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. 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 Party Parties shall seek, or be entitled to, indemnification from not bring any of 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 not be liable for any claim made pursuant to Section 11.2(a9.03 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 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”); providedGroup, 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 reasonable satisfaction of Purchaser, within thirty (30) Business Days after the extent such Damages exceed date on which 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 notice of such claim is collected 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 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 PartiesParties in connection with any claims brought under Section 9.03(a), then cumulatively and in the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred aggregate, exceed US$2,000,000, 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 hereincase, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties shall be liable for Damages due to (i) all such Indemnifiable Losses from 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 claimfirst dollar.

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 (a) The aggregate Liability of any Indemnifying Party shall seek, or be entitled to, for claims of indemnification from any of and against Damages shall not exceed on a pro rata basis (based on the total Closing Merger Consideration payable to the Indemnifying Parties Parties, except as provided in Section 9.6(c)(iv) below) (i) with respect to Damages pursuant to Section 11.2(a9.1(a) arising from or relating to any inaccuracy in or breach of representations and warranties other than the extent 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 claims for amount of Damages arising from or relating to any inaccuracy in or breach of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars 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 ($500,000iii) 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 (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”without taking into account any prior Offset Amounts); provided, thatfurther, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to that 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 clause (ia) 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 apply 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 forany claims for indemnification from and against Damages for willful, intentional or knowing misrepresentation or fraud in which such claimIndemnifying Party participated or of which such Indemnifying Party had actual knowledge.

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 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 $56,250 ($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 $56,250; 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 $56,250, or Persons asserting claims against Buyer or the LLC of at least $56,250 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, or otherwise limit a if any indemnification claim exceed $56,250 in the case of claims against Seller and $25,000 in the case of Buyer Indemnified Party’s recovery forthen, such claimsubject 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.

Limitations on Indemnity. No Buyer Indemnified Party Notwithstanding anything to the contrary in this Agreement (other than with respect to Transferee’s Claims arising from (i) PMB’s or the PMB Member’s fraud or willful misconduct, (ii) any Investor Claims, (iii) the indemnity set forth in Section 11.14(b)(vi) hereof, (iv) the exercise of any Claim under the JV Agreement, or (v) the exercise of any Claim under the Pipeline Agreement (or any other documents or agreements executed in connection therewith) with respect to any other property (other than the Property), with respect to items (i) through (v) above the parties hereby agree that the limitations set forth in this sentence shall not apply), Transferee shall not seek, or be entitled to, indemnification from or any other action, whether in law or in equity, for a breach of any express representation, warranty, covenant or obligation of PMB or the Indemnifying Parties pursuant to Section 11.2(aPMB Member under this Agreement or under any other Transaction Document (A) to the extent the aggregate claims Claims for Damages damages or losses for which indemnification is sought pursuant to this Section 1.18 or any other claim for breach of any other express representation, warranty, covenant or obligation of PMB or the Buyer Indemnified Parties are PMB Member under this Agreement or under any other Transaction Document is less than Five Hundred Thousand Dollars ($500,000) (the applicable “Threshold”” (as hereinafter defined) or (ii) to the extent the aggregate Claims for all such damages or losses exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”” (as hereinafter defined); provided. As used herein, thatthe term “Threshold” shall mean with respect to PMB and the PMB Member, if the aggregate sum of all claims for Damages equals or exceeds $50,000.00. As used herein, the Thresholdterm “Cap” shall mean with respect to PMB and the PMB Member, then Buyer shall be entitled an amount equal to recover for Damages subject to three percent (3%) of the limitations in this Section 11.6 only to sum of the extent such Damages exceed PMB Member’s Contribution Value Amount and the ThresholdPMB Member’s Percentage Interest of the outstanding balance of the Loan Obligations. In calculating the amount of any Damages damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party Transferee hereunder, the amount of the Damages damages (iA) shall not be duplicative of any other Damage award for which an any indemnification claim has been made or other claim for breach of any express representation, warranty, covenant or obligation of PMB or the PMB Member under this Agreement or any other Transaction Document, and (iiB) shall be computed net of any amounts actually recovered by such Indemnified Party Transferee 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 XIdamages. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seekingno party hereto shall seek, or are be entitled to seekindemnification or any other action, indemnification from any and each of the Indemnifying Parties for Damages due party’s hereby expressly waive any right to (i) the Partnership’s recover, any and all consequential damages, punitive damages and exemplary damages, and any other damages which would be predicated in whole or Sellers’ fraud or willful misconductin part upon loss of bargain, opportunity lost, or (ii) the Excluded Liabilities any loss of anticipated benefits incurred by such party by reason of a breach of any representation, warranty, covenant or Excluded Assets, the Cap and the Threshold shall not be applicable to, obligation of any other party under this Agreement or otherwise limit a Buyer Indemnified Party’s recovery for, such claimany other Transaction Document.

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 (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 (net of any costs and expenses incurred in obtaining such insurance proceeds) pursuant 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 claimSection 8.3(b).

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. 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. 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, or otherwise limit a if any indemnification claim exceed $75,000 in the case of claims against Seller and $25,000 in the case of Buyer Indemnified Party’s recovery forthen, such claimsubject 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.

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 $26,500 ($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 $26,500; 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 $26,500, or Persons asserting claims against Buyer or the LLC of at least $26,500 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, or otherwise limit a if any indemnification claim exceed $26,500 in the case of claims against Seller and $25,000 in the case of Buyer Indemnified Party’s recovery forthen, such claimsubject 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.

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from (a) Notwithstanding any of the Indemnifying Parties pursuant to Section 11.2(a) other provision in this Agreement to the extent the aggregate claims for Damages of contrary, the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars (shall not be entitled to indemnification for Losses related to breaches of representations or warranties pursuant to Section 7.1(a) unless and until the aggregate amount of all such Losses exceeds $500,000) 50,000 (the “ThresholdBasket”), and then only to the extent such Losses exceed the Basket; provided that the aggregate amount of Losses related to breaches of representations or warranties that may be payable pursuant to Section 7.1(a) as of any Final Determination Date shall not exceed the aggregate value of the Escrowed Shares held in escrow plus the aggregate value of the Indemnity Earn-Out Shares not previously set off against or exceed an amount equal recovered pursuant to Five Million Dollars ($5,000,000) this Agreement (the “Cap”) as of the date such indemnification payment is finally determined to be due and owing from the Sellers pursuant to the terms hereof (the “Final Determination Date”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer which value shall be entitled to recover determined by multiplying the number of Escrowed Shares held in escrow as of such Final Determination Date plus such Indemnity Earn-Out Shares by the Market Value per such share as of such Final Determination Date, as adjusted for Damages subject any stock splits, stock dividends or similar transactions. For purpose of clarification, at all times prior to the limitations in final determination as to whether or not any Indemnity Earn-Out Shares shall be forfeited pursuant to Section 2.5 hereof, all calculations pursuant to 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 (ii7.4(a) shall be computed net made assuming that no such Indemnity Earn-Out Shares shall be forfeited hereunder, provided however that offset, recoupment and/or recovery against such shares shall be limited to those Earn-Out Shares no longer subject to forfeiture in accordance with the terms of any amounts actually recovered by such Indemnified Party under any insurance policy Section 7.4(b) and provided further that Sellers shall have no indemnity obligation hereunder with respect to such Damages (net of amounts until such time as 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) Indemnity Earn-Out Shares are no longer subject 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 XIforfeiture. 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 foregoing, the Basket and Cap shall not limit claims against Sellers for Damages due Losses related to (ibreaches of any Statute of Limitation Rep, any covenant, any indemnification pursuant to Section 7.1(b) the Partnership’s or Sellers’ fraud or willful misconduct7.1(c), or (ii) common law fraud, and any Losses relating to any such claims will not count toward satisfaction of 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 claimBasket.

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 calculating no event shall the aggregate Damages recovered by the Buyer Indemnified Parties exceed, on a cumulative basis an amount equal to the sum of any Damages payable the Indemnity Escrowed Funds and the Personal Guaranty Cap (collectively, the “Cap”). Notwithstanding anything contained herein to the contrary, 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 must first make a claim and subsequently insurance proceeds in respect of such claim is collected by for indemnification against 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 Indemnity Escrowed Funds before seeking indemnification under this Article XIthe Guaranty Agreement. Notwithstanding anything contained herein to the contrary hereincontrary, if once the Buyer Indemnified Parties are seeking, or are entitled Indemnity Escrowed Funds have been released to seek, indemnification from any of the Indemnifying Parties for Damages due Seller pursuant to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded AssetsSection 2.3, the Cap and shall be limited to the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.Personal Guaranty Cap. EXECUTION VERSION

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(aSections 9.2(a): (i) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) 2,000,000 (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) 91,500,000 (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer the Parent shall be entitled to recover for Damages subject to the limitations in this Section 11.6 9.6 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 to the extent the subject matter of any amounts the claim is covered by insurance (including title insurance), and such insurance proceeds have been actually recovered received by such the 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 the Indemnifying Party pays an Parties pay the Indemnified Party Parties for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party Parties promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Partythe Sellers’ Representative on behalf of the Sellers. 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 XIIX. 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 PartnershipCompany’s or Sellers’ any Seller’s fraud or willful misconduct, or (ii) the Excluded Liabilities Company’s or Excluded Assetsany Seller’s breach of the representations or warranties set forth in Section 3.2, Section 3.9 (to the extent relating to the Company’s material assets) and Section 4.5, as applicable, and/or (iii) any of the matters set forth Sections 9.2(a)(iii), (iv), (v), (vi) or (vii), the Cap limitations in this Section 9.6 (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.

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, (a) The aggregate liability of any Indemnifying Securityholder for claims of indemnification from any of the Indemnifying Parties and against Damages 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) Section 9.1(a)(i) and (vii) shall not be duplicative exceed on a pro rata basis (based upon such Indemnifying Securityholder’s Pro Rata Percentage) (A) with respect to Damages incurred or sustained by the Indemnified Parties arising from or relating to any inaccuracy in or breach of representations and warranties, other than the Intellectual Property Reps and the Fundamental Reps, or any other Damage for which an indemnification claim has been made Designated Matter that is not related to the Intellectual Property Reps or the Fundamental Reps, [***]; (B) with respect to Damages incurred or sustained by the Indemnified Parties arising from or relating to any inaccuracy in or breach of the Intellectual Property Reps or any Designated Matter related to the Intellectual Property Reps, [***]; and (C) with respect to Damages incurred or sustained by the Indemnified Parties arising from or relating to any inaccuracy in or breach of the Fundamental Reps or any Designated Matter related to the Fundamental Reps, the Merger Consideration plus the Note Consideration paid or payable to the Indemnifying Securityholders; and (ii) Section 9.1(a)(ii) – (vi) shall not exceed on a pro rata basis (based upon such Indemnifying Securityholder’s Pro Rata Percentage) the Merger Consideration plus the Note Consideration paid or payable to the Indemnifying Securityholders, and no Indemnifying Securityholder shall ever be computed net required to pay in the aggregate more than the portion of the Merger Consideration plus the Note Consideration paid or payable to such Indemnifying Securityholder; provided, however, that the preceding limitations shall not apply to or otherwise limit any amounts actually recovered by claims for indemnification from and against Damages for intentional or knowing misrepresentation or breach or fraud in which such Indemnified Party under any insurance policy Indemnifying Securityholder participated or of which such Indemnifying Securityholder had actual knowledge. [***] 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 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 claimomitted portions.

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 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 proceeds6.4(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 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 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 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 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 any provision of Section 9 or Section 10.3(b) to the contrary, except as set forth in the second sentence of this Section 9.4(b), with respect to Losses for which a Purchaser Indemnified Party shall seek, or be is entitled to, to indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a9.2(a)(i) to and Section 10.3(b), the extent Sellers in the aggregate claims for Damages shall not have liability pursuant to this Agreement in excess of the Buyer Indemnified Parties are less than an amount equal to Twenty-Two Million Five Hundred Thousand Dollars ($500,00022,500,000) (less any amounts paid to any Purchaser Indemnified Party from the “Threshold”) Indemnity Escrow Account 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 pursuant to the limitations in this Section 11.6 only R&W Insurance Policy with each Seller’s liability to be several, and not joint, pro rata based on such Seller’s applicable Indemnity Percentage (other than such amounts paid pursuant 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 R&W Insurance Policy in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net an inaccuracy in or a breach of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying PartyFundamental Representation). The Indemnified Parties shall use parties acknowledge and agree that the aggregate liability limitation in the immediately foregoing sentence does not apply to Losses or Claims arising out of or relating to (x) an inaccuracy in or a breach of the Fundamental Representations, (y) Fraud-Type Claims or (z) indemnification pursuant to Section 9.2(a)(ii)-(v). To the extent the Sellers have indemnification obligations (1) in respect of matters described in the immediately foregoing clauses (x)-(z) or (2) in excess of the Indemnity Escrow Account that are not recovered by Purchaser under the R&W Insurance Policy (after using commercially reasonable efforts to obtain from seek and procure such recovery), the Sellers shall be severally, and not jointly, liable for any applicable insurance company indemnification obligations, pro rata (calculated based on such Seller’s Indemnity Percentage). In no event shall any insurance proceeds Seller be liable for indemnification hereunder in excess of such Seller’s Indemnity Percentage of the sum of the Purchase Price actually received plus the Included Redemption Payment Amount. Notwithstanding any provision of Section 9 to the contrary, the Sellers in the aggregate shall not have liability in respect of any claim for which the Indemnified Parties seek claims related to this Agreement based on willful misconduct in excess of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000). Any Losses that are subject to indemnification under this Article XI. Notwithstanding anything both Section 9.2(a)(i) and Section 10.3(b) (or under Section 9.2(a)(ii) to the contrary hereinextent relating to obligations under Section 10.3(b)) shall, if the Buyer Indemnified Parties are seekingfor purposes of this Section 9.4 and Section 9.3, 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 claimtreated as Losses under Section 9.2(a)(i).

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(aSections 9.2(a): (i) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) 2,000,000 (the “"Threshold”") or exceed an amount equal to Five Million Dollars ($5,000,000) 91,500,000 (the “"Cap”"); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer the Parent shall be entitled to recover for Damages subject to the limitations in this Section 11.6 9.6 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 to the extent the subject matter of any amounts the claim is covered by insurance (including title insurance), and such insurance proceeds have been actually recovered received by such the 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 the Indemnifying Party pays an Parties pay the Indemnified Party Parties for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party Parties promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Partythe Sellers' Representative on behalf of the Sellers. 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 XIIX. 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 Company's or Sellers’ any Seller's fraud or willful misconduct, or (ii) the Excluded Liabilities Company's or Excluded Assetsany Seller's breach of the representations or warranties set forth in Section 3.2, Section 3.9 (to the extent relating to the Company's material assets) and Section 4.5, as applicable, and/or (iii) any of the matters set forth Sections 9.2(a)(iii), (iv), (v), (vi) or (vii), the Cap limitations in this Section 9.6 (including the Threshold and the Threshold Cap) shall not be applicable to, or otherwise limit a Buyer an Indemnified Party’s 's recovery for, such claim.

Limitations on Indemnity. No Buyer An Indemnifying Party shall not have any liability for indemnification pursuant to Sections 8.2(i), 8.2(iii) 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 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; provided, however, that 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), or liability under Section 8.3 but only to the extent it relates to federal and state income Taxes. 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) 9,375,000 (the “Cap”); provided, thathowever, if that the aggregate Cap shall not apply to Damages resulting from the breach of all claims for Damages equals Fundamental Representations or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this liability under Section 11.6 8.3 but only to the extent such Damages exceed it relates to federal and state income Taxes; provided, further, in the Threshold. In calculating event of an Indemnification Claim pursuant to Section 8.3(iii) then the amount of any Damages payable to a Buyer Indemnified Indemnifying Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative liable for any Damages in excess of any other Damage the Cap plus an additional $5,000,000; provided, further, Indemnification Claims for which an indemnification claim has been made and (iithe loss of tax benefit pursuant to Section 8.3(iii) shall only be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect made pursuant to such Damages (net of any costs and expenses incurred in obtaining such insurance proceedsSection 8.3(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 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 transactions contemplated by this Agreement and which is relied on by Buyer in entering into the

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. 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.