shall not be applied towards the General Indemnification Limit, and amounts paid by Seller in respect of claims falling within the scope of the General Indemnification Limit shall not be applied towards the Environmental Indemnification Limit. Notwithstanding the foregoing, the limitations on indemnity set forth in this Section 6.4(a) (including, without limitation, General Indemnification Limit, the Environmental Indemnification Limit and the Maximum Indemnification Limit) shall not apply to any Losses arising out of, based upon or attributable to fraud, willful misconduct, any Seller Fundamental Representation, or claims made under any of Section 6.2(e), the Closing Date Working Capital adjustment, or amounts paid under Section 7.6 or claims made under Section 6.2(d) (but with respect to the Maximum Indemnification Limit, only with respect to the portion of claims under Section 6.2(d) that exceed $1.5 million). In addition, any obligations or Losses incurred under the Transitions Services Agreement shall not be subject to the indemnification limited set forth in Section 6.4(a). b. Notwithstanding anything contained in this Agreement to the contrary, Seller shall be obligated pursuant to the Environmental Indemnification only with respect to 60% of the Buyer Indemnified Party Losses incurred by the Buyer Indemnified Parties up to the Environmental Indemnification Limit. By way of example, to the extent that Buyer suffers a Loss in the amount of $1,000 as a result of an Environmental Liability, Seller shall be responsible for $600 of such Loss. For the avoidance of doubt, the Environmental Indemnification Limit shall only be reduced by the Losses actually paid by Sellers (i.e., only amounts actually paid out-of-pocket by Sellers in respect of indemnity claims and not the full amount of the Losses subject to the Environmental Indemnification Limit shall be taken into account when determining whether the Environmental Indemnification Limit has been met). c. Seller shall not be liable for any Losses resulting from a breach of any of the representations, warranties and covenants set forth in Article 3 of this Agreement to the extent that: i.the liability for such breach occurs or is increased as a result of the adoption or imposition of any Law not in force at the date of this Agreement or as a result of any retroactive increase in rates of taxation imposed after the Closing Date; providedand ii.the Losses would not have arisen but for a change in accounting policy or practice of Buyer or the Companies after the Closing. In addition, thatno Party shall be liable for any Losses resulting from a breach of any representation, if warranties and covenants contained herein to the aggregate extent that such Party shall have failed to first use commercially reasonable efforts to recover any Losses under their respective insurance policies (it being understood that such obligation shall not include any obligation to bring any action, suit or proceeding against any insurer). Any amounts actually received from such insurers shall reduce the amount of all Losses for purposes of determining the amount of Seller’s indemnity obligation or Buyer’s indemnity obligation under this Article 6 and, for the avoidance of doubt, neither the General Indemnification Limit nor the Environmental Indemnification Limit shall be reduced by any such amounts actually received from such insurers (i.e., only amounts actually paid out-of-pocket by Sellers in respect of indemnity claims subject to the General Indemnification Limit or the Environmental Indemnification Limit, as applicable, shall be taken into account when determining whether the General Indemnification Limit or the Environmental Indemnification Limit, as applicable, has been met). If it is reasonably likely that coverage would be available under any applicable insurance policy for Damages equals a Loss, then Buyer will or exceeds will cause the ThresholdCompany to submit such claim. (d) To the extent the Company actually receives payment for such claim under an insurance policy, then Buyer shall be entitled to recover all the benefits of such coverage for Damages subject such claim for Losses, and Buyer shall not be entitled to the limitations in this payment for indemnification for such Loss under Section 11.6 only 6.2 to the extent such Damages exceed Losses or Environmental Losses are recovered from the Thresholdapplicable insurance carrier. In calculating Should (i)(A) following submission of such claim Buyer elects not to or fails to pursue such claim, or (B) the amount insurance coverage of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereundersuch claim be contested by the applicable insurance company, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) Buyer shall be computed net of any amounts actually recovered by such Indemnified Party have sought and received indemnification as provided under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified PartiesSection 6.2, then the Indemnified Party promptly Buyer shall remit the insurance proceeds assign its rights (net of any costs and expenses incurred in obtaining such including its rights to insurance proceeds) under such insurance policy to Indemnifying PartySeller, and Buyer and the Companies shall cooperate with Seller in connection with Seller’s seeking payment of such claim. The Indemnified Parties If received after an indemnification payment has been made under this Article 6, any amounts recovered from insurers or other third parties by Buyer or the Companies shall be paid within five (5) days of receipt, to Seller up to the amount paid by Seller. In connection with the pursuit of any claim with any applicable insurance coverage, Buyer acknowledges and agrees that it will proceed and manage any such insurance process in a commercially reasonable manner subject to its business judgment. (e) Buyer shall, upon request of Seller, cause the Companies to assign to Seller any: (i) rights of the Companies to bring claims against any third party involved in connection with the matters set forth on Schedule 6.2(c), (ii) rights of the Companies in any claims initiated prior to Closing, against any third party involved in connection with the matters set forth on Schedule 6.2(c); and (iii) the rights of the Companies under applicable insurance policies relating to the matters set forth on Schedule 6.2(c). Following the assignment of such claims, Buyer shall use commercially reasonable efforts to obtain from cooperate (and shall cause the Companies to use commercially reasonable efforts to cooperate) with Seller in connection with: (i) any claims initiated by Seller against such third parties; and (ii) any claim with any applicable insurance company coverage. Seller shall have the right to retain any insurance proceeds in respect and any amounts recovered from third parties. In furtherance of any claim for the foregoing, prior to Closing, the Companies shall assign to Seller the rights to those claims set forth on Schedule 6.2(c) which have been initiated by the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything Companies prior to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from Closing. (f) Seller shall not be liable for any of the Indemnifying Parties for Damages due to Losses under Section 6.2(d): (i) which relate to receivables that are settled or discounted by the Partnership’s Companies following the Closing, unless such settlement or Sellers’ fraud or willful misconduct, or discount is approved in writing by Seller; and (ii) unless the Excluded Liabilities underlying receivables which relate to such Losses are assigned by Buyer or Excluded Assets, the Cap Companies to Seller. Seller shall have full power and the Threshold shall not be applicable to, authority to settle or otherwise limit a discount any receivables with respect to which Buyer Indemnified Party’s recovery for, such claimseeks indemnification under Section 6.2(d). Section 6.5.

Limitations on Indemnity. No Buyer (a) Notwithstanding the foregoing, neither MBank and Merchants Bancorp, on the one hand, nor Riverview and Riverview Bancorp, on the other hand, shall be required to indemnify the Riverview Indemnified Party shall seekParties or the MBank Indemnified Parties, as applicable, in respect of any Damages suffered by the Riverview Indemnified Parties or be entitled tothe MBank Indemnified Parties, indemnification from any as applicable, unless the aggregate amount of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed obligation under this ArticleX exceeds an amount equal to Five Million Dollars ($5,000,000) 75,000 (the “Cap”"Threshold Amount"); provided, thatin which case the applicable Indemnifying Parties will be required to indemnify the Riverview Indemnified Parties or the MBank Indemnified Parties, as applicable, for all Damages regardless of the Threshold Amount. Notwithstanding, the foregoing, the Threshold Amount will not apply to Third Party Claims. (b) The aggregate amount of Damages actually paid to the Riverview Indemnified Parties or MBank Indemnified Parties, as applicable, under this ArticleX shall not exceed $5.0 million, except with respect to Third Party Claims. (c) No indemnification will be provided by Indemnifying Parties for any claim for indemnification which is made more than three (3)years following the Closing Date. Notwithstanding the foregoing, if at the aggregate end of all claims for Damages equals or exceeds the Threshold, then Buyer such period there shall be entitled pending any indemnification claim by a Person, such Person shall continue to recover for Damages subject have the right to seek such indemnification with respect to such claim notwithstanding such expiration. (d) No Indemnified Party shall be required to (i)incur any material out-of-pocket costs or expenses or pay any other material amounts to third parties, except to the limitations extent that the Indemnifying Parties have acknowledged in this Section 11.6 only writing that such costs, expenses or other amounts constitute indemnifiable Damages hereunder, (ii)make any claims under existing insurance policies, or (iii)take any other action to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by action would adversely affect such Indemnified Party under in any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimmaterial respect.

Limitations on Indemnity. No Buyer Indemnified Party shall seek, (a) Seller will have no Liability (for indemnification or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(aotherwise) with respect to the extent matters described in Section 11.2 until the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate total of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy Losses with respect to such Damages matters exceeds $150,000 in the aggregate (net the “Loss Threshold”), at which point Seller will be obligated to indemnify Buyer from and against all such Losses relating back to the first dollar. Buyer will have no Liability (for indemnification or otherwise) with respect to the matters described in Section 11.3 until the total of any costs all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify Seller from and expenses incurred against all such Losses relating back to the first dollar (provided that Losses arising from breaches of representations and warranties as to Loans excluded from the Acquisition or repurchased by the Seller pursuant to the provisions of Section 11.7 shall not be included in obtaining such insurance proceedsthe Loss Threshold). If an Indemnifying Party pays an Indemnified Party THE PARTIES SHALL HAVE NO OBLIGATIONS UNDER THIS ARTICLE 11 FOR ANY CONSEQUENTIAL LIABILITY THE INDEMNIFIED PARTY MAY SUFFER AS THE RESULT OF ANY DEMAND, CLAIM OR LAWSUIT. (b) A claim for a indemnity pursuant to this Agreement may be made by the claiming party at any time prior to twenty-four (24) months after the Closing Date, or for claims related to Environmental Laws, eight (8) years after the Closing Date, or with respect to breaches of Seller’s covenants contained in Sections 7.8, 7.9 and 7.10 herein, the fourth (4th) anniversary of the Closing Date, by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim and subsequently insurance proceeds in respect of for indemnity is made. In the event that any such claim is collected by made within such prescribed twenty-four (24) month period, or for those claims relating to Environmental Laws, eight (8) year period, the Indemnified Partiesindemnity relating to such claim shall survive until such claim is resolved. Claims not made within such twenty-four (24) month period, then eight (8) year period or four (4) year period, as applicable shall cease, and no indemnity shall be made therefore, except for claims relating to the Indemnified Party promptly shall remit title to the insurance proceeds (net of Acquired Assets, which claims may be made at any costs time and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties obligation for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold indemnity shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimsurvive indefinitely.

Limitations on Indemnity. No Buyer Indemnified Party (1) None of the Vendors shall seek, or be entitled to, indemnification from have any obligation to indemnify any of the Indemnifying Purchaser's Indemnified Parties or make any payment for or in respect of any Losses pursuant to Section 7.3(1)(b), 7.3(2)(b) or 7.3(2)(f) (nor shall any amount be paid from the Indemnity Escrow Fund in respect of such Loss), unless the aggregate amount of all such Losses exceeds $375,000 (the "Indemnity Threshold"), after which only the amount of Losses in excess of the Indemnity Threshold may be recovered in accordance with Section 7.5(2). For certainty, the Indemnity Threshold does not apply to any other Losses for which the Vendors (or any of them) are required to indemnify the Purchaser's Indemnified Parties pursuant to this Agreement. (2) The obligations of the Vendors to indemnify the Purchaser's Indemnified Parties for Losses pursuant to Section 7.3 are subject to the following limitations: (a) Losses for which any Vendor is obligated to indemnify the Purchaser's Indemnified Parties in respect of Special Indemnity Matters shall be satisfied as follows: (i) first, such Vendor's Pro Rata Share of the Loss shall be deducted from the Indemnity Escrow Fund, in accordance with the Escrow Agreement, until the Retention Amount has been reached; (ii) second, from the then-remaining limit of coverage under the R&W Policy (if and to the extent coverage under the R&W Policy is available in respect of such Loss); and (iii) third, such Vendor's remaining Pro Rata Share of the Loss shall be deducted from the Indemnity Escrow Fund, in accordance with the Escrow Agreement, until the Indemnity Escrow Fund has been exhausted. For certainty, the Vendors shall have no further liability whatsoever in respect of Special Indemnity Matters once the Indemnity Escrow Fund has been exhausted. (b) Losses for which the Vendors (or any of them) are obligated to indemnify the Purchaser's Indemnified Parties in respect of Section 7.3, other than Special Indemnity Matters, shall be satisfied: (i) first, from the Indemnity Escrow Fund, in accordance with the Escrow Agreement, until the Retention Amount has been reached; (ii) second, from the then-remaining limit of coverage under the R&W Policy (if and to the extent coverage under the R&W Policy is available in respect of such Loss); (iii) third, from the Indemnity Escrow Fund, in accordance with the Escrow Agreement, until the Indemnity Escrow Fund is exhausted, and (iv) fourth, from each Vendor to the extent of such Vendor's Pro Rata Share of such Losses. (c) No Vendor shall be liable to pay, in respect of any indemnifiable Loss, more than its Pro Rata Share of that Loss, except that each Vendor shall be solely liable for the full amount of any Loss that is indemnifiable by such Vendor pursuant to Section 7.3(1) (and no other Vendor shall have any liability in respect of such Loss) and, for purposes of this ARTICLE 7, such Vendor's Pro Rata Share of any such Loss shall be deemed to be 100%. (3) The limitations in Sections 7.5(1) and 7.5(2) shall not apply to Claims in respect of fraud or fraudulent misrepresentation by the Vendors. (4) In no event shall the aggregate amount of Losses for which each Vendor is obligated to indemnify the Purchaser's Indemnified Parties pursuant to Section 11.2(a7.3 or in respect of fraud or fraudulent misrepresentation, exceed such Vendor's Pro Rata Share of the Purchase Price. (5) The Purchaser shall have no obligation to make any payment for Losses with respect to the extent matters described in Section 7.4(a), other than any Claim involving fraud or fraudulent misrepresentation by the Purchaser, unless the aggregate claims for Damages amount of all Losses exceeds the Indemnity Threshold, after which the full amount of all Losses in excess of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed Indemnity Threshold may be recovered, up to an amount aggregate maximum equal to Five Million Dollars the Purchase Price. ($5,000,0006) (For the “Cap”); provided, that, if purpose of determining any inaccuracy of any representation or warranty contained in this Agreement and for the aggregate purpose of all claims for Damages equals or exceeds calculating Losses pursuant to this Agreement each of the Threshold, then Buyer representations and warranties made by any Party shall be entitled deemed to recover for Damages subject have been made without the inclusion of or reference to the limitations in this Section 11.6 only or qualifications as to the extent such Damages exceed the Threshold. In calculating the amount materiality, knowledge and/or words and phrases of similar meaning or intent. (7) The Purchaser's Indemnified Parties' right to indemnification and payment of Losses with respect to any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) Claim shall not be duplicative of affected by any other Damage for which an indemnification claim has been changes made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due Purchaser's Indemnified Parties' to (i) the Partnership’s business, financial or Sellers’ fraud or willful misconduct, or (ii) Tax practices of the Excluded Liabilities or Excluded Assets, Target Entity following the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claimClosing.

Limitations on Indemnity. No Buyer Notwithstanding the foregoing, no claim may be made or suit instituted under this Section 8 with respect to any breach (or purported breach) of representation or warranty after December 31, 2001, except for Reserved Claims. The term "Reserved Claims" shall mean all claims as --------------- to which the Indemnified Party shall seek, or be entitled to, indemnification from has given any indemnifying party reasonably specific written notice (in light of the Indemnifying Parties facts then known) on or prior to May 31, 2001. No party shall be liable under this Section 8, and no claim for indemnification hereunder shall be asserted, for any loss of profits or consequential or incidental damages. In addition, no claim may be made by any party pursuant to this Section 11.2(a8 with respect to any breach of one or more representations or warranties unless the aggregate amount of all Losses incurred by such party as a result of such breaches that would, but for the limitations contained in this sentence, be indemnifiable hereunder exceeds $100,000, in which case the indemnifying party's liability, if any, hereunder with respect to such claims shall only be for any amount of such aggregate indemnifiable Losses in excess of such $100,000 deductible amount. In addition, no party shall be liable to any Indemnified Party pursuant to this Section 8 for Losses of the types described in Sections 8.2(a)(i) or 8.2(b)(i) to the extent that the aggregate total liability for such indemnifying party hereunder for such breach of representation or warranty claims for Damages would exceed $1,000,000. The amount of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer any indemnification payment under this Section 8 shall be entitled reduced by the present value of any tax benefit (including, without limitation, any increase in tax basis) received by the Indemnified Party (or a related entity) resulting from the Loss. The foregoing time and dollar limitations on indemnification shall not apply to recover for Damages subject any breach of any covenant contemplated by this Agreement to be performed after the limitations Closing. Notwithstanding the foregoing, the provisions contained in this Section 11.6 only 8.3 shall not apply to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount Losses of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred type described in obtaining such insurance proceedsSection 8.2(b)(iii). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.

Limitations on Indemnity. No Buyer An Indemnifying Party shall not have any liability for indemnification pursuant to this Article VIII unless and until the aggregate amount of all Damages which are incurred or suffered by the Indemnified Party exceeds Fifty Thousand Dollars ($50,000) (the “Threshold”); provided, however, that in the event the aggregate amount of Damages for which such Indemnified Party is seeking indemnification exceeds the Threshold, such Indemnified Party shall seekbe entitled to recover the full amount of such Damages, including the Damages comprising the Threshold. An Indemnifying Party shall not be liable for any Damages, or be entitled torequired to make payments for indemnification, indemnification from any in an aggregate amount in excess of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Three Million Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,0003,500,000) (the “Cap”); provided. In addition, thatan Indemnifying Party shall not be liable for any Damages, if the aggregate of all claims or be required to make payments for Damages equals or exceeds the Thresholdindemnification, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent the subject matter of the claim is covered by insurance and such Damages exceed insurance proceeds have been actually received by the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is are collected by the Indemnified PartiesParty, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to the Indemnifying Party. The An Indemnified Parties Party shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the such Indemnified Parties seek Party seeks indemnification under this Article XIVIII. Notwithstanding anything to the contrary herein, if the Buyer an Indemnified Parties are Party is seeking, or are is entitled to seek, indemnification from any of the an Indemnifying Parties Party for Damages due to (i) the Partnershipsuch Indemnifying Party’s or Sellers’ fraud or willful misconduct, or the limitations in this Section 8.8 (ii) including the Excluded Liabilities or Excluded Assets, the Cap Threshold and the Threshold Cap) shall not be applicable to, or otherwise limit a Buyer an Indemnified Party’s recovery for, such claim.

Limitations on Indemnity. No Buyer Indemnified The indemnification provided for in Section 6.2(a) above is subject to the following limitations: (i) An Indemnifying Party shall seek, or be entitled to, have no indemnification from any of the Indemnifying Parties obligations pursuant to Section 11.2(a6.2(a)(i) unless the Indemnified Party delivers a Claim Notice with respect to a claim made thereunder to the extent Stockholder Representative in accordance with the procedures set forth herein on or before the Applicable Limitation Date. If the Indemnified Party delivers such Claim Notice on or prior to the Applicable Limitation Date, then the Indemnifying Parties’ indemnification obligations in respect of the claims described in the Claim Notice shall survive the Applicable Limitation Date, notwithstanding that the representations and warranties on which such claim is based have expired. (ii) Solely for purposes of determining the amount of Losses incurred in connection with any indemnification claims made under this Article VI (but not for purposes of determining whether or not a breach of representation or warranty has first occurred), all representations and warranties set forth herein or in the Disclosure Schedules that are qualified by reference to “material,” “materially,” “Material Adverse Effect” or any similar term (collectively, “Materiality Qualifiers”) shall be deemed to have been made without giving effect to such Materiality Qualifiers. (iii) An Indemnifying Party shall have no indemnification obligations for Losses pursuant to Section 6.2(a)(i) (other than with respect to Losses incurred as a result of Fraud or breaches of the Fundamental Representations and the IP Representations) unless the aggregate claims for Damages of all otherwise indemnifiable Losses pursuant to Section 6.2(a)(i) (other than with respect to breaches of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars Fundamental Representations and the IP Representations) would exceed on a cumulative basis $150,000 ($500,000excluding, for the purposes of such calculation, any attorneys’, accountants’ or other professionals’ fees and expenses, and all other amounts paid in investigation or defense) (the “ThresholdDeductible”), and once such Deductible has been reached, the Indemnifying Parties shall be liable to the Indemnified Parties for the full amount of all Losses under Section 6.3(a)(i), including those which comprised any portion of the Deductible. (iv) The maximum amount that the Indemnified Parties may recover under Section 6.2(a), or exceed that the Indemnifying Parties shall be liable for, shall be limited to any Aggregate Consideration received by each Indemnifying Party in accordance with each such Indemnifying Party’s Indemnity Pro Rata Share up to an amount equal to Five Million Dollars ($5,000,000) (the “Cap”)Set-off Capped Amount; provided, however, that: (A) in respect of any breach of the IP Representations, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer Indemnified Parties shall be entitled to recover for Damages subject up to (x) twenty-five percent (25%) of the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount Total Closing Consideration Amount, plus (y) fifty percent (50%) of any Damages Future Payments that become payable to a Buyer Indemnified in accordance with the terms of this Agreement received by each Indemnifying Party in accordance with each such Indemnifying Party’s Indemnity Pro Rata Share; (B) in the case of any breach of the Fundamental Representations or a Sellers Indemnified Party hereunderLosses claimed under Sections 6.2(a)(ii) through (ix), the amount Indemnified Parties shall be entitled to recover up to 100% of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made Aggregate Consideration received by each Indemnifying Party in accordance with each such Indemnifying Party’s Indemnity Pro Rata Share; and (iiC) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net any Losses arising from or involving Fraud by or on behalf of any costs and expenses incurred in obtaining such insurance proceeds). If an a particular Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected connection with the Transactions contemplated by this Agreement (other than Company Fraud), the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts be entitled to obtain recover from any applicable insurance company any insurance proceeds such Indemnifying Party in respect of any claim full for which the Indemnified Parties seek indemnification under this Article XI. such Losses without limitation. (v) Notwithstanding anything to the contrary hereinin this Agreement, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties Company Stockholders shall not be liable for Damages due to (i) any Taxes of the Partnership’s Company incurred on the Closing Date after the Closing that are outside the ordinary course of business of the Company consistent with past practices or Sellers’ fraud or willful misconductTaxes attributable to Post-Closing Tax Periods (other than (A) Taxes attributable to a breach of representations and warranties contained in Sections 2.26(d) (second sentence), (e), (i), (j), or (l) and (B) interest and penalties associated with Indemnified Taxes that are imposed with respect to a Post-Closing Tax Period), (ii) any Taxes that have been reflected in the Excluded Liabilities calculation of Indebtedness and taken into account in determining the Aggregate Consideration, (iii) the amount, value or Excluded Assetscondition of, or any limitations on, any Tax asset or attribute of the Cap and Company (e.g., net operating loss, net operating carryforwards or credits), including the Threshold ability of Parent or any of its Affiliates to utilize such Tax assets or Tax attributes after the Closing (for the avoidance of doubt, this clause (iii) shall not be applicable tolimit the liability of the Company Stockholders for Pre-Closing Tax Periods), or otherwise limit a Buyer Indemnified Party’s recovery for(iv) any Taxes resulting from an election made under Code Section 338 or under any comparable provisions of any other state, such claimlocal or foreign Laws with respect to the Mergers.