Common use of Limitations on Liability of Sellers Clause in Contracts

Limitations on Liability of Sellers. Notwithstanding any other provision of this Agreement: (a) The Purchaser Indemnified Parties shall have the right to payment by Sellers under Section 11.2(a) (except for claims related to any breach of or any inaccuracy in any Seller Fundamental Representations or the representations and warranties in Section 4.8, none which shall be subject to any threshold) only if, and only to the extent that, the Purchaser Indemnified Parties shall have incurred as to such matters giving rise to indemnification under Section 11.2(a) indemnifiable Losses in excess of the Deductible. (b) Sellers shall have no liability under Sections 11.2(a) in excess of the Cap, except that claims related to any breach of or any inaccuracy in any representations or warranties in Section 4.8 or the Seller Fundamental Representations shall not be subject to any such limit or considered in determining whether such limit has been reached. (c) From and after each Transfer Date, the sole and exclusive liability and responsibility of Sellers to the Purchaser Indemnified Parties under or in connection with this Agreement or the transactions contemplated hereby (including for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), in each case relating to the Purchased Assets transferred on such Transfer Date, and the sole and exclusive remedy of the Purchaser Indemnified Parties with respect to any of the foregoing, shall be as set forth in this Article 11, except for (i) claims of fraud or (ii) as otherwise provided in this Agreement, including pursuant to Sections 3.2 and 6.30. (d) For the avoidance of doubt and without limiting Section 11.4(e), the limitations in Section 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising from any matter giving rise to indemnification under Sections 11.2(b) or 11.2(c) even if such Losses may also be subject to indemnification under Section 11.2(a). (e) To the extent that any Purchaser Indemnified Party suffers any diminution in the value of one or more Purchased Loans as a result of a matter that constitutes a breach of one or more representations or warranties made by Sellers in this Agreement (none of which breached representations or warranties constitutes a Seller Fundamental Representation) (such diminution in value, a “Non-Fundamental Loan Loss”), then, notwithstanding any other provision to the contrary contained herein, such Purchaser Indemnified Party shall bring a claim with respect to such Non-Fundamental Loan Loss pursuant to Section 11.2(a) as a breach of a representation and warranty and not pursuant to Section 11.2(c). For the avoidance of doubt, the limitations applicable to Sellers’ indemnification obligations under Section 11.2(a), including the two-year survival period set forth in Section 11.1(a), the Deductible and the Cap shall apply to any claims pursuant to Section 11.2(a) by any Purchaser Indemnified Party with respect to a Non-Fundamental Loan Loss. Except as provided in this Section 11.4(e), if any matter gives rise to indemnification under one or more of Sections 11.2(a), 11.2(b), 11.2(c) and 11.2(d), the Purchaser Indemnified Parties may bring a claim under any or all of such applicable Sections.

Limitations on Liability of Sellers. Notwithstanding any other ----------------------------------- provision of this Agreement: (a) The Purchaser Indemnified Parties shall have the right to payment by the MRM Sellers under Section 11.2(a10.2(a) (except for claims related to any breach of or any inaccuracy in or breach of any Seller Fundamental Representations --------------- representation or the representations warranty (other than Title and warranties in Section 4.8, none which shall be subject to any thresholdAuthorization Warranties and Tax Warranties) only if, and only to the extent that, the Purchaser Indemnified Parties shall have incurred as to such matters giving rise to indemnification under Section 11.2(a) all inaccuracies and breaches by Sellers collectively, indemnifiable Losses in excess of the DeductibleOne Million Dollars ($1,000,000) and then only for such excess. (b) The MRM Sellers shall not have no any liability under Sections 11.2(aor in connection with this Agreement or the Related Agreements or the transactions contemplated hereby or thereby (including under Section ------- 10.2(a) in excess of the Cap, except that claims related to or otherwise) for any breach of or any inaccuracy in any ------- representation or warranty (other than Tax Warranties) or any related matter in excess of (i) as to all representations or warranties and warranties, with respect to Sellers collectively, other than Title and Authorization Warranties and Tax Warranties, Twenty-Five Million Dollars ($25,000,000) in the aggregate, and (ii) as to Title and Authorization Warranties and the indemnity obligation of Sellers set forth in Section 4.8 or 10.2(c), the Seller Fundamental Representations --------------- Purchase Price in the aggregate; provided, that in no event shall not be subject the -------- MRM Sellers' collective aggregate liability for any and all matters referred to any such limit or considered in determining whether such limit has been reachedclauses (i) and (ii) exceed the Purchase Price in the ----------- ---- aggregate. (c) From and after each Transfer DateNone of the Management Stockholders shall have any liability to Purchaser under this Agreement, it being understood that the MRM Sellers may be entitled to recover from Management Stockholders pursuant to the Management Escrow Agreement certain Losses for which the MRM Sellers have indemnified Purchaser pursuant to this Agreement. (d) In no event shall any Seller have any liability for punitive damages. (e) The sole and exclusive liability and responsibility of Sellers to the Purchaser Indemnified Parties under or in connection with the Shares, this Agreement or the Related Agreements or the transactions contemplated hereby or thereby (including for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), in each case relating to the Purchased Assets transferred on such Transfer Date, and the sole and exclusive remedy of the Purchaser Indemnified Parties with respect to any of the foregoing, shall be as set forth in this Article 11X and in Section 5.8 and Section 11.4(b); --------- ----------- --------------- provided, except for (i) claims that in the event of fraud or (ii) as otherwise provided a breach by any Seller in the -------- performance of its obligation to consummate the sale of any Shares to Purchaser in accordance with, and subject to, the terms of this Agreement, Purchaser shall be entitled to seek injunctive relief against such Seller to compel such performance. To the extent that Purchaser or any of its Affiliates has any Losses for which it may assert any other right to indemnification, contribution or recovery from any Seller or any of their respective Affiliates (whether under this Agreement or under any common law or any statute, including pursuant any environmental Law, or otherwise), Purchaser hereby waives, releases and agrees not to Sections 3.2 assert such right, and 6.30Purchaser agrees to cause each of its Affiliates to waive, release and agree not to assert such right. (df) For the avoidance of doubt and without limiting Section 11.4(e), the limitations in Section 11.4(a) and 11.4(b) In no event shall not apply any Seller have any liability for any claims by or with respect to any past, current or future employees of any Company (or for any Losses arising from relating thereto) which are first made after the Closing and which arise out of or in connection with any matter giving rise to indemnification under Sections 11.2(b) injuries to, or 11.2(c) even if such Losses may also be subject to indemnification under Section 11.2(a). (e) To the extent that any Purchaser Indemnified Party suffers any diminution in the value of one deaths or more Purchased Loans as a result of a matter that constitutes a breach of one or more representations or warranties made by Sellers in this Agreement (none of which breached representations or warranties constitutes a Seller Fundamental Representation) (such diminution in value, a “Non-Fundamental Loan Loss”), then, notwithstanding any other provision to the contrary contained hereinillnesses of, such Purchaser Indemnified Party shall bring a claim with respect to such Non-Fundamental Loan Loss pursuant to Section 11.2(a) as a breach of a representation and warranty and not pursuant to Section 11.2(c). For the avoidance of doubt, the limitations applicable to Sellers’ indemnification obligations under Section 11.2(a), including the two-year survival period set forth in Section 11.1(a), the Deductible and the Cap shall apply to any claims pursuant to Section 11.2(a) by any Purchaser Indemnified Party with respect to a Non-Fundamental Loan Loss. Except as provided in this Section 11.4(e), if any matter gives rise to indemnification under one or more of Sections 11.2(a), 11.2(b), 11.2(c) and 11.2(d), the Purchaser Indemnified Parties may bring a claim under any or all of such applicable Sectionsemployees.

Limitations on Liability of Sellers. Notwithstanding any other provision of this Agreementanything to the contrary herein: (a) The Purchaser Indemnified Parties shall have the right to payment by Sellers under Section 11.2(a) (except for claims related to any a breach of a representation or warranty in this Agreement, the Novation Process Agreement, or an Additional Transaction Addendum or of Section 6.7 in connection with any inaccuracy single item or group of related items that results in any Seller Fundamental Representations or the representations and warranties in Section 4.8, none which Losses of less than *** shall be subject deemed, for all purposes of this Article VIII, not to any threshold) only if, and only to the extent that, the Purchaser Indemnified Parties shall have incurred as to be a breach of such matters giving rise to indemnification under representation or warranty or of Section 11.2(a) indemnifiable Losses in excess of the Deductible.6.7; (b) Sellers shall have no liability under Sections 11.2(aarising out of or relating to clause (i) in excess of or, to the Cap, except that claims related extent relating to any a breach of or any inaccuracy in any representations or warranties in Section 4.8 or 6.7, clause (ii) of Section 8.2(a) except if the Seller Fundamental Representations shall not be aggregate Losses incurred by the Buyer Indemnified Parties thereunder exceed *** (and then, subject to any Section 8.4(c), only to the extent such limit or considered in determining whether such limit has been reached.aggregate Losses exceed ***); (c) From and after each Transfer Datein no event shall Sellers’ aggregate liability arising out of or relating to clause (i) or, the sole and exclusive liability and responsibility of Sellers to the Purchaser extent relating to a breach of Section 6.7, clause (ii) of Section 8.2(a) (other than as clause (i) relates to Sections 3.2 (Due Authorization) and 3.5 (Brokers’ Fees)) exceed ***; (d) no Buyer Indemnified Parties Party shall be entitled to indemnification under Section 8.2(a) for Losses incurred by such Buyer Indemnified Party attributable to matters addressed in Section 2.4; (e) a Party must give written notice to the other Party within a reasonable period of time after becoming aware of any breach by such other Party of any representation, covenant, warranty, agreement or obligation in connection with this Agreement or the transactions contemplated hereby Novation Process Agreement; (including f) Sellers shall have no liability for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant a representation, warranty, covenant, agreement or obligation that was in the Knowledge of Buyer prior to the date of this Agreement; and *** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION (g) Buyer agrees not to pursue a claim against DETM or for any other reasonDEMLP under Section 8.2(a), and in each case relating consideration for Buyer agreeing not to the Purchased Assets transferred on such Transfer Date, and the sole and exclusive remedy of the Purchaser Indemnified Parties with respect to any of the foregoing, shall be as set forth in this Article 11, except for (i) claims of fraud pursue a claim against either DETM or (ii) as otherwise provided in this Agreement, including pursuant to Sections 3.2 and 6.30. (d) For the avoidance of doubt and without limiting DEMLP under Section 11.4(e8.2(a), the limitations in Section 11.4(a) other Sellers agree to indemnify and 11.4(b) shall not apply with respect to any Losses arising from any matter giving rise to indemnification under Sections 11.2(b) or 11.2(c) even if such Losses may also be subject to indemnification under Section 11.2(a). (e) To the extent that any Purchaser Indemnified Party suffers any diminution in the value of one or more Purchased Loans as a result of a matter that constitutes a breach of one or more representations or warranties made by Sellers in this Agreement (none of which breached representations or warranties constitutes a Seller Fundamental Representation) (such diminution in value, a “Non-Fundamental Loan Loss”), then, notwithstanding any other provision hold harmless Buyer to the contrary contained herein, full extent of any such Purchaser Indemnified Party shall bring claim on a claim with respect to such Non-Fundamental Loan Loss pursuant to Section 11.2(a) as a breach of a representation joint and warranty and not pursuant to Section 11.2(c). For the avoidance of doubt, the limitations applicable to Sellers’ indemnification obligations under Section 11.2(a), including the two-year survival period set forth in Section 11.1(a), the Deductible and the Cap shall apply to any claims pursuant to Section 11.2(a) by any Purchaser Indemnified Party with respect to a Non-Fundamental Loan Loss. Except as provided in this Section 11.4(e), if any matter gives rise to indemnification under one or more of Sections 11.2(a), 11.2(b), 11.2(c) and 11.2(d), the Purchaser Indemnified Parties may bring a claim under any or all of such applicable Sectionsseveral basis.

Limitations on Liability of Sellers. Notwithstanding the foregoing provisions of Section 8.1 and any other provision of this Agreement: (a) The Purchaser Indemnified Parties Buyer shall have the right not be entitled to payment by Sellers under Section 11.2(aindemnification for any individual claim that does not exceed Fifty Thousand Dollars ($50,000) (except the "Threshold"). The Sellers shall not have any requirement to make indemnification payments under this Agreement until the aggregate amount of the indemnification obligation of the Sellers hereunder shall exceed $750,000, in which case the Sellers shall only be liable for claims related to any breach the portion of or any inaccuracy in any Seller Fundamental Representations or the representations and warranties in Section 4.8, none which shall be subject to any threshold) only if, and only to the extent that, the Purchaser Indemnified Parties shall have incurred as to such matters giving rise to indemnification under Section 11.2(a) indemnifiable Losses obligation in excess of the Deductible$750,000, except as set forth in Section 8.2(d) below. (b) The Sellers shall not have no liability any requirement to make indemnification payments under Sections 11.2(athis Agreement for breaches of representations or warranties or for breaches of covenants or agreements to be performed prior to Closing, except in respect of matters as to which the Buyer shall have asserted a claim in the manner set forth in Section 8.5 hereof within fifteen (15) in excess months of the CapClosing Date, except provided that (i) any claims related relating to any breach of or any inaccuracy in any the Company's representations in Sections 3.1 or warranties in Section 4.8 3.2 or the Seller Fundamental Representations Sellers' representations set forth in Sections 3.32 (a) and (b) and any claims in respect of any inaccuracy in the disclosures set forth on Schedule 3.2 shall not survive the Closing ------------ indefinitely, and (ii) claims in respect of the Excluded Liabilities, claims in respect of the Defined Benefit Plan, claims in respect of breaches of representations and warranties set forth in Sections 3.7, 3.13 and 3.18 hereof and claims determined by final, non-appealable judgment of a court of competent jurisdiction to arise from fraud by the Sellers and/or the Company, may be subject asserted at any time prior to the expiration of the applicable statutes of limitations therefor (or any such limit or considered extensions thereof in determining whether such limit the case of Tax matters). Notwithstanding the foregoing, any claim that has been reachedtimely asserted by a Buyer Indemnified Person in accordance with this Section 8.2(b) and Section 8.5 hereof shall survive past the applicable time limits set forth in this Section 8.2(b) until the final resolution of the claim. (c) From and after each Transfer Date, The aggregate collective liability of the sole and exclusive liability and responsibility of Sellers to the Purchaser Indemnified Parties under or in connection with this Agreement or the transactions contemplated hereby (including for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), in each case relating to the Purchased Assets transferred on such Transfer Date, and the sole and exclusive remedy of the Purchaser Indemnified Parties with respect to any of the foregoing, shall be not exceed $52,683,750 except as set forth in Section 8.2(d) below and the liability of each Seller under this Article 11Agreement shall not exceed $26,341,875 in the case of Spacelink Ltd. and $26,341,875 in the case of SatCom, except for (ias set forth in Section 8.2(d) claims of fraud or (ii) as otherwise provided in this Agreement, including pursuant to Sections 3.2 and 6.30below. (d) For The Threshold and the avoidance of doubt minimum and without limiting Section 11.4(e), maximum limitations on the limitations Sellers' liability set forth in Section 11.4(aSections 8.2(a) and 11.4(b8.2(c) (including the maximum limitations on the liability of Spacelink Ltd. and SatCom) shall not apply be applicable to (i) obligations of the Sellers pursuant to Sections 2.7, 7.9(f), 7.11 and 9.7, (ii) claims in respect of the Excluded Liabilities, (iii) any claims relating to any inaccuracy in the Company's representations set forth in Sections 3.1, 3.2, 3.7 or 3.13 or the Sellers' representations set forth in Sections 3.32(a) and (b), (iv) any claims relating to any inaccuracy in the disclosures set forth on Schedule 3.2, (v) any claims with ------------ respect to the Defined Benefit Plan, (vi) any claims with respect to the Uncollected Receivables, and (vii) any Losses arising from any matter giving rise to indemnification under Sections 11.2(b) or 11.2(c) even if such Losses may also be subject to indemnification under Section 11.2(a). (e) To the extent that any Purchaser Indemnified Party suffers any diminution in the value of one or more Purchased Loans as a result claims determined by final, non-appealable judgment of a matter that constitutes a breach court of one or more representations or warranties made competent jurisdiction to arise from fraud by the Sellers; provided, however, in no event shall the aggregate indemnification liability of the Sellers in this Agreement (none exceed the amount of which breached representations or warranties constitutes a Seller Fundamental Representation) (such diminution in value, a “Non-Fundamental Loan Loss”), then, notwithstanding any other provision to the contrary contained herein, such Purchaser Indemnified Party shall bring a claim with respect to such Non-Fundamental Loan Loss pursuant to Section 11.2(a) as a breach of a representation and warranty and not pursuant to Section 11.2(c). For the avoidance of doubt, the limitations applicable to Sellers’ indemnification obligations under Section 11.2(a), including the two-year survival period set forth in Section 11.1(a), the Deductible and the Cap shall apply to any claims pursuant to Section 11.2(a) by any Purchaser Indemnified Party with respect to a Non-Fundamental Loan Loss. Except as provided in this Section 11.4(e), if any matter gives rise to indemnification under one or more of Sections 11.2(a), 11.2(b), 11.2(c) and 11.2(d), the Purchaser Indemnified Parties may bring a claim under any or all of such applicable SectionsPurchase Price.

Limitations on Liability of Sellers. Notwithstanding any other provision of this Agreement: (a) The Purchaser Indemnified Parties indemnities set forth in Section 7.03 and all representations, warranties and covenants hereunder shall survive for a period of eighteen months following the Closing Date, unless such indemnities, representations, warranties and covenants of the Sellers hereunder pertain to Tax claims, in which event they shall survive until expiration of the applicable statute of limitation period. Upon the expiration of such respective periods, the Sellers shall have the right to payment by Sellers no liability for Damages under Section 11.2(a) (except for claims related to any breach of or any inaccuracy in any Seller Fundamental Representations or the representations such indemnification provisions unless and warranties in Section 4.8, none which shall be subject to any threshold) only if, and only to the extent that, the Purchaser Indemnified Parties shall Buyers have incurred as been given notice of a claim asserting liability by a third party prior to the expiration of such matters giving rise 46 52 respective periods and thereafter provides notice to indemnification under the Sellers in the manner provided in Section 11.2(a) indemnifiable Losses in excess 7.04 above prior to the expiration of the Deductiblesuch periods. (b) If the Sellers become liable for Damages to Buyers hereunder, the Sellers shall have no be entitled to a credit or offset against such liability under Sections 11.2(aof an amount equal to $50,000 (the "Threshold"). At such time as the aggregate of all Damages exceeds the Threshold, the Buyers shall be entitled to recover from the Sellers any and all amounts for which a claim for indemnity has been made, without regard to the Threshold. The Threshold shall not apply to any Damages relating to (i) in excess HRM's compliance with respect to Section 2080.18 of the CapState Medicaid Manual, except that claims related to Part 2 (HCFA-Pub. 45-2) and whether HRM satisfies the requirements stated in Subsection E-3 thereof, (ii) any breach of matter which, if properly reflected in the Final Balance Sheet, would have resulted in a dollar-for dollar reduction in the Purchase Price or any inaccuracy (iii) those matters set forth in any representations or warranties in Section 4.8 or the Seller Fundamental Representations shall not be subject to any such limit or considered in determining whether such limit has been reachedSections 7.03(a)(iii) and (iv) hereof. (c) From and after each Transfer DateIf the Sellers become liable for Damages to Buyers hereunder, in no event shall the sole and exclusive liability and responsibility of the Sellers to the Purchaser Indemnified Parties under exceed $2,700,000; provided, however, that nothing in this section 7.07(c) shall limit, in any manner, any remedy at law or in connection with this Agreement or the transactions contemplated hereby (including for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), in each case relating equity to the Purchased Assets transferred on such Transfer Date, and the sole and exclusive remedy of the Purchaser Indemnified Parties with respect to any of the foregoing, shall which Buyers may be as set forth in this Article 11, except for (i) claims of fraud or (ii) as otherwise provided in this Agreement, including pursuant to Sections 3.2 and 6.30. (d) For the avoidance of doubt and without limiting Section 11.4(e), the limitations in Section 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising from any matter giving rise to indemnification under Sections 11.2(b) or 11.2(c) even if such Losses may also be subject to indemnification under Section 11.2(a). (e) To the extent that any Purchaser Indemnified Party suffers any diminution in the value of one or more Purchased Loans entitled as a result of a matter that constitutes a breach of one or more representations or warranties made by Sellers in this Agreement (none of which breached representations or warranties constitutes a Seller Fundamental Representation) (such diminution in value, a “Non-Fundamental Loan Loss”), then, notwithstanding any other provision to the contrary contained herein, such Purchaser Indemnified Party shall bring a claim with respect to such Non-Fundamental Loan Loss pursuant to Section 11.2(a) as a breach of a representation and warranty and not pursuant to Section 11.2(c). For the avoidance of doubt, the limitations applicable to Sellers’ indemnification obligations under Section 11.2(a), including the two-year survival period set forth in Section 11.1(a), the Deductible and the Cap shall apply to any claims pursuant to Section 11.2(a) intentional fraud by any Purchaser Indemnified Party with respect party to a Non-Fundamental Loan Loss. Except as provided in this Section 11.4(e), if any matter gives rise to indemnification under one or more of Sections 11.2(a), 11.2(b), 11.2(c) and 11.2(d), the Purchaser Indemnified Parties may bring a claim under any or all of such applicable SectionsAgreement.

Limitations on Liability of Sellers. Notwithstanding any other provision of this Agreement: (a) The Purchaser Indemnified Parties indemnities set forth in Section 7.03 and all representations, warranties and covenants hereunder shall survive for a period of one year following the Closing Date, unless such indemnities, representations, warranties and covenants of the Sellers hereunder pertain to Tax claims, in which event they shall survive until expiration of the applicable statute of limitation period. Upon the expiration of such respective periods, the Sellers shall have no liability for Damages under such indemnification provisions unless the right Buyers have been given notice of a claim asserting liability by a third party prior to payment by the expiration of such respective periods and thereafter provides notice to the Sellers under Section 11.2(a) (except for claims related to any breach of or any inaccuracy in any Seller Fundamental Representations or the representations and warranties manner provided in Section 4.8, none which shall be subject to any threshold) only if, and only 7.04 above prior to the extent that, the Purchaser Indemnified Parties shall have incurred as to expiration of such matters giving rise to indemnification under Section 11.2(a) indemnifiable Losses in excess of the Deductibleperiods. (b) If the Sellers become liable for Damages to Buyers hereunder, the Sellers shall have no be entitled to a credit or offset against such liability under Sections 11.2(a) in excess of an amount equal to $20,000 (the Cap"Threshold"). At such time as the aggregate of all Damages exceeds the Threshold, except that claims related the Buyers shall be entitled to recover from the Sellers any breach of or any inaccuracy in any representations or warranties in Section 4.8 or the Seller Fundamental Representations shall not be subject to any such limit or considered in determining whether such limit and all amounts for which a claim for indemnity has been reachedmade, without regard to the Threshold. (c) From and after each Transfer DateIf the Sellers become liable for Damages to Buyers hereunder, in no event shall the sole and exclusive liability and responsibility of the Sellers to exceed in the Purchaser Indemnified Parties under aggregate 15% of the Purchase Price; provided, however, that nothing in this section 7.07(c) shall limit, in any manner, any remedy at law or in connection with this Agreement or the transactions contemplated hereby (including for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), in each case relating equity to the Purchased Assets transferred on such Transfer Date, and the sole and exclusive remedy of the Purchaser Indemnified Parties with respect to any of the foregoing, shall which Buyers may be as set forth in this Article 11, except for (i) claims of fraud or (ii) as otherwise provided in this Agreement, including pursuant to Sections 3.2 and 6.30. (d) For the avoidance of doubt and without limiting Section 11.4(e), the limitations in Section 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising from any matter giving rise to indemnification under Sections 11.2(b) or 11.2(c) even if such Losses may also be subject to indemnification under Section 11.2(a). (e) To the extent that any Purchaser Indemnified Party suffers any diminution in the value of one or more Purchased Loans entitled as a result of a matter that constitutes a breach of one or more representations or warranties made by Sellers in this Agreement (none of which breached representations or warranties constitutes a Seller Fundamental Representation) (such diminution in value, a “Non-Fundamental Loan Loss”), then, notwithstanding any other provision to the contrary contained herein, such Purchaser Indemnified Party shall bring a claim with respect to such Non-Fundamental Loan Loss pursuant to Section 11.2(a) as a breach of a representation and warranty and not pursuant to Section 11.2(c). For the avoidance of doubt, the limitations applicable to Sellers’ indemnification obligations under Section 11.2(a), including the two-year survival period set forth in Section 11.1(a), the Deductible and the Cap shall apply to any claims pursuant to Section 11.2(a) intentional fraud by any Purchaser Indemnified Party with respect party to a Non-Fundamental Loan Loss. Except as provided in this Section 11.4(e), if any matter gives rise to indemnification under one or more of Sections 11.2(a), 11.2(b), 11.2(c) and 11.2(d), the Purchaser Indemnified Parties may bring a claim under any or all of such applicable SectionsAgreement.

Limitations on Liability of Sellers. Notwithstanding any other provision anything contained in Section 9.2, the indemnification obligations of this AgreementSellers are subject to the following: (a) The Purchaser Sellers shall not be liable for any indemnification obligations pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) until such time as the total amount of all Damages that have been suffered or incurred by the Buyer Indemnified Parties, and for which the Buyer Indemnified Parties shall have the right to payment by Sellers under Section 11.2(a) (except for claims related to any breach of or any inaccuracy in any Seller Fundamental Representations or the representations and warranties in Section 4.8, none which shall be subject to any threshold) only if, and only to the extent that, the Purchaser Indemnified Parties shall have incurred as to such matters giving rise are entitled to indemnification under Section 11.2(a9.2, exceeds one-half of one percent (0.5%) indemnifiable Losses of the Purchase Price in the aggregate (the “Deductible”), whereupon, subject to Section 9.7(b), the Buyer Indemnified Parties shall be entitled to indemnification hereunder for the aggregate amount of all Damages in excess of the Deductible; provided that in no event shall the Sellers be liable for any indemnification obligations pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) for any individual claim or an aggregate series of claims arising out of the same or similar facts, events or circumstances where Damages relating thereto are less than $10,000 (the “Mini Basket”);provided, further,that the Deductible and Mini Basket shall not apply to or in any way limit any claim for indemnification with respect to any Damages for any breach of a Fundamental Representation, or any Damages that arise out of Sellers’ fraud or willful misconduct in connection with the transactions contemplated herein. (b) Sellers shall have no liability not be required to indemnify the Buyer Indemnified Parties in respect of any Damages for which indemnity is claimed under Sections 11.2(aSection 9.2(a)(i) in excess or Section 9.2(b)(i) to the extent that the aggregate amount of such Damages exceeds twenty percent (20%) of the CapPurchase Price (the “General Limitation”); provided, except that claims related the General Limitation shall not apply to or in any way limit any claim for indemnification with respect to any Damages relating to any breach of any Fundamental Representation, or any inaccuracy Damages that arise out of Sellers’ fraud or willful misconduct in any representations or warranties in Section 4.8 or connection with the Seller Fundamental Representations shall not be subject to any such limit or considered in determining whether such limit has been reachedtransactions contemplated herein. (c) From and after each Transfer Date, Sellers shall not be required to indemnify the sole and exclusive liability and responsibility of Sellers to the Purchaser Buyer Indemnified Parties in respect of any Damages for which indemnity is claimed under Section 9.2(a) or in connection with this Agreement or Section 9.2(b) (including, for the transactions contemplated hereby (including for avoidance of doubt, any breach of or inaccuracy in any representation or warranty or for Damages relating to any breach of any covenant or obligation or for any other reason), in each case relating Fundamental Representation) to the Purchased Assets transferred on extent that the aggregate amount of such Transfer Date, and the sole and exclusive remedy Damages exceeds an amount equal to one hundred percent (100%) of the Purchaser Purchase Price (the “Overall Cap”); and each Seller individually shall not be required to indemnify the Buyer Indemnified Parties in respect of any such Damages for an aggregate amount that is greater than such Seller’s Ownership Percentage of the Overall Cap; provided, that the Overall Cap shall not apply or in any way limit indemnification with respect to any Damages that arise out of the foregoing, shall be as set forth in this Article 11, except for (i) claims of Sellers’ fraud or (ii) as otherwise provided willful misconduct in this Agreement, including pursuant to Sections 3.2 and 6.30connection with the transactions contemplated herein. (d) For the avoidance The amount of doubt and without limiting Section 11.4(e), the limitations in Section 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising from any matter giving rise to indemnification under Sections 11.2(b) or 11.2(c) even if such Losses may also be Damages subject to indemnification under Section 11.2(a). (e) To by an Indemnifying Party hereunder shall be net of any amounts actually recovered by the extent that any Purchaser Indemnified Party suffers any diminution in or the value Company under insurance policies, other sources of one indemnification, or more Purchased Loans as a result of a matter that constitutes a breach of one or more representations or warranties made by Sellers in this Agreement (none of which breached representations or warranties constitutes a Seller Fundamental Representation) (such diminution in valueotherwise, a “Non-Fundamental Loan Loss”), then, notwithstanding any other provision to the contrary contained herein, such Purchaser Indemnified Party shall bring a claim with respect to such NonDamages (net of documented out-Fundamental Loan Loss pursuant to Section 11.2(a) as a breach of a representation and warranty and not pursuant to Section 11.2(cof-pocket expenses incurred in connection with such recovery). For Following the avoidance of doubtClosing, and without affecting the limitations applicable Indemnified Party’s rights to Sellers’ indemnification obligations under Section 11.2(a), including the two-year survival period set forth in Section 11.1(ahereunder (unless proceeds are recovered), the Deductible and the Cap shall apply to any claims pursuant to Section 11.2(a) by any Purchaser Indemnified Party shall use commercially reasonable efforts to pursue any available claims under applicable insurance policies, other than self-insurance policies, but shall not have any obligation to engage in any litigation in connection therewith. In the event an Indemnified Party or the Company receives any recovery from insurers or otherwise with respect to such Damages after an Indemnifying Party has made a Non-Fundamental Loan Loss. Except as provided payment in this Section 11.4(e), if any matter gives rise to indemnification under one or more respect of Sections 11.2(a), 11.2(b), 11.2(c) and 11.2(d)such Damages, the Purchaser Indemnified Parties Party or the Company, as the case may bring a claim under be, shall refund to the Indemnifying Party the amount actually received by it (net of any or all of expenses incurred by such applicable SectionsPerson in collecting such amounts).

Limitations on Liability of Sellers. Notwithstanding any other provision of this Agreementanything to the contrary herein, Sellers’ obligations to indemnify the Buyer Indemnified Parties pursuant to Section 9.2(a)(ii) hereof shall be subject to the following limitations: (a) The Purchaser Indemnified Parties shall have the right to payment by Sellers under Section 11.2(a) (except for claims related to any A breach of any representation, warranty or covenant of Sellers in this Agreement in connection with any inaccuracy single item or group of related items that results in any Seller Fundamental Representations or the representations and warranties in Section 4.8, none which Losses of less than $100,000 shall be subject deemed, for all purposes of this Article IX, not to any threshold) only ifbe a breach of such representation, warranty or covenant, and only to therefore shall not be applied towards the extent that, the Purchaser Indemnified Parties shall have incurred as to such matters giving rise to indemnification under Section 11.2(a) Threshold Amount or be indemnifiable Losses in excess of the Deductiblehereunder. (b) Sellers shall have no liability under Sections 11.2(aarising out of or relating to Section 9.2(a)(ii) until the aggregate amount of all such Losses actually incurred by the Buyer Indemnified Parties thereunder exceeds an amount equal to 1% of the Purchase Price (the “Threshold Amount”), in which event Sellers’ indemnity obligations shall apply to Losses actually incurred in excess of the CapThreshold Amount (subject to the maximum liability provided for in subsection (c) below); provided, except however, that claims related in respect of Losses incurred or suffered by the Buyer Indemnified Parties as a result of, relating to or arising out of any breach of or any inaccuracy in any the representations or and warranties contained in Section 4.8 or 4.11, the Seller Fundamental Representations Threshold Amount shall not be subject deemed to any such limit or considered in determining whether such limit has been reachedbe $5,000,000. (c) From and after each Transfer Date, the sole and exclusive In no event shall Sellers’ aggregate liability and responsibility of Sellers to the Purchaser Indemnified Parties under or in connection with this Agreement or the transactions contemplated hereby (including for any breach arising out of or inaccuracy in any representation or warranty or for any breach relating to Section 9.2(a)(ii) exceed 10% of any covenant or obligation or for any other reasonthe Purchase Price (the “Cap Amount”), in and each case relating to the Purchased Assets transferred on such Transfer Date, Buyer Indemnified Party waives and the sole releases and exclusive remedy of the Purchaser Indemnified Parties with respect to any of the foregoing, shall be as set forth in this Article 11, except for (i) claims of fraud or (ii) as otherwise provided in this Agreement, including have no recourse against Sellers pursuant to Sections 3.2 and 6.30Section 9.2(a)(ii) in excess of such Cap Amount. (d) For the avoidance of doubt and without limiting Section 11.4(e), the limitations in Section 11.4(a) and 11.4(b) No Buyer Indemnified Party shall not apply with respect to any Losses arising from any matter giving rise to indemnification under Sections 11.2(b) or 11.2(c) even if such Losses may also be subject entitled to indemnification under Section 11.2(a). (e9.2(a)(ii) To to the extent that any Purchaser Indemnified Party suffers any diminution in the value Buyers have otherwise been compensated by reasons of one or more Purchased Loans as a result of a matter that constitutes a breach of one or more representations or warranties made by Sellers in this Agreement adjustments (none of which breached representations or warranties constitutes a Seller Fundamental Representation) (such diminution in value, a “Non-Fundamental Loan Loss”), then, notwithstanding any other provision to the contrary contained herein, such Purchaser Indemnified Party shall bring a claim with respect to such Non-Fundamental Loan Loss pursuant to Section 11.2(a2.5) as a breach in the calculation of a representation and warranty and not pursuant the Purchase Price relative to Section 11.2(c). For the avoidance of doubt, the limitations applicable to Sellers’ indemnification obligations under Section 11.2(a), including the two-year survival period set forth in Section 11.1(a), the Deductible and the Cap shall apply to any claims pursuant to Section 11.2(a) by any Purchaser Indemnified Party with respect to a Non-Fundamental Loan what it would have been absent such Loss. Except as provided in this Section 11.4(e), if any matter gives rise to indemnification under one or more of Sections 11.2(a), 11.2(b), 11.2(c) and 11.2(d), the Purchaser Indemnified Parties may bring a claim under any or all of such applicable Sections.