Common use of Limitations on Liabilities Clause in Contracts

Limitations on Liabilities. (a) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate sums payable under Section 7.03 (other than sums payable as a result of fraud) exceed (i) with respect to Red Cat or the Principal Stockholder the Escrow Shares under the Escrow Agreement and the aggregate liability for Unusual exceed $1.8 million. Notwithstanding anything herein to the contrary, the Escrow Shares shall be the sole and exclusive recourse by Unusual for any breaches of the representations and warranties set forth in this Agreement by Red Cat and/or the Principal Stockholder and for any Red Cat or Principal Stockholder Indemnified Losses. The Principal Stockholder shall have no right of indemnification or contribution against Red Cat for any claims or breaches of the representations and warranties of Red Cat set forth herein or any Red Cat Indemnified Losses. Notwithstanding anything to the contrary contained herein, no Party (including Unusual) shall be obligated to indemnify and hold harmless any other under Section 7.04 for breaches of representations and warranties unless and until all Indemnified Losses in respect of which such Party is obligated to provide indemnification exceed $250,000 (the “Basket Amount”) following which (subject to the provisions of this Section 7.04) such Party shall be obligated to indemnify and hold harmless, the other Party for all such Indemnified Losses (not merely the amount by which the Indemnified Losses exceed the Basket Amount); provided, however the Basket Amount shall not apply to indemnity obligations for Indemnified Losses arising as a result of fraud if determined by a final decision of a court of competent jurisdiction or breaches of the representations and warranties in Sections 5.07, 5.08, and 5.27. (b) Notwithstanding anything to the contrary set forth herein, none of the limitations on indemnification set forth in this Section 7.04 shall apply to matters relating to fraud if determined by a final decision of a court of competent jurisdiction.

Limitations on Liabilities. (a) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate sums payable under Section 7.03 (other than sums payable as a result of fraud) exceed (i) with respect to Red Cat or a breach of a representation and warranty that shall survive the Principal Stockholder Closing Date until the Escrow Shares under the Escrow Agreement and the aggregate liability for Unusual exceed $1.8 million. Notwithstanding anything herein to the contrary, the Escrow Shares shall be the sole and exclusive recourse by Unusual for any breaches expiration of the representations and warranties set forth period specified in this Agreement by Red Cat and/or the Principal Stockholder and for any Red Cat or Principal Stockholder Indemnified Losses. The Principal Stockholder shall have no right applicable statute of indemnification or contribution against Red Cat for any claims or breaches of the representations and warranties of Red Cat set forth herein or any Red Cat Indemnified Losses. Notwithstanding anything limitations pursuant to the contrary contained hereinSection 10.1, no Party (including Unusual) party shall be obligated to indemnify and hold harmless any other under Section 7.04 10.3 for breaches of representations and warranties unless and until all Indemnified Losses in respect of which such Party party is obligated to provide indemnification exceed $250,000 (the “Basket Amount”) Amount following which (subject to the provisions of this Section 7.0410.4) such Party party shall be obligated to indemnify and hold harmless, the other Party party for all such Indemnified Losses (not merely the amount by which the Indemnified Losses exceed in excess of the Basket Amount); provided, provided however that the Basket Amount shall not apply to indemnity obligations for Indemnified Losses arising as a result of fraud if determined by a final decision fraud. In addition, no individual claim for Indemnified Loss shall count toward the Basket Amount unless it exceeds the De Minimus Amount, following which the full amount of a court such individual claim for Indemnified Loss shall be aggregated together with other claims for Indemnified Losses exceeding the De Minimus Amount for purposes of competent jurisdiction or breaches of calculating the representations and warranties in Sections 5.07, 5.08, and 5.27Basket Amount. (ba) Notwithstanding anything to the contrary set forth herein, none of the limitations on indemnification set forth in this Section 7.04 10.4 (or otherwise) shall apply to matters relating to fraud if determined by a final decision intentional or fraudulent breaches, violations or misrepresentations. (b) Each party waives on behalf of a court itself and the other Indemnified Parties claiming through such parties, any right to multiply actual damages or recover consequential, indirect, special, punitive or exemplary damages (including, without limitation, damages for lost profits or loss of competent jurisdictionbusiness opportunity) arising in connection with or with respect to the indemnification provisions hereof. (c) Each Indemnified Party entitled to indemnification hereunder shall take reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event which could reasonably be expected to give rise to any Losses that are indemnifiable or recoverable hereunder.

Limitations on Liabilities. The indemnification provided for in Section 9.1 and Section 9.2 shall be subject to the following limitations: (a) Monster and the Seller shall not be liable to the Purchaser Indemnified Parties (i) for any Losses with respect to any inaccuracies in or breaches of an individual representation or warranty contained in this Agreement (or a series of related breaches of or inaccuracies in representations and warranties arising out of the same facts and circumstances) if the amount of such Losses is less than KRW 65 million (a “De Minimis Loss”), (ii) for any Losses with respect to any inaccuracies in or breaches of a representation or warranty contained in this Agreement unless and until the aggregate amount of its Losses exceeds KRW 750 million (the “Threshold Amount”), in which event the Seller or Monster shall be responsible for the full amount of such Losses, including the Threshold Amount, provided that the aggregate liability of the Seller and Monster to the Purchaser Indemnified Parties under Section 9.1(a) shall not exceed 12.5% of the Purchase Price (the “Cap”) (except that any Losses resulting from fraud or willful concealment or a breach of a Fundamental Representation of Monster or the Seller or a breach of any covenant or agreement of Monster or the Seller contained in this Agreement shall not be subject to the Cap, provided, that in no event shall Monster and the Seller be liable for any Losses in excess of the amount actually received by the Seller at the Closing). (b) Subject to Section 9.4(b), the Purchaser shall not be liable to the Seller Indemnified Parties (i) for De Minimis Losses and (ii) for any Losses with respect to any inaccuracies in or breaches of a representation or warranty contained in this Agreement unless and until the aggregate amount of its Losses exceeds the Threshold Amount, in which event the Purchaser shall be responsible for the full amount of such Losses, including the Threshold Amount, provided that the aggregate liability of the Seller or Monster to the Purchaser Indemnified Parties under Section 9.2(a) shall not exceed the Cap (except that any Losses resulting from fraud or willful concealment or a breach of a Fundamental Representation of the Purchaser or a breach of any covenant or agreement of the Purchaser contained in this Agreement shall not be subject to the Cap). (c) Neither the Monster and the Seller on the one hand, or the Purchaser on the other hand shall have any obligations under or liabilities in respect of Section 9.1(a) or Section 9.2(a) from and after the applicable survival date described in Section 9.3; provided that any claim for indemnity made by a Purchaser Indemnified Party or Seller Indemnified Party under Section 9.1(a) or Section 9.2(a), as the case may be, in accordance with the terms of this Article IX prior to the expiration of the applicable survival date will survive beyond the applicable survival date until such claim is finally and conclusively resolved. (d) Neither a Purchaser Indemnified Party, nor the Purchaser Indemnified Parties as a group or class, shall be entitled to recover from Monster or the Seller pursuant to this Article IX more than once in respect of the same Losses suffered; and neither a Seller Indemnified Party, nor the Seller Indemnified Parties as a group or class, shall be entitled to recover from Purchaser pursuant to this Article IX more than once in respect of the same Losses suffered. (e) Neither Monster, the Seller nor the Purchaser shall be liable for any Losses in respect of any liability or Loss which is contingent unless and until such contingent liability or Loss becomes an actual liability or Loss and is due and payable. (f) Each Purchaser Indemnified Party and Seller Indemnified Party shall use its commercially reasonable efforts to mitigate any indemnifiable Loss, and in the event that either a Purchaser Indemnified Party or Seller Indemnified Party fails to so mitigate an indemnifiable Loss, the Seller and Monster, on the one hand, or the Purchaser, on the other hand, shall have no liability for any portion of such Loss that reasonably could have been avoided had the Purchaser Indemnified Party or Seller Indemnified Party, as applicable, made such efforts. (g) Notwithstanding anything to the contrary contained hereinin this Agreement, in no event Person shall the aggregate sums payable under Section 7.03 be liable to or otherwise responsible for consequential, special, indirect, incidental, punitive or exemplary damages (other than sums payable as a result of fraud) exceed (i) with respect to Red Cat or the Principal Stockholder the Escrow Shares under the Escrow Agreement and the aggregate liability for Unusual exceed $1.8 million. Notwithstanding anything herein except to the contrary, the Escrow Shares shall be the sole and exclusive recourse by Unusual for any breaches of the representations and warranties set forth in this Agreement by Red Cat and/or the Principal Stockholder and for any Red Cat or Principal Stockholder Indemnified Losses. The Principal Stockholder shall have no right of indemnification or contribution against Red Cat for any claims or breaches of the representations and warranties of Red Cat set forth herein or any Red Cat Indemnified Losses. Notwithstanding anything to the contrary contained herein, no Party (including Unusual) shall be obligated to indemnify and hold harmless any other under Section 7.04 for breaches of representations and warranties unless and until all Indemnified Losses in respect of which extent such Party is obligated to provide indemnification exceed $250,000 (the “Basket Amount”) following which (subject to the provisions of this Section 7.04) such Party shall be obligated to indemnify and hold harmless, the other Party for all such Indemnified Losses (not merely the amount by which the Indemnified Losses exceed the Basket Amountdamages result from third party claims); provided, however the Basket Amount shall not apply to indemnity obligations for Indemnified Losses arising as a result of fraud if determined by a final decision of a court of competent jurisdiction or breaches of the representations and warranties in Sections 5.07, 5.08, and 5.27. (bh) Notwithstanding anything to the contrary set forth herein, none after the Closing, except in the case of fraud or willful concealment, the rights and remedies of the limitations Purchaser, Monster, the Seller, and any Purchaser Indemnified Party and any Seller Indemnified Party (each Purchaser Indemnified Party and Seller Indemnified Party is referred to herein as an “Indemnified Party”), under this Article IX are exclusive and in lieu of any and all other rights and remedies which the Purchaser, Monster, the Seller, or any Indemnified Party, may have under this Agreement or otherwise against each other with respect to this Agreement and with respect to the transactions contemplated hereby, and the Purchaser expressly waives and releases and agrees to waive and release any and all other rights or causes of action it or its Affiliates may have against the other party or its Affiliates after the Closing under any Law with respect to the preceding matters except in the case of fraud or willful concealment. In furtherance of the foregoing, each of the parties hereby waives, on behalf of itself and each of the other Indemnified Parties, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims and causes of action based on fraud or willful concealment) that it may have against any other parties to this Agreement with respect to this Agreement or in respect of the transactions contemplated hereby arising under or based upon any applicable law or otherwise (except pursuant to the indemnification provisions set forth in this Section 7.04 shall apply to matters relating to fraud if determined by a final decision of a court of competent jurisdictionArticle IX).

Limitations on Liabilities. (a) Notwithstanding anything to the contrary contained hereinin this Agreement, in no event shall the aggregate sums payable under Section 7.03 (other than sums payable as a result liability of fraud) exceed (i) with respect to Red Cat Sellers or the Principal Stockholder the Escrow Shares Buyer (as applicable) under the Escrow this Agreement and the aggregate liability for Unusual exceed $1.8 million. Notwithstanding anything herein to the contrary, the Escrow Shares any documents delivered in connection herewith or contemplated hereby shall be the sole and exclusive recourse by Unusual for any breaches of the representations and warranties set forth in this Agreement by Red Cat and/or the Principal Stockholder and for any Red Cat or Principal Stockholder Indemnified Losses. The Principal Stockholder shall have no right of indemnification or contribution against Red Cat for any claims or breaches of the representations and warranties of Red Cat set forth herein or any Red Cat Indemnified Losses. Notwithstanding anything to the contrary contained hereinlimited as follows: (a) IN NO EVENT SHALL THE SELLERS BE LIABLE IN ANY WAY WHATSOEVER TO THE BUYER WITH RESPECT TO A BREACH OF THE WARRANTY OF TITLE GIVEN IN SECTION 5.08 WITH RESPECT TO ANY PROPERTY IN EXCESS OF THE ADJUSTMENT VALUE OF SUCH PROPERTY, no Party AND THE PARTIES AGREE THAT THE PROCEDURES STATED IN SECTION 4.04 (including UnusualAND THE INDEMNIFICATION PROVISIONS IN SECTION 12.04(c) shall be obligated to indemnify and hold harmless any other under Section 7.04 for breaches of representations and warranties unless and until all Indemnified Losses in respect of which such Party is obligated to provide indemnification exceed $250,000 (the “Basket Amount”APPLICABLE TO A BREACH OF SECTION 4.04) following which (subject to the provisions of this Section 7.04) such Party shall be obligated to indemnify and hold harmless, the other Party for all such Indemnified Losses (not merely the amount by which the Indemnified Losses exceed the Basket Amount); provided, however the Basket Amount shall not apply to indemnity obligations for Indemnified Losses arising as a result of fraud if determined by a final decision of a court of competent jurisdiction or breaches of the representations and warranties in Sections 5.07, 5.08, and 5.27ARE THE EXCLUSIVE REMEDIES FOR SUCH BREACH. (b) Notwithstanding anything the aggregate amount of all Losses (including, without limitation, title defects) for which Sellers are liable to Buyer under this Agreement when aggregated with any "losses", including, without limitation, "Title Defects", but excluding the contrary set forth herein"uNcapped obligations" (in this case, none as the terms "Losses," "Title Defects" and "uNcapped Obligations" are defined under the contribution agreement) for which the ipp parties are responsible under the terms of the limitations on indemnification set forth in this Section 7.04 Contribution Agreement shall apply to matters relating to fraud if determined by a final decision of a court of competent jurisdictionnot exceed $5,000,000.00. THE LIMITATION CONTAINED IN THIS SECTION 12.07(b) SHALL NOT APPLY TO SELLERS' OBLIGATIONS IN SECTIONS 10.05, 12.01 AND 12.04(a) AND (b) HEREOF (COLLECTIVELY, THE "UNCAPPED OBLIGATIONS").

Limitations on Liabilities. (a) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate sums payable under Section 7.03 (other than sums payable as a result of fraud) exceed (i) with respect to Red Cat or the Principal Stockholder the Escrow Shares under the Escrow Agreement and the aggregate liability for Unusual exceed $1.8 million. Notwithstanding anything herein to the contrary, the Escrow Shares shall be the sole and exclusive recourse by Unusual for any breaches of the representations and warranties set forth in this Agreement by Red Cat and/or the Principal Stockholder and for any Red Cat or Principal Stockholder Indemnified Losses. The Principal Stockholder shall have no right of indemnification or contribution against Red Cat for any claims or breaches of the representations and warranties of Red Cat set forth herein or any Red Cat Indemnified Losses. Notwithstanding anything to the contrary contained herein, no Party (including Unusual) Neither party shall be obligated to indemnify and hold harmless any the other under Section 7.04 6.4 for breaches of representations and warranties warranties: (i) If and to the extent that fact, matter, event or circumstance giving rise to such indemnification (x) was fairly disclosed in this Agreement or its disclosure schedules *** or (z) if the liability is specifically provided or reserved for in the Financial Statements or the Closing Financial Statements; (ii) unless and until the liability pursuant to an individual claim for Indemnified Loss exceeds *** (“De Minimus Amount”), following which the full amount of such individual claim for Indemnified Loss shall be aggregated together with other claims for Indemnified Losses exceeding the De Minimus Amount for purposes of calculating the Basket Amount in Section 6.5(a)(iii) below; (iii) unless and until all Indemnified Losses in respect of which such Party party is obligated to provide indemnification exceed $250,000 *** (the “Basket Amount”) following which (subject to the provisions of this Section 7.046.4) such Party party shall be obligated to indemnify and hold harmless, the other Party party for all such Indemnified Losses (not merely the amount by which the Indemnified Losses exceed the Basket Amount); provided, provided however that the Basket Amount shall not apply to indemnity obligations for Indemnified Losses arising as a result of fraud if determined by a final decision of a court of competent jurisdiction or breaches of the representations and warranties in Sections 5.074.2, 5.084.3, 4.8 and 5.274.9; (b) The aggregate amount of the liability under this Agreement for breaches of representations and warranties of the Sellers (other than a breach of the representations and warranties in Sections 4.2, 4.3, 4.8 and 4.9), shall be ***, provided that the aggregate indemnification obligations of each Seller in respect of each Indemnified Loss shall not exceed its entire Pro Rata Share of the amount of such Indemnified Loss. The Buyer irrevocably waives any right to claim against the Sellers for any such amounts exceeding the liability cap agreed in this clause. (bc) The amount of any Indemnified Loss under this Agreement for breaches of representations and warranties of the Sellers shall be reduced by the amount of any payment received by the Buyer, the Company and/or their Affiliates under any insurance policies. The Buyer shall pursue in good faith any available insurance recovery with respect to such Indemnified Losses. (d) The Buyer shall not be entitled to recover damages or obtain payment or indemnity more than once in respect of the same liability, loss, cost, damage or deficiency, regardless of whether more than one claim arises in respect of it (principle of non bis in idem). (e) Notwithstanding anything to the contrary set forth herein, none of the limitations on indemnification set forth in this Section 7.04 6.5 shall apply to matters relating to fraud if determined by a final decision of a court of competent jurisdictionintentional or fraudulent breaches, violations or misrepresentations.

Limitations on Liabilities. (a) Notwithstanding anything to the contrary contained herein, : (i) in no event shall the aggregate sums payable by the Principal Sellers under Section 7.03 7.4(a)(i)(A) or by the Sellers under Section 7.4(b)(i) (other than sums payable as a result of fraud) exceed (i) with respect to Red Cat or the Principal Stockholder the Escrow Shares under the Escrow Agreement and the aggregate liability for Unusual exceed $1.8 million. Notwithstanding anything herein to the contrary, the Escrow Shares shall be the sole and exclusive recourse by Unusual for any breaches of the representations and warranties set forth in this Agreement by Red Cat and/or the Principal Stockholder and for any Red Cat or Principal Stockholder Indemnified Losses. The Principal Stockholder shall have no right of indemnification or contribution against Red Cat for any claims fraud or breaches of the representations Fundamental Representations enumerated in Section 7.2) exceed the aggregate amount of the Escrow Shares; and warranties (ii) in no event shall the aggregate sum payable by the Principal Sellers under any other provision of Red Cat set forth herein Section 7.4(a) or by the Sellers under any Red Cat Indemnified Losses. other provision of Section 7.3(b) exceed the Stock Consideration at Closing. (b) No claim for breach of representation or warranty shall be made by any Party if such Party had actual knowledge of the fact or event giving rise to such breach prior to or as of the Closing. (c) Notwithstanding anything to the contrary contained herein, no Party (including Unusual) party shall be obligated to indemnify and hold harmless any other Party under Section 7.04 7.4 for breaches of representations and warranties unless and until all Indemnified Losses in respect of which such Party party is obligated to provide indemnification exceed $250,000 Twenty-Five Thousand Dollars (US$25,000) (the “Basket Amount”) following which (subject to the provisions of this Section 7.047.5) such Party party shall be obligated to indemnify and hold harmless, the other Party party for all such Indemnified Losses (not merely the amount by which of the Indemnified Losses exceed in excess of the Basket Amount); provided, provided however that the Basket Amount shall not apply to indemnity obligations for Indemnified Losses arising as a result of fraud if determined by a final decision of a court of competent jurisdiction or breaches of the representations and warranties in Sections 5.07, 5.08, 5.7 and 5.275.8. (bd) Notwithstanding anything to the contrary set forth herein, none of the limitations on indemnification set forth in this Section 7.04 7.5(a) or (c) shall apply to matters relating to fraud if determined fraudulent misrepresentations. (e) The amount of any payments required to be made under this Article 7 shall be reduced by a final decision the amount of a court any tax or insurance benefit actually received by (including by refund or by reduction of competent jurisdictionor offset against Taxes otherwise payable) the recipient by reason of the payment or incurrence by such recipient of the item for which the indemnity is being sought. Each party shall notify the other in writing of such receipt of any such tax or insurance benefits.

Limitations on Liabilities. (a) Subject to Section 10.2, except in the case of Fraud with respect to the representations in Article V, the Company shall not be liable to the Purchaser Indemnified Parties for any Losses resulting from the Company Breaches in excess of the Signing Payment and, if received by the Company and the Additional Interim Payment, in each case to the extent actually received by the Company. In no event shall the Company be liable for any Losses resulting from the Selling Shareholder Breaches. No Purchaser Indemnified Party shall be entitled to recover any Losses for Company Breaches unless and until the aggregate Losses for which they would otherwise be entitled to indemnification exceed Two Hundred Fifty Thousand Dollars ($250,000) at which point the Purchaser Indemnified Party shall become entitled to be indemnified, compensated and reimbursed for all such Losses, subject to the terms and conditions set forth herein. (b) Except in the case of Fraud with respect to each such Selling Shareholder’s representations in Article VI, each Selling Shareholder shall not be liable to any Purchaser Indemnified Party for any Losses resulting from such Selling Shareholder’s Selling Shareholder Breaches for more than one hundred percent (100%) of the applicable portion of the Purchase Price received by such Selling Shareholder. For the avoidance of doubt, no Selling Shareholder shall be liable for any Selling Shareholder Breaches of any other Selling Shareholder. Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate sums payable liabilities of each Selling Shareholder under Section 7.03 this Agreement exceed the applicable portion of the Purchase Price received by such Selling Shareholder, and (ii) in no event shall the aggregate liability of each of the Founding Shareholders under this Agreement for any Company Breaches exceed their respective pro rata share of the Founder Initial Indemnity Cap together with their Pro Rata Share of the Seller Initial Indemnity Cap, and in no event shall the aggregate liability of each Selling Shareholder (other than sums payable as a result the Founding Shareholders) under this Agreement for any Company Breaches exceed its Pro Rata Share of fraudthe Seller Initial Indemnity Cap. (c) exceed (i) with respect to Red Cat or the Principal Stockholder the Escrow Shares under the Escrow Agreement and the aggregate liability for Unusual exceed $1.8 million. Notwithstanding anything herein to the contrary, the Escrow Shares The indemnification provisions in this Article X shall be the sole and exclusive recourse by Unusual for any breaches remedy of the representations Purchaser Indemnified Persons against any Selling Shareholder, the Company, their respective Affiliates and warranties set forth in this Agreement by Red Cat and/or the Principal Stockholder their respective former, current and for any Red Cat or Principal Stockholder Indemnified Losses. The Principal Stockholder shall have no right of indemnification or contribution against Red Cat future shareholders, directors, officers, employees and other representatives, for any claims or breaches for any monetary damages arising out of the representations and warranties of Red Cat set forth herein this Agreement or any Red Cat Indemnified Lossescertificate or instrument delivered in connection with this Agreement, whether in contract, tort or otherwise. Notwithstanding anything to the contrary contained herein, no Party (including Unusual) shall be obligated to indemnify and hold harmless any other under Section 7.04 for breaches of representations and warranties unless and until all Indemnified Losses in respect of which such Party is obligated to provide indemnification exceed $250,000 (the “Basket Amount”) following which (subject to the foregoing provisions of this Section 7.0410.3, in no event will Section 10.3 be deemed a waiver by any party of any right to specific performance or injunctive or equitable relief, any right or remedy arising from a criminal act, or any right or remedy arising by reason of any claim of Fraud. (d) such No Purchaser Indemnified Party shall be obligated entitled to indemnify and hold harmless, the other Party any duplicative recovery for all such Indemnified Losses (not merely the amount by which the Indemnified Losses exceed the Basket Amount); provided, however the Basket Amount shall not apply to indemnity obligations for Indemnified Losses arising as a result of fraud if determined by a final decision of a court of competent jurisdiction or breaches of the representations and warranties in Sections 5.07, 5.08any Losses, and 5.27. (b) Notwithstanding anything any Losses for indemnification under this Agreement shall be determined without duplication of recovery due to the contrary set forth hereinfacts giving rise to such Losses constituting a breach of more than one representation, none of the limitations on indemnification set forth in this Section 7.04 shall apply to matters relating to fraud if determined by a final decision of a court of competent jurisdictionwarranty, covenant or agreement.

Limitations on Liabilities. (ai) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate sums payable by the Shareholder under Section 7.03 6.4 (other than sums payable as a result of fraud) exceed (i) with respect to Red Cat fraud or the Principal Stockholder the Escrow Shares under the Escrow Agreement and the aggregate liability for Unusual exceed $1.8 million. Notwithstanding anything herein to the contrary, the Escrow Shares shall be the sole and exclusive recourse by Unusual for any breaches of the representations and warranties set forth in this Agreement by Red Cat and/or the Principal Stockholder and for any Red Cat or Principal Stockholder Indemnified Losses. The Principal Stockholder shall have no right of indemnification or contribution against Red Cat for any claims or breaches of the representations and warranties of Red Cat set forth herein or any Red Cat Indemnified Losses. Sections enumerated in Section 6.2) exceed an amount equal to ***. (ii) Notwithstanding anything to the contrary contained herein, no Party (including Unusual) party shall be obligated to indemnify and hold harmless any other under Section 7.04 6.4 for breaches of representations and warranties unless and until all Indemnified Losses Liabilities in respect of which such Party party is obligated to provide indemnification exceed $250,000 *** (the “Basket Amount”) following which (subject to the provisions of this Section 7.04) such Party party shall be obligated to indemnify and hold harmless, the other Party party for all such Indemnified Losses indemnified losses (not merely the amount by which the Indemnified Losses indemnified losses exceed the Basket Amount); provided, provided however that the Basket Amount shall not apply to indemnity obligations for Indemnified Losses arising as a result of fraud if determined by a final decision of a court of competent jurisdiction or breaches of the representations and warranties in Sections 5.07, 5.084.2 (Authorization; Enforceability), and 5.274.6 (Capitalization) or indemnity obligations pursuant to subsection 6.4(a)(vii) or subsection 6.4(b)(iii). In addition, no individual claim for indemnified Liabilities shall count toward the Basket Amount unless it exceeds *** (“De Minimus Amount”), following which the full amount of such individual claim for indemnified Liabilities shall be aggregated together with other claims for indemnified Liabilities exceeding the De Minimus Amount for purposes of calculating the Basket Amount. (biii) Notwithstanding anything to the contrary set forth herein, none neither party shall be liable for special, punitive, exemplary, consequential or indirect damages, or lost profits, whether based on contract, tort, strict liability, other theory of the limitations on indemnification set forth in this Section 7.04 shall apply to matters relating to fraud if determined by a final decision of a court of competent jurisdictionlaw or otherwise.

Limitations on Liabilities. (a) Notwithstanding anything the provisions of this Article VI, (i) the Seller shall not have any liability to Purchaser Indemnitees under Section 6.2(a)(i) unless and until the amount of the aggregate indemnification obligations exceed Forty Five Thousand Dollars ($45,000.00) (the “Threshold”), whereupon the Seller shall indemnify the Purchaser Indemnitees for the amount of all Losses solely to the contrary contained hereinextent that such Losses exceed the Threshold, in no event shall and (ii) the aggregate sums payable amount of the Seller’s liability under Section 7.03 6.2(a)(i) shall not exceed fifteen percent (other than sums payable as a result 15%) of fraud) exceed the Purchase Price, except (iA) with respect to Red Cat or the Principal Stockholder the Escrow Shares under the Escrow Agreement and a breach of a Fundamental Representation of Seller, in which case the aggregate amount of the Seller’s liability for Unusual under Section 6.2(a)(i) shall not exceed $1.8 million. Notwithstanding anything herein to one hundred percent (100%) of the contraryPurchase Price, or (B) in the Escrow Shares case of fraud or willful misconduct by such party, in which case there shall be no cap on the sole and exclusive recourse by Unusual for any breaches aggregate amount of the representations and warranties set forth in this Agreement by Red Cat and/or the Principal Stockholder and for any Red Cat or Principal Stockholder Indemnified Losses. The Principal Stockholder shall have no right of indemnification or contribution against Red Cat for any claims or breaches of the representations and warranties of Red Cat set forth herein or any Red Cat Indemnified Losses. Notwithstanding anything to the contrary contained herein, no Party (including Unusual) shall be obligated to indemnify and hold harmless any other under Section 7.04 for breaches of representations and warranties unless and until all Indemnified Losses in respect of which such Party is obligated to provide indemnification exceed $250,000 (the “Basket Amount”) following which (subject to the provisions of this Section 7.04) such Party shall be obligated to indemnify and hold harmless, the other Party for all such Indemnified Losses (not merely the amount by which the Indemnified Losses exceed the Basket Amount); provided, however the Basket Amount shall not apply to indemnity obligations for Indemnified Losses arising as a result of fraud if determined by a final decision of a court of competent jurisdiction or breaches of the representations and warranties in Sections 5.07, 5.08, and 5.27Seller’s liability. (b) Notwithstanding anything the provisions of this Article VI, (i) neither the Purchaser nor the Parent shall have any liability to Seller Indemnitees under Section 6.2(b)(i) unless and until the amount of the aggregate indemnification obligations exceed the Threshold, whereupon the Purchaser and the Parent shall indemnify the Seller Indemnitees for the amount of all Losses solely to the contrary set forth hereinextent that such Losses exceed the Threshold, none and (ii) the aggregate amount of the limitations Purchaser’s and Parent’s joint liability under Section 6.2(b)(i) shall not exceed fifteen percent (15%) of the Purchase Price, except (A) with respect to a breach of a Fundamental Representation of Purchaser, in which case the aggregate amount of the Purchaser’s and Parent’s joint liability under Section 6.2(b)(i) shall not exceed one hundred percent (100%) of the Purchase Price, or (B) in the case of fraud or willful misconduct by such party, in which case there shall be no cap on the aggregate amount of the Purchaser’s and Parent’s joint liability. (c) The amount of any Losses for which indemnification set forth is provided to a Seller Indemnitee or a Purchaser Indemnitee shall be net of any actual cash insurance recoveries or recoveries of indemnities from any third parties of the indemnified party. If a party obtains such a recovery, such party’s indemnity claim shall not be offset to the extent of the party’s expenses in obtaining such recovery. Each Person entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Section 7.04 Agreement shall apply take all commercially reasonable steps to matters relating mitigate all Losses after becoming aware of any event or circumstance that could reasonably be expected to fraud if determined give rise to Losses that are indemnifiable or recoverable hereunder or in connection herewith. (d) Payments by a Seller Indemnitee or a Purchaser Indemnitee in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the indemnified party. (e) The obligations to indemnify and hold harmless pursuant to Section 6.2 shall survive the consummation of the transactions contemplated hereby until the end of the applicable Survival Periods, except for claims for indemnification with respect to which an indemnified party provides a notice for such claim on or before the expiration of the Survival Period, which claims shall survive until final decision of a court of competent jurisdictionresolution thereof. (f) All indemnification payments under Article VI shall be adjustments to the Purchase Price except as otherwise required by applicable Law.

Limitations on Liabilities. (a) Notwithstanding anything The Selling Shareholders’ liability for their indemnification obligations under Sections 2 and 3 above, shall be limited as follows: 4.1 Each Selling Shareholder’s aggregate amount of liability with respect to breaches of any of their representations, warranties or covenants under Sections 1, 2 and 5 hereof shall be limited to the contrary contained hereinamount received by such Selling Shareholder pursuant to Section 1.2 and Section 1.3 hereof (including such Selling Shareholder’s Escrow Contribution); provided however that, with respect to any given Selling Shareholder, in no event shall the Investor be allowed to obtain, from the Escrow Deposit, any amounts other than such Selling Shareholder’s Escrow Contribution on account of such breach. 4.2 Each Selling Shareholder’s aggregate amount of liability with respect to its indemnification obligation under Section 3(a) above, to the extent arising from the representations and warranties (other than with respect to the Major Representations of the Company set forth in the Transaction Agreement) and covenants of the Company in the Transaction Agreement shall be limited to the lesser of (i) such Selling Shareholder’s pro rata share (based on total amounts received hereunder) of any amounts due to the Investor Parties on account of all Selling Shareholder’ indemnification obligations under Section 3(a) to the extent arising from the representations and warranties (other than with respect to the Major Representations of the Company set forth in the Transaction Agreement) and covenants of the Company in the Transaction Agreement; or (ii) the amount of such Selling Shareholder’s respective Escrow Contribution. 4.3 Each Selling Shareholder’s aggregate amount of liability with respect to its indemnification obligation under Section 3(a) above, to the extent arising from the Major Representations of the Company set forth in the Transaction Agreement and under Section 3(b), shall be limited to the lesser of (i) such Selling Shareholder’s pro rata share (based on total amounts received hereunder) of any amounts due to the Investor Parties on account of all Selling Shareholders’ indemnification obligation under Section 3(a) or Section 3(b), as applicable, to the extent arising from the Major Representations of the Company set forth in the Transaction Agreement or under Section 3(b); or (ii) the amount received by such Selling Shareholder pursuant to Section 1.2 and Section 1.3 hereof (including such Selling Shareholder’s Escrow Contribution). 4.4 Notwithstanding any herein to the contrary, in no event shall the aggregate sums payable liability of any Selling Shareholder under this Agreement exceed the aggregate payments received by such Selling Shareholder pursuant to Section 7.03 1.2 and Section 1.3 hereof (other than sums payable as a result of fraud) exceed (i) including such Selling Shareholder’s Escrow Contribution). 4.5 From and after the IAC Control Date, in the event that the Investor Parties have suffered Investor Losses with respect to Red Cat or which the Principal Stockholder Investor Parties are entitled to (a) indemnification from the Escrow Shares Company under Section 6 of the Escrow Transaction Agreement and (b) indemnification from the Selling Shareholders under Section 3 of this Agreement, then the aggregate liability for Unusual exceed $1.8 million. Notwithstanding anything herein of any Selling Shareholder under Section 3 of this Agreement shall be limited to 50% of such Investor Losses, subject to the contraryother limitations of Sections 4.2, 4.3 and 4.4. 4.6 The parties acknowledge that the Escrow Shares shall be the sole and exclusive recourse by Unusual for any breaches of the representations and warranties limitations set forth in this Agreement by Red Cat and/or the Principal Stockholder preceding clauses 4.1 through 4.5, inclusive, are not mutually exclusive, but rather are separate and for any Red Cat or Principal Stockholder Indemnified Losses. The Principal Stockholder shall have no right of indemnification or contribution against Red Cat for any claims or breaches of the representations independent limitations, and warranties of Red Cat set forth herein or any Red Cat Indemnified Losses. Notwithstanding anything to the contrary contained herein, no Party (including Unusual) shall be obligated to indemnify that each and hold harmless any other under Section 7.04 for breaches of representations and warranties unless and until all Indemnified Losses in respect of which such Party is obligated to provide indemnification exceed $250,000 (the “Basket Amount”) following which (subject to the provisions of this Section 7.04) such Party shall be obligated to indemnify and hold harmless, the other Party for all such Indemnified Losses (not merely the amount by which the Indemnified Losses exceed the Basket Amount); providedlimitations may, however the Basket Amount shall not alone or together, apply to indemnity a party’s obligations for Indemnified Losses arising as a result of fraud if determined by a final decision of a court of competent jurisdiction or breaches of the representations and warranties in Sections 5.07, 5.08, and 5.27accordance with their respective terms. (b) Notwithstanding anything to the contrary set forth herein, none of the limitations on indemnification set forth in this Section 7.04 shall apply to matters relating to fraud if determined by a final decision of a court of competent jurisdiction.

Limitations on Liabilities. (a) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate sums payable by the Seller under Section 7.03 6.4 or otherwise for the breach of the representations and warranties under this Agreement (whether arising in law or equity, in contract, tort or any other theory of law, other than sums payable as a result of fraud) exceed (i) with respect to Red Cat or the Principal Stockholder the Escrow Shares under the Escrow Agreement and the aggregate liability for Unusual exceed $1.8 million. Notwithstanding anything herein to the contrary, the Escrow Shares shall be the sole and exclusive recourse by Unusual for any breaches of the representations and warranties set forth in this Agreement by Red Cat and/or Sections 4.7 and 4.8, exceed the Principal Stockholder Ceiling defined below; and for the Company, the Parent and Buyer hereby waive, each on its own behalf and on behalf of its Affiliates and their respective directors, officers, employees and agents, any Red Cat or Principal Stockholder excess amounts of Indemnified Losses. The Principal Stockholder shall have no right of indemnification or contribution against Red Cat for any claims or breaches Ceiling during the first year after the Closing Date will be **** percent (****%) of the representations shares constituting the Stock Consideration, and warranties such Ceiling will be reduced to **** (****%) of Red Cat set forth herein or any Red Cat Indemnified Losses. the shares constituting the Stock Consideration during the second year after the Closing Date. (b) Notwithstanding anything to the contrary contained herein, no Party (including Unusual) neither party shall be obligated to indemnify and hold harmless any the other under Section 7.04 6.4 for breaches of representations and warranties unless and until all Indemnified Losses in respect of which such Party party is obligated to provide indemnification exceed $250,000 **** United States Dollars (US$****) (the “Basket Amount”) following which (subject to the provisions of Section 6.2 and this Section 7.046.5) such Party party shall be obligated to indemnify and hold harmless, the other Party party for all such Indemnified Losses (not merely the amount by which the Indemnified Losses exceed the Basket Amount); provided, provided however that the Basket Amount shall not apply to indemnity obligations for Indemnified Losses arising as a result of fraud if determined by a final decision of a court of competent jurisdiction or breaches of the representations and warranties in Sections 5.074.7, 5.08, 4.8 and 5.274.27. (bc) Notwithstanding anything to the contrary set forth herein, the indemnification liability of either party as set forth in Section 6.4 and as limited by Section 6.2 and this Section 6.5 constitutes the sole and exclusive remedy for the other party and its Affiliates and their respective directors, officers, employees and agents for any breach of any and all representations and warranties under this Agreement. (d) Notwithstanding anything to the contrary set forth herein, neither party shall be liable for special, punitive, exemplary, consequential or indirect damages, or lost profits, whether based on contract, tort, strict liability, other theory of law or otherwise. (e) Notwithstanding anything to the contrary set forth herein, none of the limitations on indemnification set forth in this Section 7.04 6.5 shall apply to matters relating to fraud if determined by a final decision of a court of competent jurisdictionintentional or fraudulent breaches, violations or misrepresentations.

Limitations on Liabilities. (a) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate sums payable under Section 7.03 this Agreement: (other than sums payable as a result of frauda) exceed (i) with respect to Red Cat or the Principal Stockholder the Escrow Shares under the Escrow Agreement and the aggregate liability for Unusual exceed $1.8 million. Notwithstanding anything herein to the contrary, the Escrow Shares No Indemnifying Party shall be the sole and exclusive recourse by Unusual liable for any breaches of the representations and warranties set forth in this Agreement by Red Cat and/or the Principal Stockholder and for any Red Cat or Principal Stockholder Indemnified Losses. The Principal Stockholder shall have no right of indemnification or contribution against Red Cat for any claims or breaches of the representations and warranties of Red Cat set forth herein or any Red Cat Indemnified Losses. Notwithstanding anything to the contrary contained herein, no Party (including Unusual) shall be obligated to indemnify and hold harmless any other under Section 7.04 for breaches of representations and warranties unless and until all Indemnified Losses in respect of any liability or Loss which is contingent unless and until such contingent liability or Loss becomes an actual liability or Loss and is due and payable; provided that an Indemnified Party may timely deliver a Claim Notice or Direct Claim for a Loss without regard as to whether such Loss is obligated to provide indemnification exceed $250,000 (the “Basket Amount”) following which (subject to the provisions of this Section 7.04) such then contingent. No Indemnifying Party shall be obligated liable to indemnify pay any amount in discharge of a claim under this Article IX unless and hold harmless, until the other Party for all such Indemnified Losses (not merely the amount by liability or Loss in respect of which the Indemnified Losses exceed the Basket Amount); provided, however the Basket Amount shall not apply to indemnity obligations for Indemnified Losses arising as a result of fraud if determined by a final decision of a court of competent jurisdiction or breaches of the representations claim is made has become due and warranties in Sections 5.07, 5.08, and 5.27payable. (b) Notwithstanding anything Neither a Buyer Indemnified Party, nor the Buyer Indemnified Parties as a group or class, shall be entitled to recover from the Sellers, collectively, pursuant to this Article IX more than once in respect of the same Losses suffered. Neither a Seller Indemnified Party, nor the Seller Indemnified Parties as a group or class, shall be entitled to recover from Buyer pursuant to this Article IX more than once in respect of the same Losses suffered. (c) No Indemnifying Party shall be liable under this Article IX for any consequential, indirect, incidental, special, exemplary or punitive damages, including diminution of value, loss of business reputation or opportunity, except to the contrary set forth hereinextent awarded to a Person other than an Indemnified Party pursuant to a Third-Party Claim. (d) No Seller shall be liable under this Article IX for any Losses in respect of any claim or any matter, none of act, omission or circumstance (or any combination thereof), including the limitations on indemnification set forth in this Section 7.04 shall apply to matters relating to fraud if determined by a final decision aggravation of a court matter or circumstance, to the extent that such Losses would not have occurred but for: (i) any action taken or omitted to the extent expressly required by this Agreement or otherwise at the request of competent jurisdictionor with the written approval of any Buyer Indemnified Party; and/or (ii) any action taken or omitted by any Buyer Indemnified Party after the Closing (including any reorganization, transfer or sale of any Purchased Company or its business). (e) The Buyer Indemnified Parties shall not be entitled to recover Losses pursuant to Section 9.2 to the extent such Losses arise from or relate to the performance of any Non-Permitted Testing.