Common use of Limitations on Liability Clause in Contracts

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. 6.1 The maximum aggregate liability of the Seller in respect of: (a) Notwithstanding anything all claims under this Agreement in respect of the Tax Warranty (collectively, the Tax Warranty Claims) shall not exceed $26,500,000.00 (such amount being the Tax Amount); and (b) all Claims shall not exceed the Consideration received by it. 6.2 The Seller shall not be liable in respect of: (a) any claim in respect of the Tax Warranty or any Fundamental Warranty, unless written notice of such claim has been given to the contrary Seller by or on behalf of the Buyer by no later than the date which falls three years after the Completion Date; and (b) any other Claim, unless written notice of such Claim has been given to the Seller by or on behalf of the Buyer by no later than the date that is 12 months after the Completion Date. 6.3 Any Claim against the Seller will (if it has not previously been satisfied, settled or withdrawn) be deemed to have been withdrawn unless legal proceedings in respect of it have been commenced by being both issued and served within three months of notification of the Claim to the Seller. 6.4 None of the limitations contained hereinin this Clause ‎6 will apply to any Claim if any liability of the Seller in respect of that Claim arises from, an Indemnifying Party or is increased as a result of, fraud or fraudulent misrepresentation on the part of the Seller. 6.5 The rights and remedies of the Buyer under this Agreement with respect to the warranties and undertakings given in ‎Schedule 3 shall not have be affected by Completion and shall survive delivery of and payment for the C Depositary Receipts. The rights and remedies of the Seller under this Agreement with respect to the warranties and undertakings given in ‎Schedule 4 shall not be affected by Completion and shall survive delivery of and payment for the C Depositary Receipts. 6.6 For the purpose of this clause, Net Amount shall mean an amount in USD from time to time equal to the Tax Amount, less the aggregate amount in USD of payments made by the Seller to the Buyer in respect of any obligation under Section 6.02 unless Tax Warranty Claim from time to time. For the period commencing on the Completion Date and ending on the date which is the third anniversary of the Completion Date (the Claim Deadline), the Seller shall retain an aggregate amount of cash and/or cash equivalents in USD equal to the Net Amount; provided that, if a bona-fide Tax Warranty Claim is formally commenced by the Buyer against the Seller prior to the Claim Deadline but has not been resolved, satisfied, settled or withdrawn prior to the Claim Deadline, the Seller shall solely with respect to such Tax Warranty Claim, continue to retain an aggregate amount of cash and/or cash equivalents in USD equal to the amount subject to such Tax Warranty Claim (provided such amount shall not exceed the Net Amount) until such Tax Warranty Claim is resolved, settled, satisfied or withdrawn. Notwithstanding the forgoing, the Seller may, at its discretion and at its sole cost and expense (including, without limitation, any and all premiums, broker commissions and related attorney fees and expenses), obtain an insurance policy, the terms of which shall be approved by the Buyer (which approval shall not be unreasonably withheld, denied or delayed) (the Insurance Policy). The Insurance Policy shall (1) name (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified PartySeller, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) the Buyer and (iii) such other persons or entities, being designees of the Buyer, as acceptable to the insurer(s), in each case as an insured party, (2) provide that, until the Claim Deadline, the Buyer and its designees shall have priority over the Seller in respect of any recovery under the Insurance Policy and that the Seller shall not have the right to receive any recovery unless and until all the claims made by the Buyer or its designees under the Insurance Policy prior to the Claim Deadline have been resolved, satisfied, settled or withdrawn, and (3) have a term that ends no earlier than the Claim Deadline. In the event shall that the aggregate liability Seller obtains the Insurance Policy, then, notwithstanding the forgoing, (a) the Net Amount (and therefore the amount of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party cash and/or cash equivalents required to be retained pursuant to this Agreement. (cClause 6.6) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount equal to the policy limit of the Insurance Policy less any deductible, retention, exclusion or other limitation that would be subtracted from or decrease the amount recoverable by the Buyer under the Insurance Policy, (b) the Buyer shall use reasonable best efforts to recover under the Insurance Policy in respect of any Tax Warranty Claim and in addition, to first recover any Tax Warranty Claim under the Insurance Policy, and (c) if the Buyer is unable to recover in full the relevant amount under the Insurance Policy, the Buyer’s right to assert a Tax Warranty Claim against the Seller shall not be affected or prejudiced by the availability of the Insurance Policy, except that the Seller shall be responsible only for the portion of any Tax Warranty Claim in excess of the amount actually recovered by the Buyer under the Insurance Policy in respect of such insurance proceeds or indemnityTax Warranty Claim. If the Seller has made payment in respect of any Tax Warranty Claim and the Buyer subsequently recovers under the Insurance Policy in respect of such claim, contribution or similar paymentsthe Buyer shall promptly refund to the Seller the lesser of the amount recovered (net of cost and applicable taxes, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as receipt) under the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as Insurance Policy and the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossesthe Seller. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2019-B Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2019-A Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2025-A Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2021-B Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained hereinin this Agreement, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party the Seller arising out of, under Section 6.02 exceed $1,000,000 or relating to indemnification under this Article VIII exceed: (i) with respect to the Other Indemnifiable Matters, *****; and (ii) with respect to the Specified Matters, an amount equal to the Specified Matters Cap. Notwithstanding the foregoing, this Section 8.3(a) shall not apply to any claims based on Fraud. (b) The amount of any Losses subject to indemnification under this Article VIII shall be reduced or reimbursed, as the case may be, by any Third Party insurance proceeds (net of any deductible or co-payment and all reasonable and documented out of pocket costs related to such recovery) or other recoveries, in each case, actually received or realized by the relevant Buyer Indemnified Party with respect to such Losses. If a Buyer Indemnified Party actually receives an amount under Third Party insurance coverage or otherwise recovers any amount with respect to Losses that were the subject of indemnification under this Article VIII at any time subsequent to indemnification provided under this Agreement, then such Buyer Indemnified Party shall promptly reimburse the Seller to the extent of the amount received (net of any deductible or co-payment, the Buyer Indemnified Party's reasonable estimate of any increase in insurance premiums attributable to such recovery and all out of pocket costs related to such recovery) but only to the extent that the amounts so received are less than or equal to the amounts actually paid by the Seller to the Buyer Indemnified Party for such Losses. Notwithstanding the foregoing, in no event shall the aggregate liability of an Indemnifying such Buyer Indemnified Party have any obligation under this Agreement exceed to (i) remit any portion of such insurance recoveries in excess of the proceeds indemnification payment or payments actually received by from the Seller with respect to such party pursuant Losses or (ii) make, or cause any Subsidiary to this Agreementmake, any insurance claim or to pursue any recovery from any insurance carrier or Third Party with respect thereto. (c) Each Indemnified Party shall use reasonable efforts Subject to mitigate all the limitations in this Section 8.3, following the final determination of the amount of any indemnifiable Losses for to which such a Buyer Indemnified Party is or may be entitled pursuant to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VIVIII, (i) the payment under this Article VI with respect to such Losses Indemnity Holdback Amount shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with Losses payable by the Seller to such recovery. If an Buyer Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) if the aggregate Indemnity Holdback Amount is equal to $0, the Maximum Earnout Amount shall be reduced by the amount paid of any such remaining Losses (such reduction to the Maximum Earnout Amount not to exceed the caps set forth in Section 8.3(a)), payable by Acuitas or XLLC to all applicable Indemnified Parties with respect the Seller to such LossesBuyer Indemnified Party. Notwithstanding anything to the contrary in this Agreement, the sole source of recovery for any indemnification obligation of Seller pursuant to Section 8.1 shall be the Indemnity Holdback Amount or the offset to the Maximum Earnout Amount pursuant to this Section 8.3(c). (d) Notwithstanding anything The indemnity of any Buyer Indemnified Party (including, for the avoidance of doubt, any Target Company Group Member) in this Article VIII shall be for the benefit of and extend to Buyer in accordance with the contrary terms set forth hereinin this Agreement. No Buyer Indemnified Party (including, for the avoidance of doubt, any Target Company Group Member) other than Buyer shall have any rights against the Seller under the terms of this Article VIII except as may be exercised on its behalf by the Buyer pursuant to this Article VIII. The Buyer may elect to exercise or not exercise indemnification rights under Article VIII on behalf of the other Buyer Indemnified Parties affiliated with it (including, for the avoidance of doubt, any Target Company Group Member) in its sole discretion and shall have no event shall liability to any party be entitled to recover or make a claim such other Buyer Indemnified Party for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special action or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesinaction under Article VIII.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2026-A Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything Each of the Parties shall take all reasonably practicable steps to minimize and mitigate the contrary contained herein, an Indemnifying Party shall not have any obligation Damages in respect of which the request for indemnification under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series terms of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)this Agreement has been made. (b) Notwithstanding anything Neither Party shall be liable to indemnify the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying other Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party for any losses under this Agreement unless and until the aggregate amount of losses exceeds [*****] (the “Loss Threshold”). Each Party shall be liable to indemnify the other Party for losses which the indemnified Party is finally determined to be entitled to indemnification and which exceed the proceeds actually received by such party pursuant Loss Threshold. [*****] Portions of this exhibit are subject to this Agreementa request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation The total Liability of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified either Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified indemnify the other Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VIAgreement shall not exceed, in the payment under this Article VI with respect aggregate, an amount equal to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) [*****] of the amount of such insurance proceeds Demerger Consideration (except for claims under Sections [*****] or indemnity[*****]), contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) [*****] of the aggregate amount paid by Acuitas or XLLC Demerger Consideration for claims under Section [*****], (iii) [*****] of the Demerger Consideration for claims under Section [*****] and (iv) [*****] of the Demerger Consideration for claims under Sections [*****] and [*****] in aggregate; provided that Transferor’s obligation to all applicable Indemnified Parties transfer the Komoro Business and Transferee’s obligation to acquire the Komoro Business and pay the Demerger Consideration in accordance with respect to such Losses. (d) Notwithstanding anything this Agreement and the Demerger Agreement shall not be subject to the contrary set forth limitations provided herein. The total Liability limitations provided herein shall be cumulatively calculated for all claims under this Agreement (except for claims under Sections [*****] or [*****]) and the other Transaction Agreements, such that in no event shall any party be entitled will Transferor’s total liability under this Agreement (except for claims under Sections [*****] or [*****]) and the other Transaction Agreements (excluding liability arising from breach of Transferor’s obligation to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality [*****]) exceed [*****] of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any LossesDemerger Consideration.

Limitations on Liability. (a) Notwithstanding anything Each of IgDraSol and STI agrees that, from and after the date hereof, except with respect to remedies that cannot be waived as a matter of law (including fraud) and injunctive and provisional relief (including specific performance), this Article VI shall be the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, exclusive remedy with respect to any matter breaches of the representations and warranties set forth in this Agreement. No current or series former stockholder, director, officer, employee, agent, consultant, Affiliate or advisor of related matters for which indemnification is IgDraSol shall have any Liability of any nature to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses STI with respect to such matter any breach of any representation, warranty, covenant or mattersagreement contained in, including the first $100,000 (subject or any other claims based upon, arising out of, or otherwise in respect of, this Agreement. No current or former stockholder, director, officer, employee, agent, consultant, Affiliate or advisor of STI shall have any Liability of any nature to all IgDraSol with respect to any breach of any representation, warranty, covenant or agreement contained in, or any other applicable requirements and limitations herein)claims based upon, arising out of, or otherwise in respect of, this Agreement. (b) Notwithstanding anything to For purposes of computing the contrary contained herein, (i) in no event shall the aggregate liability amount of any Damages incurred by an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Indemnified Party under this Agreement exceed Article VI, there shall be deducted an amount equal to the amount of any insurance proceeds actually received or reasonably expected to be received by the Indemnified Party in connection with such party pursuant Damages or any of the circumstances giving rise thereto (it being understood that the Indemnified Party shall use commercially reasonable efforts to this Agreementobtain such proceeds). (c) Each Indemnified Party Nothing in this Section 6.3 shall use reasonable efforts limit any remedy STI or IgDraSol may have against any Person for actual fraud involving a knowing and intentional misrepresentation of a fact material to mitigate all Losses for the transactions contemplated by this Agreement made with the intent of inducing any other party hereto to enter into this Agreement and upon which such Indemnified Party is other party has relied (as opposed to any fraud claim based on constructive knowledge, negligent misrepresentation or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or a similar obligation of another Person (other than an Affiliate of such Indemnified Party), the theory) under applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossestort laws. (d) Notwithstanding anything Except in the case of intentional or willful misrepresentation or fraud, the total amount of payments for its indemnification obligations (including defense costs and expenses) that IgDraSol can be required to make to, or for the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect benefit of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology STI pursuant this Article VI shall be used in calculating limited to the amount of any Lossesthe Option Consideration actually received by IgDraSol.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2018-A Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything to The respective representations, warranties, agreements, and indemnities of the contrary contained hereinCompany, an Indemnifying Party shall not have any obligation under Section 6.02 unless the Stockholder and until Ion (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, solely with respect to any matter Section 4.2), on one hand, and of GenuTec and SALLC, on the other hand, as set forth in this Agreement or series of related matters for which indemnification is to be in connection with the transactions contemplated hereby shall survive the Closing except as expressly provided under in Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein10.1(b). (b) Notwithstanding anything The Stockholder and Ion (solely with respect to Section 4.2) shall have no liability under this Agreement to indemnify under Section 8.3(a) and GenuTec and SALLC shall have no liability under this Agreement to indemnify under Section 8.3(b) against breaches of the contrary contained hereinprovisions of the representations and warranties set forth in Article IV (the “Warranty Indemnities”), unless the Stockholder, Ion (solely with respect to Section 4.2) or GenuTec required to provide indemnification hereunder (individually and collectively, the “Indemnifying Party”) receives notice in writing from the party or parties entitled to receive indemnification hereunder (individually and collectively, the “Indemnified Party”) of the Indemnified Party’s claim under said indemnity on or before that date which shall be eighteen (18) months following the Closing Date (the “Warranty Indemnity Period”); provided, however, that the Warranty Indemnity Period and limitations shall not apply to (i) any breaches of or obligations under Article IX (with respect to Tax Matters) or breach of the representations and warranties contained in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and 4.7 (iiEmployee Benefit Plans) or Section 4.17(b) (Environmental Matters) in no event which cases, such Covenant Indemnities and indemnities referred to in clause (i) above, shall survive for the aggregate liability applicable statutes of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreementlimitations. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable The Indemnifying Party shall cause be obligated to indemnify as and to the extent set forth in Section 8.3 and 10.1 of this Agreement only if the aggregate of all of their liability under such Indemnified indemnity obligations exceeds $50,000; it being understood that such $50,000 figure is to serve as a “deductible” (for example, if the indemnity claims for which the Indemnifying Party to use reasonable efforts to collect such insurance proceeds or indemnitywould, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnitybut for the provisions of this Section 10.1(c), contribution or similar payments prior to being indemnified with respect to such Losses under this Article VIbe liable aggregate $75,000, the payment under this Article VI with respect to such Losses shall Indemnifying Party would then only be reduced by liable for the $25,000 amount in excess of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses$50,000 deductible). (d) Notwithstanding anything to the contrary set forth hereincontained in this Agreement, in no event shall the maximum liability of the Indemnifying Party in connection with the Warranty Indemnities or Covenant Indemnities under this Agreement exceed the $6,982,500 Cash Payment, unless such breach or violation shall constitute fraud, in which event the maximum liability of the Indemnifying Party shall be the entire $13,965,000 value of the Merger Consideration. (e) All claims by any party Indemnified Party shall be entitled asserted and resolved in accordance with the following provisions. If any claim or demand for which an Indemnifying Party would be liable to recover an Indemnified Party is asserted against or make a sought to be collected from such Indemnified Party by such third party, said Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnification; provided, however, that any amounts failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced or to the extent that any applicable period set forth in respect ofSection 10.1(b) has expired without such notice being given. After receipt by the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and in no event shall “Losses” take all actions necessary, including but not limited to the posting of such bond or other security as may be deemed required by any Governmental Authority, so as to include indirect, expectation, incidental, special enable the claim to be defended against or consequential damages, lost profits resolved without expense or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting other action by the generality Indemnified Party. Upon request of the foregoingIndemnifying Party, no “multiple the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (i) take such action as the Indemnifying Party may reasonably request in connection with such action, (ii) allow the Indemnifying Party to dispute such action in the name of earnings” or “multiple the Indemnified Party and to conduct a defense to such action on behalf of cash flow” or similar valuation methodology shall be used the Indemnified Party, and (iii) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in calculating the amount of any Lossesconnection with such dispute and defense.

Limitations on Liability. The amounts for which an indemnifying party shall be liable under Sections 18A and 18B shall be net of any insurance proceeds received or to be received by the indemnified party in connection with the facts and circumstances giving rise to the right of indemnification. OCEAN SPRAY SHALL HAVE NO LIABILITY TO NORTHLAND OR ANY THIRD PARTY FOR DAMAGES OR LIABILITY OR INJURY TO A THIRD PARTY ARISING FROM THE MISUSE OR MISAPPLICATION OF THE CONCENTRATE OR FROM THE CONCENTRATE BEING INCORPORATED INTO ANOTHER PRODUCT UNLESS THE CONCENTRATE FAILED TO MEET ANY OCEAN SPRAY REPRESENTATIONS AND WARRANTIES HEREIN. The liability of any party shall be limited such that the indemnified party shall not be entitled to more than one recovery for any single loss, damage, cost, expense, liability, obligation or claim even though such may have resulted from the breach or inaccuracy of more than one of the representations, warranties, covenants or agreements made by the indemnifying party in this Agreement. If Northland has properly rejected Concentrate in accordance with Section 5.C. by reason of non-compliance with the specifications on Exhibit 3 or for non-compliance with the other terms, conditions and provisions of this Agreement within the applicable thirty (a30) Notwithstanding day period for rejection or for any damages, defects, shortages or failure to meet specifications on Exhibit 3, notwithstanding anything to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 Northland’s sole and exclusive remedy (unless and until (i) the Losses incurred otherwise agreed to in writing by the XLLC Indemnified Parties parties) for any properly rejected Concentrate or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shortages shall be liable for all Losses replacement concentrate, which meets the specifications on Exhibit 3, which shall be shipped at Ocean Spray’s cost to Northland (provided that Northland had previously paid the shipment costs associated with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Partyrejected Concentrate), the applicable Indemnifying Party shall cause such Indemnified Party to use and delivered in a reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossestime. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained hereinherein (excluding Article VI, an Indemnifying Party to which this Section 9.04 shall not have apply): (a) Parent shall not be liable for any obligation under Section 6.02 breach of any representation, warranty, covenant or agreement of Parent or the Sellers set forth in this Agreement attributable to a single course of conduct or related set of facts, events or circumstances unless and until (i) the Losses amount of Damages actually incurred by the XLLC Indemnified Parties Buyer Indemnitees for such breach exceeds $60,000 (“De Minimis Amount”); provided, however, that the De Minimis Amount shall not apply to indemnification for Damages arising out of or resulting from any breach of any Fundamental Representation or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series representations and warranties set forth in Sections 3.13(c) (Title IV of related matters for which indemnification is to be provided under Section 6.02(aERISA) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 and 3.14 (subject to all other applicable requirements and limitations hereinTaxes).; (b) Notwithstanding anything Parent shall not be liable for (i) any breach of any representation or warranty of Parent or the Sellers set forth in this Agreement or (ii) any breach of Section 5.01, in either case, unless the aggregate amount of Damages actually incurred by the Buyer Indemnitees for such breach and all other breaches otherwise subject to indemnification hereunder exceeds $3,000,000 (the “Deductible”), and then only to the contrary contained hereinextent such aggregate Damages exceed such amount; provided, however, that the Deductible shall not apply to indemnification for Damages arising out of or resulting from any breach of any Fundamental Representation, the representations and warranties set forth in Sections 3.13(c) (iTitle IV of ERISA) and 3.14 (Taxes) (and, for the avoidance of doubt, Damages indemnifiable on account of any breach of any Fundamental Representation shall not be counted towards the calculation of the Deductible) or the representations and warranties set forth in Section 3.11 (Environmental Matters) with respect to the Reserved Environmental Matters, or Damages indemnifiable pursuant to Section 9.02(a)(viii); (c) Parent shall not be liable for any breach of any representation or warranty of Parent or the Sellers of Section 3.11 with respect to the Reserved Environmental Matters, unless the aggregate amount of Damages actually incurred by the Buyer Indemnitees for such breach and all other breaches with respect to Reserved Environmental Matters that are otherwise subject to indemnification hereunder exceeds $23,884,000, and then only to the extent such aggregate Damages exceed such amount; (d) in no event shall the Parent’s aggregate liability Liability arising out of an Indemnifying Party under or relating to Section 6.02 9.02(a)(i), Section 9.02(a)(ii) (on account of any breach of Section 5.01) and Section 9.02(a)(viii) exceed $1,000,000 67,000,000 (the “Cap”); provided, however, that the Cap shall not apply to indemnification for Damages arising out of or resulting from any breach of any Fundamental Representation or the representations and warranties set forth in Sections 3.13(c) (iiTitle IV of ERISA) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement.and 3.14 (Taxes); (ce) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding notwithstanding anything to the contrary set forth hereinin this Agreement, in no event shall any party be entitled Parent’s aggregate Liability arising out of or relating to recover or make a claim for any amounts in respect ofSection 9.02 (a)(i), and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and(ii) (but, in particular the case of 9.02(a)(ii), with respect to covenants to be performed prior to the Closing) and without limiting Section 6.01(a) exceed the generality Purchase Price; (f) Buyer Indemnitees shall not have a right to indemnification under any provision of this Agreement for Damages to the foregoingextent that such Damages arise out of actions taken (or omitted to be taken) by Buyer, no “multiple of earnings” the Business Entities or “multiple of cash flow” or similar valuation methodology shall be used in calculating any Buyer Indemnitee after the amount of any Losses.Closing Date;

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) Notwithstanding any other provision of this Tolling Services Agreement and except as set forth in Section 19(e)(ii), to the Losses incurred extent permitted by the XLLC Indemnified Parties or the Acuitas Indemnified Partyapplicable Law, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying neither Party shall be liable for all Losses with respect to punitive damages or special, indirect or incidental consequential damages or loss of profit or income arising out of breach of this Tolling Services Agreement, tort (including negligence) or any other theory of liability, and each Party hereby releases the other Party from any such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)liability. (bii) Notwithstanding anything The foregoing limitation on liability for special, indirect and incidental consequential damages or loss of profit or income shall not apply to or limit any right of recovery one Party may have against the other Party under applicable Law respecting the following: (A) Losses, damages, debts, obligations and liabilities (including defense costs) to the contrary contained hereinextent covered by the proceeds of insurance actually carried by or insuring the liable Party; (B) Losses, damages, debts, obligations and liabilities arising out of fraud, criminal conduct, intentional misconduct, recklessness, bad faith or gross negligence; (iC) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Developer’s obligation to pay compensation to TxDOT under this Tolling Services Agreement exceed as set forth in Section 6; provided, however, that to the proceeds actually received by such party extent pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party applicable Law TxDOT is or may be entitled to indemnification hereunder. If any Losses sustained by claim from Developer damages that result from an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person early termination (other than an Affiliate early termination due to a default by TxDOT hereunder) and constitute a measure of such Indemnified Party)future compensation, the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the aggregate amount of such insurance proceeds or indemnitydamages, contribution or similar paymentsif any, less reasonable attorneythat may be payable to TxDOT for such lost future compensation in respect of the remaining period of the stated Term of this Tolling Services Agreement (without regard to such early termination hereof) following the date of any such termination hereof shall not exceed the TxDOT Prospective Compensation Damages Limit (and for the avoidance of doubt, it is acknowledged that such limitation applies only in respect of TxDOT’s fees prospective compensation that would be lost as a consequence of the early termination of this Tolling Services Agreement, and other reasonable out-of-pocket expenses incurred such limitation shall not apply to limit any claims of TxDOT relating to (i) any compensation accrued and owing to TxDOT under this Tolling Services Agreement as of the date of any termination of this Agreement by TxDOT due to a default by Developer hereunder, (ii) amounts owing to TXDOT in connection with any such recovery. If an Indemnified termination in respect of TxDOT’s recoverable unamortized costs and expenses related to its services hereunder), or (iii) any Developer breach or failure to perform under the Agreement; (D) Loss of Toll Revenues owing to Developer, attributable to a TxDOT breach or failure to perform; (E) Damages that are owing by a Party receives such insurance proceeds under another agreement or indemnitycontract pertaining to the Facility (including, contribution without limitation, the Agreement) or the services under this Tolling Services Agreement and that are incurred due to the other Party’s breach of this Tolling Services Agreement; (F) Transition costs incurred by Developer or TxDOT upon its proper exercise of a right to terminate this Tolling Services Agreement; (G) In the event of Developer’s proper exercise of a right to terminate this Tolling Services Agreement, costs Developer incurs to procure, hire, transition to and compensate a replacement service provider for comparable services for the remainder of the term after termination, to the extent the compensation exceeds that which would be owing to TxDOT for the remainder of the term, subject to the limitation that damages related to any difference in level of compensation of the replacement service provider shall not exceed the Replacement Provider Compensation Damages Limit; (H) Specific amounts either Party may owe or be obligated to reimburse to the other Party under the express provisions of this Tolling Services Agreement in respect of any period prior to termination; (I) Interest, late charges, fees, transaction fees and charges, penalties and similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified charges that this Tolling Services Agreement expressly states are due from one Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses.Party; and (dJ) Notwithstanding anything Any credits, deductions or offsets that this Tolling Service Agreement expressly provides to a Party against amounts owing to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesother Party.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2024-A Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2020-B Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. Notwithstanding any other provisions of this Agreement or any of the Transaction Documents to the contrary: (a) Notwithstanding anything No Seller shall have any liability for Section 8.1 Indemnified Claims to the contrary contained hereinextent (i) insurance proceeds (including proceeds from title insurance) in respect of such claims are actually received by the Buyer Indemnitees, an Indemnifying Party net of all actual and reasonable expenses incurred by them in recovering such proceeds from the insurance carrier, or (ii) the Buyer Indemnitees actually receive indemnification or recovery of damages from a third party for such claims, net of all reasonable expenses incurred by them in recovering such indemnification or recovery of damages from the third party. (b) All amounts paid by or on behalf of the Sellers as indemnification shall not be treated as adjustments to the Purchase Price, except as required by applicable Law. (c) The parties shall be entitled to pursue without limitation any rights or remedies they may have with respect to claims based upon fraud or actions that are intended to further the commission of a fraud, whether under this Agreement, at law or in equity. (d) No Seller will have any obligation liability to any Buyer Indemnitee under Section 6.02 8.1(a) unless and until the Buyer Indemnitees shall have incurred on a cumulative basis Losses exceeding Ten Thousand and 00/100 Dollars (i$10,000.00) (the “Basket”), at which point the Sellers shall be jointly and severally liable for all Losses incurred by the XLLC Indemnified Parties or Buyer Indemnitees from the Acuitas Indemnified Partyfirst dollar up to and in excess of the amount of the Basket (such amount intended to be a threshold and not a deductible); provided, as however, the case may be, with respect Basket shall not apply to any matter Losses incurred or series suffered by any of related matters for which indemnification is them arising out of or resulting from (i) any breach by any Seller of any Exempt Representations and Warranties or any SOL Representations and Warranties or (ii) claims based upon Sellers’ fraud, fraudulent actions or intentional misrepresentation. (e) The Buyer will not have any liability to be provided the Seller Indemnitees under Section 6.02(a) or 6.02(b) as applicable8.2 until the Seller Indemnitees shall have incurred on a cumulative basis Losses exceeding the Basket, exceed $100,000, in at which case point the Indemnifying Party Buyer shall be liable for all Losses incurred by the Seller Indemnitees in excess of the amount of the Basket; provided, however, the Basket shall not apply to any Losses incurred or suffered by any of them arising out of or resulting from (i) any breach by Buyer of any Exempt Representation and Warranties or (ii) claims based upon Buyer’s fraud, fraudulent actions or intentional misrepresentation. (f) The maximum aggregate liability of the Sellers to the Buyer Indemnitees with respect to such matter claims under Section 8.1(a) will be limited to an amount equal to Five Hundred Eighty-Seven Thousand Five Hundred and 00/100 Dollars ($587,500) (the “Cap”); provided, however, the Cap shall not apply to any Losses incurred or matterssuffered by any of them and arising out of or resulting from (i) any breach by the Sellers of any Exempt Representations and Warranties or any SOL Representations and Warranties, including the first $100,000 or (subject to all other applicable requirements and limitations herein)ii) claims based upon fraud, fraudulent actions or intentional misrepresentation. (bg) Notwithstanding anything The maximum aggregate liability of the Buyer to the contrary contained hereinSeller Indemnitees with respect to claims under Section 8.2(a) will be limited to Cap; provided, however, such limitation shall not apply to any Losses incurred or suffered by any of them and arising out of or resulting from (i) in no event shall any breach by the aggregate liability Buyer of an Indemnifying Party under Section 6.02 exceed $1,000,000 any Exempt Representations and Warranties or any SOL Representations and Warranties, or (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreementclaims based upon fraud, fraudulent actions or intentional misrepresentation. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2021-A Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party : (a) Parent shall not have be liable for any obligation under Section 6.02 breach of any representation or warranty of Parent set forth in this Agreement attributable to a single course of conduct or related set of facts, events or circumstances unless and until (i) the Losses aggregate amount of Damages incurred by the XLLC Indemnified Parties Purchaser Indemnitees for such breach exceeds $125,000 (the “De Minimis Amount”); provided, however, that the limitations set forth in this Section 9.4(a) shall not apply to Damages arising out of or resulting from any breach of any Fundamental Representation (other than a breach of the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(arepresentations and warranties in Sections 4.11(b) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 through (subject to all other applicable requirements and limitations hereind).); (b) Notwithstanding anything Parent shall not be liable for any breach of any representation or warranty of Parent set forth in this Agreement unless the aggregate amount of Damages incurred by the Purchaser Indemnitees for such breach and all other breaches otherwise subject to indemnification hereunder exceeds $20,000,000 (the “Deductible”), and then only to the contrary contained hereinextent such aggregate Damages exceed such amount; provided, however, that the limitations set forth in this Section 9.4(b) shall not apply to indemnification for Damages arising out of or resulting from any breach of any Fundamental Representation (other than a breach of the representations and warranties in Sections 4.11(b) through (d)) (and, for the avoidance of doubt, (iA) Damages attributable to a single course of conduct or related set of facts, events or circumstances that do not exceed the De Minimis Amount pursuant to Section 9.4(a) shall not be counted towards the calculation of the Deductible, and (B) Damages indemnifiable and actually paid by Parent on account of any breach of any Fundamental Representation shall not be counted towards the calculation of the Deductible); (c) in no event shall the Parent’s aggregate liability Liability arising out of an Indemnifying Party under or relating to Section 6.02 9.2(a)(i) exceed $1,000,000 and 150,000,000 (iithe “Cap”); provided, however, that the Cap shall not apply to indemnification for Damages arising out of or resulting from any breach of any Fundamental Representation; (d) notwithstanding anything to the contrary in this Agreement, in no event shall Parent’s aggregate Liability arising out of or relating to Section 9.2(a)(i), Section 9.2(a)(ii) or Section 10.1 exceed the Purchase Price; provided, however, that the limitations set forth in this Section 9.4(d) shall not apply with respect to any breach of the covenants set forth in Section 1.6; (e) Parent shall not be liable for any Brazil Environmental Liabilities pursuant to Section 9.2(a)(iv) unless the aggregate liability amount of an Indemnifying Party Damages incurred by Purchaser Indemnitees for all Brazil Environmental Liabilities otherwise subject to indemnification under this Agreement exceeds $3,000,000 (the “Brazil Environmental Deductible”), and then only to the extent such aggregate Damages exceeds such amount, and in no event shall Parent’s aggregate Liability for such Damages exceed $35,000,000 (the proceeds actually received by such party pursuant to this Agreement.“Brazil Environmental Cap”); (cf) Each no Purchaser Indemnitee shall be entitled to indemnification under Section 10.1 or this Article IX to the extent a Liability or reserve relating to the matter giving rise to such Damages has been included in the calculation of the Closing Adjustment; (g) each Indemnified Party shall shall, to the extent required by applicable Law, have a duty to use commercially reasonable efforts to mitigate all Losses any Damages arising out of or relating to this Agreement or the transactions contemplated hereby upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto; (h) the amount of any Damages for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses claims indemnification under this Article VI, the payment under this Article VI with respect to such Losses Agreement shall be reduced by the amount of such (i) any insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after actually received (net of any Indemnified Party is indemnified deductibles) from third party insurers with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of Damages (i) provided that the amount of such insurance proceeds deemed to have been received will also be net of any increase in premium (and retro-premium adjustments) for such insurance policies to the extent arising out of or indemnityresulting from such Damages), contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) any Tax Benefit that is actually realized in the aggregate amount paid by Acuitas year in which such Damages are incurred, which Tax Benefit is attributable to such Damages or XLLC to all applicable Indemnified Parties the facts giving rise to such Damages, and (iii) any indemnification, contribution, offset or reimbursement payments actually received from third parties with respect to such Losses.Damages; provided, that such Indemnified Party shall use its good faith efforts to obtain recoveries from insurers, including title insurers, and other third parties in respect of this Section 9.4(h). If an Indemnified Party (A) actually receives insurance proceeds from third party insurers with respect to such Damages or (B) actually receives indemnification, contribution, offset or reimbursement payments from third parties with respect to such Damages, in each case, at any time subsequent to any indemnification payment pursuant to Section 10.1 or this Article IX and subject to the limitations in the preceding sentence, then such Indemnified Party shall promptly reimburse the applicable Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to such amount actually received by such Indemnified Party; (di) Notwithstanding anything to in the contrary set forth hereinevent an Indemnified Party shall recover Damages in respect of a claim of indemnification under this Article IX or Section 10.1, in no event other Indemnified Party shall any party be entitled to recover or make the same Damages in respect of a claim for indemnification; (j) notwithstanding anything provided under applicable Law, no Party shall have any amounts in respect ofLiability (including, without limitation, under Article X or this Article IX) for, and in no event Damages shall “Losses” be deemed to include indirectnot include, expectation(A) any incidental, incidentalconsequential, special or consequential damages, indirect Damages or Damages based on lost profits or revenuesloss in value, business interruption, exemplary except to the extent any such Damages were reasonably foreseeable or (B) any punitive damages Damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “Damages that are based on a multiple of earnings” or “multiple , in each case of cash flow” or similar valuation methodology shall be used in calculating clauses (A) and (B), except to the amount of extent any Lossessuch Damages are awarded and paid with respect to a Third Party Claim as to which a Party is entitled to indemnification under this Agreement.

Limitations on Liability. (a) Notwithstanding anything Subject to the contrary contained hereinspecific provisions and limitations of this Section 13.4 and this Section 13.5, an Indemnifying it is the intent of the Parties that each Party shall not have be liable to the other Party for any obligation Losses as to which it is entitled to indemnification under Section 6.02 unless Sections 13.1 and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be13.2 and, with respect to a breach of the Agreement for any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to Direct Claims under Section 5.6 resulting from a breaching Party’s unexcused failure to perform its obligations under this Agreement; provided, however, that with respect to Direct Claims, “Losses” will not include attorneys’ fees or other arbitration or litigation expenses (including without limitation experts’ fees and administrative costs) incurred in connection with the prosecution of such matter or matters, including Direct Claim under the first $100,000 (subject to all other applicable requirements and limitations herein)provisions set forth in Article 6 of the Separation Agreement. (b) Notwithstanding anything Except for Losses arising out of or relating to the contrary contained herein, (i) Service Provider’s gross negligence or willful misconduct or breach of Article 9, or (ii) claims covered by Service Provider’s indemnity obligations set forth in no event shall Section 13.2(b), the total aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability Service Provider for breach of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant shall be limited to this Agreement$6,000,000. (c) Except for Losses arising out of or relating to (i) Customer’s obligation to pay the Charges due under this Agreement, gross negligence or willful misconduct or breach of Article 9, or (ii) claims covered by Customer’s indemnity obligations set forth in Section 13.1(b), the total aggregate liability of Customer for breach of this Agreement shall be limited to $6,000,000. (d) Each Indemnified Party shall use its commercially reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification it seeks recourse hereunder. If any Losses sustained , including by an Indemnified Party are covered by an promptly pursuing recovery under available insurance policy or an indemnificationpolicies, contribution or similar obligation of another Person (other than an Affiliate provided, however, that the failure of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts successfully mitigate such Losses shall not affect such Party’s right to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified seek recourse with respect to such Losses under this Article VI, the payment under this Article VI with respect so long as such Party shall have used its commercially reasonable efforts to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossesmitigate. (de) Notwithstanding anything EXCEPT IN THE CASE OF WILLFUL MISCONDUCT, NO PARTY TO THIS AGREEMENT OR ITS AFFILIATES SHALL BE LIABLE TO OR OTHERWISE RESPONSIBLE TO ANY OTHER PARTY HERETO OR ITS AFFILIATES FOR EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, LOST PROFITS, LOST SALES, BUSINESS INTERRUPTION OR LOST BUSINESS OPPORTUNITIES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE (OR FAILURE TO PERFORM) HEREUNDER, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SUCH PARTY HAD BEEN APPRISED OF THE LIKELIHOOD THEREOF. (f) Regardless of any other rights under any other agreements or mandatory provisions of Law, neither Service Provider nor Customer shall have the right to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating set-off the amount of any LossesLoss it may have under this Agreement, whether contingent or otherwise, against any amount owed by such Party to the other Party, whether under this Agreement or otherwise.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2017-B Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything The total aggregate liability of the Company in respect of the First Closing Warranties (including all legal and other costs and expenses) shall not exceed an amount equal to the contrary contained herein, an Indemnifying Party principal amount of the First Closing Amount. (b) The total aggregate liability of the Company in respect of the Second Closing Warranties (including all legal and other costs and expenses) shall not have any obligation under Section 6.02 unless and until exceed an amount equal to the principal amount of the Second Closing Amount. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (c) No claim may be made against the Company in respect of: (i) the Losses incurred First Closing Warranties unless written notice of such claim is served on the Company giving reasonable details of the claim by no later than the XLLC Indemnified Parties date which is [***] from the First Closing Date, and (ii) the Second Closing Warranties unless written notice of such claim is served on the Company giving reasonable details of the claim by no later than the date which is [***] from the Second Closing Date. (d) The Purchaser shall not be entitled to claim in respect of a breach of the First Closing Warranties or the Acuitas Indemnified PartySecond Closing Warranties for any indirect or consequential loss or for any loss of goodwill or loss of business, whether actual or prospective or for any punitive damages (collectively, “Special Damages”), provided that to the extent a third party has been awarded Special Damages against the Purchaser or any of its Affiliates in connection with any breach of the First Closing Warranties or the Second Closing Warranties, the Purchaser or its Affiliate(s), as applicable, shall be entitled to claim against the Company for such Special Damages (subject always to the other provisions of this Section 5.6). (e) The Purchaser shall not be entitled to claim that any fact, matter or circumstance causes any of the First Closing Warranties or Second Closing Warranties (as the case may be, with respect to any matter or series of related matters for which indemnification is ) to be provided under Section 6.02(a) breached if it has been fairly and specifically disclosed in the Disclosure Letter or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)Data Room. (bf) Notwithstanding anything to No liability of the contrary contained herein, Company in respect of any breach of any First Closing Warranty or any Second Closing Warranty shall arise: (i) if such breach occurs by reason of any matter which would not have arisen but for the coming into force of any legislation not in no event shall force at the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and First Closing Date or Second Closing Date (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay ) or shall cause such Indemnified Party by reason of any change to pay to Acuitas HMRC’s practice announced after the First Closing Date or XLLC, Second Closing Date (as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and ); (ii) to the aggregate amount paid by Acuitas extent that specific allowance, provision or XLLC reserve has been made in the Accounts or in the Management Accounts in respect of the matter to all applicable Indemnified Parties which such liability relates; or (iii) to the extent that such breach or claim arises as a result of any change after the date hereof in the accounting bases or policies in accordance with respect which the Company values its assets or calculates its liabilities or any other change in accounting practice from the treatment or application of the same used in preparing the Accounts (save to the extent that such Losseschanges are required to correct errors or because relevant, generally accepted accounting principles have not been complied with). (dg) Notwithstanding anything to The only First Closing Warranties or Second Closing Warranties (as the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts case may be) given in respect ofof Intellectual Property or rights in information (or agreements relating thereto) are those contained in paragraph 10 of Schedule 1 (Warranties), and in no event none of the other First Closing Warranties or Second Closing Warranties (as applicable) shall “Losses” or shall be deemed to include indirectbe, expectation, incidental, special whether directly or consequential damages, lost profits indirectly a warranty in respect of Intellectual Property and the Purchaser acknowledges and agrees that the Company makes no other warranty as to Intellectual Property or revenues, business interruption, exemplary rights in information (or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesagreements relating thereto).

Limitations on Liability. (a) Notwithstanding anything Neither the Buyer Indemnified Persons nor the Seller Indemnified Persons shall be entitled to the contrary contained herein, an Indemnifying Party shall not have assert any obligation claim for indemnification under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, this Article 9 with respect to any matter a single course of conduct or series related set of related matters for which indemnification is to be provided under Section 6.02(a) circumstances, occurrences or 6.02(b) as applicable, events unless the Losses arising therefrom exceed $100,000, 25,000 (any Losses in which case the Indemnifying Party shall be liable for all Losses with respect excess of such amounts being referred to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations hereinherein as “Indemnifiable Losses”). (b) Notwithstanding anything Neither the Buyer Indemnified Persons (in respect of Section 9.2.1(a) only) nor the Seller Indemnified Persons (in respect of Section 9.2.2(a) only) shall be entitled to assert any claim for indemnification hereunder until such time as the contrary contained hereinaggregate amount of all Indemnifiable Losses that such Buyer Indemnified Persons or such Seller Indemnified Persons may have under said Section exceeds $1,000,000 (the “Basket”); and then only for the amount by which such Indemnifiable Losses exceed the Basket; provided, that the Basket shall not apply to (i) the Healthcare Representations (which shall be subject to the Healthcare Basket set forth in no event shall Section 9.2.4(b) below), the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and Fundamental Representations, the Reorganization Representations, the Tax Representations or the Real Estate Representations or (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreementany fraud or intentional misrepresentation. (c) Each The Buyer Indemnified Party Persons (in respect of the Healthcare Representations only) shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may not be entitled to assert any claim for indemnification hereunder. If hereunder until such time as the aggregate amount of all Indemnifiable Losses that such Buyer Indemnified Persons may have under the Healthcare Representations exceeds $2,000,000 (the “Healthcare Basket”) (it being understood and agreed that applicable amounts included in the $1,000,000 Basket described in Section 9.2.4(b) shall count towards the satisfaction of the Healthcare Basket), and then only for the amount by which such Indemnifiable Losses exceed the Healthcare Basket. (d) Subject to this Article 9 and only in respect of Indemnifiable Losses in excess of the Basket, the aggregate liability for indemnification claims under Section 9.2.1(a) shall be limited to an amount equal to $16,000,000 (as such amount may be reduced in accordance with this Section 9.2.4(d)) (the “Cap”), and shall be paid solely in accordance with Section 9.2.3; provided, that such limitation shall not apply to (i) any Losses sustained by arising from breach of, or inaccuracy in, any of the Fundamental Representations, the Reorganization Representations, the Tax Representations, the Real Estate Representations or the Healthcare Representations or (ii) any fraud or intentional misrepresentation; provided, further, that if there are Indemnifiable Losses related to the Healthcare Representations (the “Indemnifiable Healthcare Losses”), the aggregate liability for indemnification claims under Section 9.2.1(a) (excluding liabilities arising from or relating to the Reorganization Representations, the Tax Representations, the Real Estate Representations and Fundamental Representations) shall be limited to an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate amount equal to the Cap less the amount of such Indemnifiable Healthcare Losses, as determined from time to time and subject to Section 9.2.4(e). The aggregate liability for indemnification claims under Section 9.2.2(a) shall be limited to the Cap and shall be paid directly by Buyer to the applicable Seller Indemnified PartyPerson with respect to such Loss. The liability limitation set forth herein shall be subject to the provisions of Section 9.2.6. (e) Subject to this Article 9 and only with respect to Indemnifiable Losses in excess of the Healthcare Basket, the aggregate liability for indemnification claims under Section 9.2.1(a) with respect to Healthcare Representations shall be limited as follows (and shall be paid in the following order of priority and solely in accordance with Section 9.2.3): (i) with respect to up to the first $20 million of such Indemnifiable Healthcare Losses, the Sellers shall be liable for one hundred percent (100%) of such amounts less the aggregate amount of any other Indemnifiable Losses recovered from Sellers by any Buyer Indemnified Person pursuant to Section 9.2.1(a) (“Recovered Losses”), (ii) with respect to that portion of such Indemnifiable Healthcare Losses that exceed $20 million and are equal to or less than $50 million, the aggregate liability for indemnification claims under Section 9.2.1(a) in respect of Healthcare Representations shall be limited to an amount equal one-third (1/3) of such amounts, and (iii) with respect to that portion of such Indemnifiable Healthcare Losses that exceed $50 million and are equal to or less than $80 million, the aggregate liability for indemnification claims under Section 9.2.1(a) in respect of Healthcare Representations shall be limited to an amount equal two-thirds (2/3) of such amounts. For the avoidance of doubt, the Sellers’ aggregate liability for indemnification claims under Section 9.2.1(a) in respect of Healthcare Representations shall in no event exceed $50 million less the aggregate amount of any Recovered Losses. (f) The aggregate liability for indemnification claims under this Article 9 shall be limited to the Base Purchase Price; provided, however, in the case of fraud or intentional misrepresentation, the applicable Indemnifying Party Party’s liability shall cause such Indemnified Party not be limited to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such the Base Purchase Price. (g) The amount of Losses for which indemnification is available under this Article VI, the payment under this Article VI with respect to such Losses 9 shall be reduced calculated net of any amounts actually recovered by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such Person under insurance proceeds policies or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties otherwise from third parties with respect to such Losses. In addition, the amount of Losses for which indemnification is available under this Article 9 shall be in the case of claims under Section 9.2.1, calculated net of all amounts reflected in the Net Working Capital. (dh) Notwithstanding anything Upon making any payment to an Indemnified Person for any indemnification claim pursuant to this Article 9, the Indemnifying Party shall be subrogated, to the contrary set forth hereinextent of such payment, to any rights which the Indemnified Person may have against any third parties with respect to the subject matter underlying such indemnification claim and the Indemnified Person shall assign any such rights to the Indemnifying Party, provided that such subrogation could not reasonably be expected to have an adverse effect on the business, affairs, customer or supplier relationships or prospects of the business of the Acquired Companies. Notwithstanding the foregoing, an Indemnifying Party’s right to seek coverage from any subrogation with respect to insurance carriers shall not be subject to the proviso in no event the immediately preceding sentence. (i) Each Indemnified Person shall, to the extent required by applicable Legal Requirements, use its respective commercially reasonable efforts to mitigate any Losses; provided that any Loss incurred by an Indemnified Person in connection with the use of its commercially reasonable efforts to mitigate any Losses pursuant to this Section 9.2.4(i) shall constitute Losses incurred by such Indemnified Person for which such Indemnified Person shall be indemnified pursuant to this Article 9. (j) No party shall have any liability to any other party be entitled to recover or make a claim this Agreement (including under this Article 9) for any amounts in respect ofLosses that constitute special, and in no event shall “Losses” be deemed to include indirectexemplary, expectation, incidental, special punitive or consequential damages, lost profits or revenues, business interruptionexcept to the extent that any such Losses (i) that constitute special, exemplary or punitive damages result from an award of damages in a Third Party Claim and/or (ii) that constitute consequential damages were probable or diminution in value and, in particular reasonably foreseeable and without limiting the generality are a direct result of the foregoing, no “multiple related breach or alleged breach of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesthis Agreement.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party Purchaser shall not have be liable to any obligation Seller Indemnified Party and Sellers shall not be liable to any Purchaser Indemnified Party in respect of any claim for indemnification arising under Section 6.02 8.2(a), 8.3(a) or 8.3(c), unless and until (i) the aggregate amount of Losses incurred arising out of all such claims of indemnification by the XLLC Seller Indemnified Parties or the Acuitas Purchaser Indemnified PartyParties, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed exceeds in the aggregate $100,00085,000,000 (the "DEDUCTIBLE"), in which case and then, only to the Indemnifying Party shall be liable for all extent of any Losses with respect to exceeding such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)Deductible. (b) Notwithstanding anything Purchaser shall have no liability to any Seller Indemnified Party, and Sellers shall have no liability to any Purchaser Indemnified Party, in respect of any individual claim for indemnification (or groups of related claims or claims of the contrary contained herein, (isame Person having substantially similar factual and legal bases) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 8.2(a) or 8.3(a) or the Losses arising from such claim unless and until the Losses arising therefrom exceed $1,000,000 and (ii) in no event shall the aggregate liability 1,000,000. Any Losses arising out of an Indemnifying any claim or claims of a Purchaser Indemnified Party under this Agreement exceed the proceeds actually received by such party excluded from indemnification pursuant to this AgreementSection 8.6(b) shall not count against the Deductible. (c) Each For purposes of this Article VIII and Section 5.22(d), (i) Losses shall not include any Losses (A) that would result from a change in GAAP or a change in Law after the Effective Time having retroactive effect, (B) to the extent there are reserves reflected in the Year-End Financial Statements in respect of the matter giving rise to such Losses (except that this clause (B) shall not apply to the indemnification provided in Section 5.22(d)) or (C) to the extent the Indemnified Party or any of its Affiliates receives or has the uncontested right to receive insurance proceeds from a third party (not including any proceeds from an insurance policy that is claims rated or is otherwise the economic equivalent of self-insurance unless Purchaser shall use reasonable efforts be entitled to mitigate all assert claims against such insurance and shall have indemnified Sellers with respect thereto in accordance with Section 5.13) in respect of such Losses and (ii) the amount of any Losses for which such Indemnified Party indemnification is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses provided under this Article VI, the payment under this Article VI with respect to such Losses VIII or Section 5.22(d) shall be reduced by the amount present value of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an any Tax benefits actually realized by the Indemnified Party receives arising from the incurrence or payment of any such insurance proceeds or indemnity, contribution or similar payments after Losses and increased by the present value of any Tax cost actually incurred by the Indemnified Party is indemnified with respect to some as a result of any indemnification payment under this Article VIII or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesSection 5.22(d). (d) Notwithstanding anything to the contrary set forth hereinany other provision of this Agreement, in no event neither party shall any party be entitled to recover receive from the other party, and no indemnification shall be provided under Sections 5.22(d), 8.2 or make a claim for any amounts 8.3 in respect of, and in no event shall “Losses” be deemed to include any special, indirect, expectation, incidental, special punitive or consequential damagesdamages (except to the extent assessed against the Indemnified Party by a Governmental Entity of competent jurisdiction). (e) Unless and until the BP Amoco/ARCO Merger is consummated, lost profits Sellers and BP Amoco shall not have any liability under this Agreement to Purchaser (whether for indemnification under this Article VIII or revenues, business interruption, exemplary otherwise) or punitive damages any other liability to Purchaser (other than any remedy that may be expressly provided by Article IX) arising out of or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount connection with any breach by either Seller of any Lossesof its representations, warranties, covenants and agreements in this Agreement.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2022-A Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. 15.6.1 After the Closing, except for an indemnity claim pursuant to Section 15.3(g) (which shall have no time limit) any assertion by any Buyer Indemnified Party that any Seller is liable (a) Notwithstanding anything for the inaccuracy of any representation or warranty, (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement, or (d) otherwise in connection with this Agreement, must be made by Buyer in writing and must be given to Sellers on or before the second anniversary of the Closing Date. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Sellers to evaluate the assertion. 15.6.2 Except for an indemnity claim pursuant to Section 15.3(g) (which shall have no deductible), none of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (1) the inaccuracy of any representations of any Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (2) the breach of, or failure to perform or satisfy any of the covenants of any Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (3) any liabilities otherwise arising in connection with or with respect to the contrary contained hereintransactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations and breaches actually suffered by Buyer exceeds one percent of the Purchase Price, an Indemnifying Party and then only to the extent of such excess. 15.6.3 No Seller shall not have be required to indemnify any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Buyer Indemnified Parties or the Acuitas Indemnified Party, as the case may be, pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any matter or series amount exceeding in the aggregate fifty percent of related matters the Adjusted Purchase Price. 15.6.4 The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification is to be provided or other compensation under Section 6.02(a) this Agreement or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses connection with or with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) transactions contemplated in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such any corresponding (1) tax benefit created or generated or (2) insurance proceeds realized or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with that could reasonably be expected to be realized by such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make if a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting were properly pursued under the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesrelevant insurance arrangements.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, in this Agreement: (i) no indemnification payments will be made by or on behalf of an Indemnifying Party shall not have in respect of any obligation under Section 6.02 unless breaches of representations and until (i) the Losses incurred warranties made by the XLLC Indemnified Parties or the Acuitas Indemnified Partysuch party, as the case may beapplicable, under this Agreement (other than with respect to any matter or series Seller Fundamental Representations) until the aggregate amount of related matters Losses for which indemnification is to such Indemnifying Party would (but for this clause) be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000liable thereunder exceeds 1% of the Initial Purchase Price, in which case event the Indemnifying Party shall will be liable for all Losses from the first dollar; (ii) the aggregate total amount for which an Indemnifying Party will be liable to indemnify and hold harmless the Indemnified Parties with respect to such any breaches of representations and warranties made by the Indemnifying Party under this Agreement (other than with respect to Seller Fundamental Representations) will not exceed 10% of the Initial Purchase Price; (iii) the aggregate total amount for which an Indemnifying Party will be liable to indemnify and hold harmless the Indemnified Parties under this Agreement will not exceed the Initial Purchase Price; and (iv) any indemnity provided hereunder shall be so applied as to avoid any double counting and no Indemnified Party shall be entitled to obtain indemnification more than once for the same matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)Losses. (b) Notwithstanding anything An Indemnified Party’s right to indemnification or other remedies based upon the contrary contained hereinrepresentations, (i) in no event shall warranties, covenants and agreement of the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 contained in this Agreement will not be affected or deemed waived by reason of the fact that the Indemnified Party, based solely upon its own investigation and (ii) in no event shall without regard to any information provided by the aggregate liability of an Indemnifying Party, knew or should have known that any representation or warranty might be inaccurate or that the Indemnifying Party under filed to comply with any agreement or covenant. The limitations on liability set forth in this Agreement exceed the proceeds actually received by such party pursuant Section 8.5 shall not apply to Losses resulting from fraud with respect to any breach of any representation or warranty or willful breach with respect to any covenant, in each case as contained in this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party In no event shall not Seller or NRG (determined on a combined basis) have any liability or obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to claims pursuant to Section 8.1 for any matter or series amounts in excess of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)aggregate Purchase Price. (b) Notwithstanding anything to the contrary contained herein, (i) in In no event shall Buyer or Dynegy (determined on a combined basis) have any liability or obligation with respect to claims pursuant to Section 8.2 or Section 8.3 for any amounts in excess of the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this AgreementPurchase Price. (c) Each Indemnified No indemnifying Party (“Indemnitor”) shall use reasonable efforts have any obligation to mitigate all Losses indemnify a Party for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnificationspecial, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party)punitive, the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special indirect or consequential damages, lost profits or revenuessimilar items, business interruptionexcept with respect to matters involving actions, exemplary claims or punitive damages other proceedings brought or diminution asserted by third parties and then only to the extent that an indemnified party (“Indemnified Party”) is required to pay any such damages, lost profits or similar items to such third parties. Nothing in value andthis Agreement is intended to require the payment by the Indemnitor of duplicative, in particular and without limiting the generality of the foregoingwhole or in part, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the indemnity payments to an Indemnified Party. (d) The amount of any Losses for which indemnification is provided by an Indemnitor under Section 8.1 or Section 8.2 shall be net of (1) any amounts recovered by the Indemnified Party with respect to such Losses pursuant to any indemnification by or indemnification agreement with any third party in excess of any associated cost to the Indemnified Party in obtaining such indemnification; (2) any insurance proceeds or other reimbursement received as an offset against such Losses (and no right of subrogation shall accrue hereunder to any insurer or third-party indemnitor); and (3) an amount equal to the net cash tax benefit actually received attributable to such Losses. If the amount to be netted is determined after payment by the Indemnitor of any amount, the Indemnified Party shall repay to the Indemnitor, promptly after such determination, any amount that the Indemnitor would not have had to pay pursuant to this Section 8.6 had such determination been made at the time of payment. (e) All indemnification payments made in accordance with this Section 8 will be treated as an adjustment to the Purchase Price, except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant Party on an after-Tax basis (determined by reference to actual out-of-pocket Tax liability incurred by the relevant Party). (f) Any claim for indemnification with respect to any of such matters identified in Section 8.5 above which is not asserted by notice given as herein provided within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. (g) No Party shall be required to pay or be liable for any Losses with respect to an individual claim (which individual claim shall include claims arising out of the same or substantially related circumstances) under Section 8.1 or Section 8.2 unless and until the Losses for such claim exceed One Hundred Fifty Thousand Dollars ($150,000) (the “De Minimis Amount”). (h) Except claims made pursuant to the Litigation Agreement for which there shall be no Deductible, no Party shall be required to pay or be liable with respect to any claim for indemnification under Section 8.1 or Section 8.2 unless and until the aggregate amount of Losses to Buyer’s Indemnified Persons based upon, attributable to or resulting from these indemnities of Sellers exceed, in the aggregate, Six Hundred Fifty Thousand Dollars ($650,000) (the “Deductible”), disregarding any individual claim (which individual claim shall include claims arising out of the same or substantially related circumstances) that does not exceed the De Minimis Amount applicable pursuant to Section 8.6(g) and then only to the extent that such Losses exceed the Deductible.

Limitations on Liability. Notwithstanding any other provisions of this Agreement or any of the Transaction Documents to the contrary: (a) Notwithstanding anything No Seller or Member shall have any liability for Section 8.1 Indemnified Claims to the contrary contained hereinextent (i) insurance proceeds (including proceeds from title insurance) in respect of such claims are actually received by the Buyer Indemnitees, an Indemnifying Party net of all actual and reasonable expenses incurred by them in recovering such proceeds from the insurance carrier, or (ii) the Buyer Indemnitees actually receive indemnification or recovery of damages from a third party for such claims, net of all reasonable expenses incurred by them in recovering such indemnification or recovery of damages from the third party. (b) All amounts paid by or on behalf of Sellers or the Members as indemnification shall not be treated as adjustments to the Purchase Price, except as required by applicable Law. (c) The parties shall be entitled to pursue without limitation any rights or remedies they may have with respect to claims based upon fraud or actions that are intended to further the commission of a fraud, whether under this Agreement, at law or in equity. (d) No Seller or Member will have any obligation liability to any Buyer Indemnitee under Section 6.02 8.1(a) unless and until the Buyer Indemnitees shall have incurred on a cumulative basis Losses exceeding Twenty-Five Thousand and 00/100 Dollars (i$25,000.00) (the “Basket”), at which point Sellers and the Members shall be jointly and severally liable for all Losses incurred by the XLLC Indemnified Parties or Buyer Indemnitees from the Acuitas Indemnified Partyfirst dollar up to and in excess of the amount of the Basket (such amount intended to be a threshold and not a deductible); provided, as however, the case may be, with respect Basket shall not apply to any matter Losses incurred or series suffered by any of related matters for which indemnification is them arising out of or resulting from (i) any breach by any Seller of any Exempt Representations and Warranties or any SOL Representations and Warranties or (ii) claims based upon Sellers’ fraud, fraudulent actions or intentional misrepresentation. (e) The Buyer will not have any liability to be provided the Seller Indemnitees under Section 6.02(a) or 6.02(b) as applicable8.2 until the Seller Indemnitees shall have incurred on a cumulative basis Losses exceeding the Basket, exceed $100,000, in at which case point the Indemnifying Party Buyer shall be liable for all Losses incurred by the Seller Indemnitees in excess of the amount of the Basket; provided, however, the Basket shall not apply to any Losses incurred or suffered by any of them arising out of or resulting from (i) any breach by Buyer of any Exempt Representation and Warranties or (ii) claims based upon Buyer’s fraud, fraudulent actions or intentional misrepresentation. (f) The maximum aggregate liability of Sellers and the Members to the Buyer Indemnitees with respect to such matter claims under Section 8.1(a) will be limited to an amount equal to Two Million Sixty Two Thousand Five Hundred and 00/100 Dollars ($2,062,500) (the “Cap”); provided, however, the Cap shall not apply to any Losses incurred or matterssuffered by any of them and arising out of or resulting from (i) any breach by the Sellers of any Exempt Representations and Warranties or any SOL Representations and Warranties, including the first $100,000 or (subject to all other applicable requirements and limitations herein)ii) claims based upon fraud, fraudulent actions or intentional misrepresentation. (bg) Notwithstanding anything The maximum aggregate liability of the Buyer to the contrary contained hereinSeller Indemnitees with respect to claims under Section 8.2(a) will be limited to Cap; provided, however, such limitation shall not apply to any Losses incurred or suffered by any of them and arising out of or resulting from (i) in no event shall any breach by the aggregate liability Buyer of an Indemnifying Party under Section 6.02 exceed $1,000,000 any Exempt Representations and Warranties or any SOL Representations and Warranties, or (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreementclaims based upon fraud, fraudulent actions or intentional misrepresentation. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. 21.1 The liability of the Vendor in respect of or arising out of any breach of the provisions of Clause 20 and/or the Warranties (athe liability of the Vendor being referred to herein as `Liability') Notwithstanding anything to the contrary contained herein, an Indemnifying Party shall not have be limited as set out in Clause 20 and in this Clause 21. 21.2 No Liability shall in any obligation under Section 6.02 event arise unless and until the aggregate amount of loss sustained in respect of any claims permitted to be made under this Clause 21.2 shall equal or exceed (i) pound)720,000 but once the Losses incurred figure is exceeded the Purchaser shall be entitled to recover the whole of such amount and not just the excess. Thereafter, no liability shall arise unless the amount of the loss sustained in respect of each individual claim shall equal or exceed (pound)5,000 in which event the liability shall be in respect of the whole amount and not merely the excess. 21.3 The aggregate Liability shall not exceed the Consideration (as adjusted by the XLLC Indemnified Parties net amount payable pursuant to the Completion Statement under Clause 7.1 and/or any reduction in accordance with Clauses 9 or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein11.3). 21.4 No claim in respect of any Liability shall be brought by the Purchaser against the Vendor unless notice in writing of any such claim (bspecifying in reasonable detail the nature of the breach and so far as practicable the amount claimed in respect thereof) Notwithstanding anything has been given to the contrary contained herein, (i) in Vendor by no event shall later than the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this AgreementFinal Claim Date. (c) Each Indemnified Party 21.5 Unless proceedings in respect thereof shall use reasonable efforts to mitigate all Losses for have been commenced against the Vendor and/or GTC, any claim which such Indemnified Party is has been made or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by made before the amount Final Claim Date shall if it has not been previously satisfied settled or withdrawn be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of such insurance proceeds the period of six months commencing on the Final Claim Date. For this purpose, proceedings shall not be deemed to have been commenced unless they shall have been issued and served upon the Vendor or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLCGTC or, as the case may be, the lesser Vendor's or GTC's Solicitors. 21.6 The Purchaser shall reimburse to the Vendor any sum paid to the Purchaser by the Vendor in respect of any Liability which is subsequently recovered by or paid to the Purchaser from any third party together (iif the Vendor shall not have already recovered back from the Purchaser the full amount paid by the Vendor) with any repayment supplement under Section 825 of ICTA or other interest (less any taxation thereon) in respect thereof. 21.7 No Liability shall arise and the Purchaser shall have no claim whatsoever against the Vendor in respect thereof: 21.7.1 if and to the extent that allowance, provision or reserve has been made in the Completion Statement in respect of the matter to which such claim relates or such matter was taken into account in computing the amount of any such allowance, provision or reserve; 21.7.2 if and to the extent that such claim would not have arisen but for any claim, election, surrender or disclaimer made or notice or consent given or any other thing done after Completion by the Purchaser or any person connected with the Purchaser or the failure or omission of the Purchaser or any person connected with the Purchaser to make any such claim, election, surrender or disclaimer or give such notice or consent or do any other thing under the provisions of any enactment or regulation relating to Taxation; 21.7.3 if and to the extent that the Purchaser has an indemnity for or will recover the loss or damage suffered by the Purchaser arising out of such breach or claim under the terms of any insurance proceeds policy of the Purchaser or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses from any third party provided that the Vendor shall indemnify the Purchaser for any costs incurred in connection with the Purchaser obtaining such indemnity or recovery (providing that such indemnity does not entail any greater liability or obligation of the Vendor than it would have incurred as a liability for breach of Warranty); or 21.7.4 if and (ii) to the aggregate amount paid extent that such claim relates to a claim or liability for Taxation and would not have arisen but for any winding up or cessation after Completion of the Business or any trade or business carried on by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossesthe Purchaser. (d) Notwithstanding anything 21.8 All amounts available for set-off or otherwise liable to be deducted pursuant to Clause 21.7 above shall not be deducted for the contrary set forth herein, purpose of determining the amount of loss sustained in no event connection with the de minimis limits referred to in Clause 21.2 above. 21.9 The Purchaser shall any party not be entitled to recover damages from the Vendor in respect of any Liability to the extent that the Purchaser has already received reimbursement or restitution in respect of the same Liability. 21.10 If any claim by any third party comes to the notice of the Purchaser by reason or in consequence of which any Liability may arise the Purchaser shall: 21.10.1 as soon as reasonably practicable (and if possible within such a period as will afford the Vendor reasonable opportunity to lodge a timely appeal against such claim) give written notice thereof to the Vendor; and 21.10.2 not make any admission of liability, agreement or compromise with any person body or authority in relation thereto without the prior agreement of the Vendor (not to be unreasonably withheld or delayed). 21.11 Provided that the Vendor acknowledges its obligation to indemnify the Purchaser in accordance with Clause 21.12, without prejudice to Clause 21.10 above and Clause 21.12 below, if the Purchaser considers that it will or may make a claim against the Vendor for any Liability, it shall as soon as practicable so notify the Vendor pursuant to Clause 21.4, and for a period of 60 days after such notification shall grant the Vendor the opportunity to take steps to remedy or avert such Liability. 21.12 The Purchaser shall take such action as the Vendor may reasonably request (provided that such action would not harm or be to the detriment of the Business or any part thereof as carried on by the Purchaser after the Completion Date) to avoid, dispute, resist, appeal, compromise or defend or mitigate any claim which would give rise to any Liability on the basis that the Purchaser shall be indemnified by the Vendor as to all reasonable costs and expenses which it may reasonably incur by reason of such action. 21.13 In assessing any damage or other amounts recoverable in respect of, and of any Liability there shall be taken into account the value of any immediate financial benefit obtained by the Purchaser in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality consequence of the foregoing, no “multiple event or breach giving rise thereto. 21.14 For the avoidance of earnings” doubt nothing in this Clause 21 shall in any way restrict or “multiple limit the general obligation at law of cash flow” the Purchaser to mitigate any loss or similar valuation methodology damage which it may suffer in consequence of any Liability. 21.15 Any amount paid by the Vendor pursuant to the provisions of the Agreement in respect of a breach of any of the Warranties or other provisions of the Agreement shall be used treated as a reduction in calculating the amount of any LossesConsideration paid by the Purchaser.

Limitations on Liability. 12.1 In no event shall either Party be liable to the other Party for any indirect, incidental, special, consequential, punitive or exemplary damages (including, but not limited to, damages based upon lost profits, business interruption, lost business, or lost savings) for any acts or failure to act under this Agreement, even if it has been advised of their possible existence, except as a consequence of failure of Omthera to purchase the Minimum Order Quantity. Notwithstanding the foregoing, there shall be no limitation on a Party’s liability for claims: a) Notwithstanding anything to arising out of a breach of its confidentiality obligations under this Agreement; or b) arising out of its indemnification obligations under this Agreement. 12.2 Unless otherwise specified herein including in Sections 2.5 (Termination of Construction), 3.3 (Termination by Omthera for Commercialization Issues) and 11.5 the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying total aggregate amount that a Party shall be liable for all Losses with and required to pay to a third party in respect to such matter of losses, damages, claims, costs or matters, including the first $100,000 expenses (subject to all other applicable requirements and limitations herein). (bcollectively “Losses”) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is that are asserted against or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced suffered by the amount of such insurance proceeds or indemnityother Party arising out of, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recoveryor based upon the breach or failure to perform the provisions of this Agreement shall not exceed […***…]. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology there shall be used no limitation on a Party’s liability for claims: a) arising out of a breach of its confidentiality obligations under this Agreement; or b) arising out of its indemnification obligations under this Agreement. Furthermore, the foregoing shall not be applied to limit Omthera’s right to seek specific performance from BioVectra hereunder and thereby require BioVectra to perform its obligations hereunder. Nothing in calculating this Agreement shall exclude or limit the amount liability of any Losseseither Party for death or personal injury caused by its negligence.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2025-B Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2017-A Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Nothing in this Agreement will limit the Liability of a Party to the other party for fraud or willful misconduct by such Party. (b) Notwithstanding anything in this Agreement to the contrary contrary, if any representation and warranty contained hereinin this Agreement or in any certificate delivered pursuant to this Agreement is qualified by materiality, an Indemnifying Party shall “Material Adverse Effect,” or any other similar qualification, such qualification will be ignored and deemed not have any obligation under Section 6.02 unless included in such representation and until warranty for purposes of (i) determining whether there has been a breach of or inaccuracy in such representation or warranty and (ii) calculating the amount of Losses incurred resulting from, arising out of, or relating to such breach or inaccuracy for purposes of this Article 7. (c) In no event will any party which is a signatory to this Agreement be liable under this Agreement to any other party or other Person for special, incidental, punitive or consequential damages (including lost profits) in connection with any claims, losses, damages or injuries arising out of the conduct of such party pursuant to this Agreement regardless of whether the nonperforming party was advised of the possibility of such damages or not. The exclusion of special, incidental, punitive or consequential damages as set forth in the preceding sentence will not apply to any such damages recovered by the XLLC third parties against a Buyer Indemnified Parties Party or the Acuitas a Seller Indemnified Party, as the case may be, in connection with Losses that may be indemnified under this Agreement. (d) Except for fraud, adjustment payments pursuant to Section 2.9 and Section 2.10 and recovery against the Excess Consideration Note and the Holdback, this Article 7 shall be the sole and exclusive remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties for monetary damages with respect to any matter and all claims relating to this Agreement, any Ancillary Agreement or series of related matters for which the transactions contemplated by this Agreement or the Ancillary Agreements. (e) The Buyer Indemnified Parties and the Seller Indemnified Parties shall not be entitled to indemnification is to be provided under Section 6.02(a7.3(c) or 6.02(bSection 7.2(a), respectively, unless the aggregate of the Indemnifying Party’s indemnification obligations under Section 7.3(c) or Section 7.2(a), as applicable, exceed exceeds One Hundred Sixty Two Thousand Seven Hundred Fifty U.S. Dollars ($100,000162,750) (the “Tipping Basket”), in which case event the Indemnifying Party shall be required to pay to the Indemnified Party and be liable for all such Losses with respect to such matter or matters, including from the first $100,000 (subject dollar of such Losses. This Section 7.8(e) shall not apply to all other applicable requirements any breaches of the Fundamental Representations or to breaches or inaccuracies of the representations and limitations hereinwarranties set forth in and under Section 7.3(e). (bf) Notwithstanding anything to Except for fraud, the contrary contained herein, (i) in no event Buyer Indemnified Parties shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may not be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of under: (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (iiSection 7.3(b) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect ofexcess of Three Hundred and Fifty Thousand Dollars ($350,000); and (ii) Section 7.3(c) for any amounts in excess of Seven Hundred and Thirty-Five Thousand Dollars ($735,000). (g) Except for fraud, and no party can recover under this Article 7 an amount in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality excess of such portion of the foregoingPurchase Price actually received by CGI, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating including the amount of any Lossesthe Excess Consideration Note.

Limitations on Liability. Neither Co-Trustee will be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding anything to for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Closing Date: (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall neither Co-Trustee will be liable for all Losses with respect any action taken or not taken by it (A) according to such matter the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or mattersthe Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) neither Co-Trustee will be liable for indebtedness evidenced by or created under the Transaction Documents, including the first $100,000 (subject principal of and interest on the Notes or amounts distributable to all other applicable requirements and limitations herein).the holder of the Residual Interest; (biii) Notwithstanding anything neither Co-Trustee will be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 2024-B Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the contrary contained herein, (i) in no event shall Noteholders under the aggregate liability Indenture or distributions to the holder of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Residual Interest under this Agreement exceed or (G) the proceeds actually received accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by such party pursuant to this Agreement.it in Section 6.6); (civ) Each Indemnified Party shall neither Co-Trustee will be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) neither Co-Trustee will be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) neither Co-Trustee will be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), resume performance as soon as practicable under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossescircumstances. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Unless otherwise expressly stated in this Agreement (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, including with respect to Section 6.3(b) below), the provisions of Sections 6.1 and 6.2 above provide each Party’s sole remedies for any matter failure by the other Party to perform its respective obligations under this Agreement prior to or series of related matters at the Final Closing, but will not limit any rights or remedies that either Party may have for which indemnification is to be provided under Section 6.02(a) a breach or 6.02(b) as applicable, exceed $100,000, in which case default by the Indemnifying other Party shall be liable for all Losses after Closing with respect to those provisions of this Agreement, or those provisions of the Closing Documents, that are expressly stated to survive Closing. However, in no event will either Party be liable to the other Party for any consequential, indirect, special or punitive damages suffered by a Party as a result of any failure, breach or default, either before or after Closing, by the other Party under this Agreement or any of the Closing Documents, and each Party expressly waives any right to recover any consequential, indirect, special or punitive damages caused to such matter or matters, including Party by the first $100,000 (subject to all other applicable requirements and limitations herein)Party. (b) Notwithstanding anything to the contrary contained hereinset forth in this Agreement or any of the Closing Documents, if Closing occurs, then from and after Closing, as to all Closed Sites (i) in Seller will have no event shall the aggregate liability of an Indemnifying whatsoever with respect to any Claims suffered or incurred by, asserted or assessed against, or imposed upon Buyer or any Buyer Party under Section 6.02 or with respect to this Agreement, the Property, or any Closing Document, except to the extent (and only to the extent) that such Claims exceed $1,000,000 50,000.00 (the “Threshold Amount”); and (ii) in no event shall will the total aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate Seller and any Seller Parties for any or all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified Claims with respect to the entirety of the Property and the transactions contemplated by this Agreement and the Closing Documents exceed $50,000,000.00 (the “Maximum Amount”). Buyer shall not make any Claims or deliver any Claim Notice unless Buyer in good faith believes the Claims would exceed the Threshold Amount, and Buyer shall not seek or receive for such Losses Claims any remedies or awards that individually or in the aggregate would exceed the Maximum Amount. The provisions of this Section 6.3(b) exclude any Claims by Buyer related to any express post-Closing obligations of Seller under Sections 5.4, 5.6. 5.7, or 5.8 of this Article VIAgreement, or any Claims by Buyer for any breach by Seller of any of the payment under JV Interest Representations (as defined in Section 4.1(p) of this Article VI with respect to such Losses shall Agreement), for which Seller’s liability will not be reduced limited by the amount of such insurance proceeds Threshold Amount or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesMaximum Amount. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. Notwithstanding any other provision of this Agreement: (ai) The Buyer Indemnified Parties shall have the right to payment by Sellers under Section 8(b) only if and to the extent that the Buyer Indemnified Parties shall have incurred indemnifiable Losses in excess of $3,000,000.00 (the “Deductible”); provided, further, that the maximum aggregate obligation of Sellers to the Buyer Indemnified Parties under this Section 8(e) shall not exceed $20,000,000.00 (the “Cap”). Solely for purposes of determining whether Buyer shall have incurred indemnifiable Losses in excess of the Deductible or whether such Losses are in excess of the Cap, Losses indemnifiable under the terms of the Outsourcing Asset Purchase Agreement shall be deemed to be Losses indemnifiable under the terms of this Agreement. Notwithstanding anything to the contrary herein, the limitations contained in the provisos above shall not apply to (A) any indemnification for any Losses incurred by the Buyer Indemnified Parties for any intentional misrepresentation or fraudulent breach of a representation or warranty, (B) any indemnification for any Losses incurred by the Buyer Indemnified Parties in connection with any Liability indemnified by Sellers under Sections 8(b)(ii)-(vi), or (C) any indemnification for Losses incurred by the Buyer Indemnified Parties in connection with any Liability for breaches of any of the Sellers’ Transaction Representations and Warranties. (ii) Neither Buyer nor Sellers shall have any liability under this Agreement for any breach of or inaccuracy in any representation or warranty in excess of the Purchase Price in the aggregate. (iii) The amount of any Loss for which indemnification is provided under Section 8 shall be net of an amount equal to the Tax benefit actually realized, if any, attributable to such Loss. If the amount to be netted hereunder from any payment required under Section 8(b) or 8(c) is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 8, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 8 had such determination been made at the time of such payment. (iv) Notwithstanding anything to the contrary contained hereinin this Agreement, an Indemnifying Party Buyer shall not have any obligation reduce its claim for indemnification under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, 8 with respect to any Losses or alleged Losses by the amount that the Buyer shall have received as a result of a reduction in the Closing Net Investment reflected in the Closing Financial Statements on account of any matter applicable to this Section 8 forming the basis for such Losses or series of related matters alleged Losses. (v) It is the parties’ intention that claims against the Transaction Insurance Policy, and the Environmental Insurance Policy (as to breaches for which indemnification is to be provided representations and warranties under Section 6.02(a3(z) or 6.02(b) as applicableof this Agreement), exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses the sole sources of payment with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party indemnifiable Losses claimed by Buyer under Section 6.02 exceed $1,000,000 and (ii8(b)(i) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate for breaches of such Indemnified Partyrepresentations and warranties under Sections 3(o), and 3(q)), 8(b)(iii) and (iv) of this Agreement. Buyer shall provide Sellers with copies of the applicable Indemnifying Party Transaction Insurance Policy and the Environmental Insurance Policy as well as any and all amendments or supplements thereto. In the event of a claim, Buyer shall cause such Indemnified Party provide Sellers with a copy of all correspondence and documents with respect to use reasonable efforts the claim. In the event that the Transaction Insurance Company or the Environmental Insurance Company denies the claim, the Sellers shall remain obligated to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified indemnify Buyer with respect to such Losses provided, however, that such obligation shall be conditioned upon the Buyer’s diligent good faith and commercially reasonable efforts to assert its claim under this Article VIthe Transaction Insurance Policy or the Environmental Insurance Policy, respectively, and its exhaustion of all procedures set forth in the payment under this Article VI Transaction Insurance Policy or the Environmental Insurance Policy with respect to appeal of any denial of claim or reservation of rights by the Transaction Insurance Company or the Environmental Insurance Company, respectively. The parties shall cooperate in resolving any Loss with respect to which the Transaction Insurance Company or the Environmental Insurance Company has denied coverage, including the assignment of rights from the Buyer to the Sellers upon request. (vi) Notwithstanding anything contained herein or otherwise to the contrary, including Sections 8(a), 8(e)(i), 8(e)(ii), and 8(e)(iii), nothing herein shall be deemed to limit any Party’s rights to recover any or all Losses incurred or suffered by it relating to or arising out of or in connection with fraud, it being understood and agreed that the right to recover such Losses shall be reduced by the amount of such insurance proceeds or indemnitysurvive forever; provided, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth hereinhowever, in no event shall either Buyer or Sellers have any party be entitled to recover or make a claim liability for any amounts indemnification under Section 8 in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality excess of the foregoingPurchase Price in the aggregate. (vii) Notwithstanding anything contained herein or otherwise to the contrary, no “multiple Buyer may recover for a Loss related to an Assumed Liability only to the extent that such Loss results from a breach of earnings” a representation or “multiple warranty by Sellers or Remy hereunder, or to the extent such Loss results from the intentional misrepresentation or fraud of cash flow” Sellers or similar valuation methodology shall be used in calculating the amount of any LossesRemy.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an An Indemnifying Party shall not have be required to indemnify any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, Party with respect to any matter or series Losses only if the aggregate amount of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, all Losses sustained by such party shall exceed $100,000, in which case 50,000 (the "Indemnity Threshold"); provided that if the Indemnity Threshold is exceeded the Indemnifying Party shall be liable for all Losses with respect to the entire amount of such matter or matters, including losses from the first $100,000 (subject to all other applicable requirements and limitations herein)dollar. (b) Notwithstanding anything The liability of the Stockholders to indemnify WaveRider under this Section 6 is several and not joint. For greater certainty, each of the contrary contained hereinStockholders shall only severally indemnify and save harmless WaveRider of and from any Loss suffered by, imposed upon or asserted against WaveRider as a result of, in respect of, connected with or arising out of, under or pursuant to: (i) any of the matters identified in Section 6.1(a); and (ii) any matter described in the opinion of Gilbert and Yallen dated January 25, 2001 provided to WaveRider. In no ▇▇▇▇▇ shall ▇▇ ▇▇dividual Stockholder indemnify and save harmless WaveRider of and from any claim arising from any failure by another Stockholder to (a) perform and fulfill such other Stockholder's covenants under this Agreement; (b) any breach or inaccuracy of any representation or warranty given by such other Stockholder contained in this Agreement to the extent such representation or warranty relates to such other Stockholder; and (c) any failure by such other Stockholder to fulfill its obligations under this Section 6. (c) In no event shall the aggregate liability of an Indemnifying Party under any of the Stockholders (taken collectively) or WaveRider pursuant to this Section 6.02 6 exceed $1,000,000 3,500,000; and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement any Stockholder exceed the proceeds actually received a dollar amount equal to $3,500,000 multiplied by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party)a fraction, the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect numerator of which is the number of shares of WaveRider Common Stock (exclusive of Warrants and WaveRider Options) issued to such Losses under this Article VI, Stockholder in the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect ofExchange, and the denominator of which is the total number of shares of WaveRider Common Stock (exclusive of Warrants and WaveRider Options) issued in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any LossesExchange.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein: (a) the maximum liability of Seller for all claims by Buyer under Sections 10.2(a) and 10.2(b) together shall not in any case exceed [***] provided that for any such indemnification claims for which notice was given pursuant to Section 10.6 more than ninety (90) days following the Closing Date the limit on all such claims (inclusive of any claims made prior to the end of such 90 day period) shall be the greater of (i) [***] or (ii) [***]; provided that the foregoing limitation shall not apply for liability arising from any fraud or intentional misrepresentation of Seller; (b) other than Third-Party Claims, neither Seller nor Buyer shall in any event be liable to the other Party or its Affiliates, officers, directors, employees, stockholders, agents or representatives on account of any indemnity obligation set forth in Section 10.2 or Section 10.3, for any Losses that are not a direct and foreseeable consequence of the breach, action or omission giving rise to an Indemnifying Party indemnification obligation hereunder (for example, any indirect, consequential, exemplary, or punitive damages, including damage to goodwill); and (c) no Buyer Indemnitees shall be entitled to recover for Losses under Section 10.2(a) with respect to any matters disclosed pursuant to Section 6.7 if the Closing shall have occurred; and (d) that (i) Seller shall not be required to indemnify any Person, and shall not have any obligation liability under Section 6.02 unless and until (i10.2(a) or 10.2(b), to the Losses incurred by the XLLC Indemnified Parties extent that, such Person’s Losses, or the Acuitas Indemnified Partyliability or obligation, as the case may be, with respect to are caused by any matter action taken or series of related matters for which indemnification is omitted to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 taken by any Buyer Indemnitees and (ii) in no event Buyer shall the aggregate not be required to indemnify any Person, and shall not have any liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (cSection 10.3(a) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party10.3(b), to the applicable Indemnifying Party shall cause extent that, such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorneyPerson’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitasthe liability or obligation, as the case may be, shall pay are caused by any action taken or shall cause such Indemnified Party omitted to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid be taken by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossesany Seller Indemnitees. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything any provision in this Agreement to the contrary contained hereincontrary, an Indemnifying the provisions of this Article IX shall constitute the sole and exclusive remedy of and means by which any Indemnified Party shall not have (including, without limitation, any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Buyer Indemnified Party) after the Closing may obtain recompense for Damages (including, as without limitation, Buyer Damages) arising out of, resulting from or incurred in connection with this Agreement, including, without limitation, any inaccuracy and/or breach of any representation or warranty contained in this Agreement or any other agreement or instrument, the case may befailure to perform any covenant or agreement under this Agreement or any other agreement or instrument, with respect to or any matter other act or series of related matters for which indemnification is omission by any party hereto. Any other rights to be provided indemnified or held harmless or to be paid or be compensated for Damages (including, without limitation, Buyer Damages) to which any Indemnified Party (including, without limitation, any Buyer Indemnified Party) might otherwise be entitled after the Closing, whether now existing or hereafter arising and under Section 6.02(a) or 6.02(b) as applicableany legal theory, exceed $100,000, in which case are hereby waived to the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other maximum extent permitted by applicable requirements and limitations herein)law. (b) Notwithstanding anything any provision in this Agreement (or any other agreement relating to the contrary contained hereintransactions contemplated hereby) to the contrary, (i) no Stockholder, officer, director, employee, agent or representative of the Company or ALC shall have any liability or obligation whatsoever to indemnify or hold harmless or compensate any Buyer Indemnified Party in respect of any Buyer Damages or otherwise. Any and all entitlement of any Buyer Indemnified Party to be compensated for Buyer Damages shall be satisfied exclusively out of the Escrow Account as provided in Section 9.02 hereof. In no event shall any Stockholder or any other Person be required to pay any additional amounts into the aggregate liability of an Indemnifying Escrow Account or to any Buyer Indemnified Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreementhereunder or otherwise. (c) Each Indemnified Party Buyer shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may not be entitled to indemnification hereunder. If have Buyer Damages taken into account in arriving at the Adjusted Purchase Price, as contemplated in Section 2.07(a) hereof, or to recover any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnificationamount out of the Escrow Account, contribution or similar obligation of another Person as contemplated in Section 9.02(e) hereof, unless and until the total Buyer Damages shall equal in the aggregate ONE HUNDRED THOUSAND DOLLARS (other than an Affiliate of such Indemnified Party$100,000) (the "INITIAL AMOUNT"), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnityall of which Initial Amount will be solely Buyer's responsibility and for Buyer's account and will remain so even if Buyer Damages exceed ONE HUNDRED THOUSAND DOLLARS ($100,000); PROVIDED, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnityHOWEVER, contribution or similar payments prior to being indemnified that amounts due with respect to such Losses Dissenters' Shares in excess of the amount that would otherwise be payable under this Article VIAgreement and Buyer Damages based upon, the payment under this Article VI with respect to such Losses shall be reduced resulting from or arising out of any knowing and intentional breach by the amount Company or ALC of such insurance proceeds any representation, warranty, statement, certification, agreement or indemnitycovenant made by the Company or ALC in this Agreement or any document delivered by or on behalf of the Company, contribution ALC or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect the Stockholders pursuant hereto shall not be subject to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesInitial Amount. (d) Notwithstanding anything to the contrary set forth herein, in no event Buyer shall any party not be entitled to recover have Buyer Damages taken into account in arriving at the Adjusted Purchase Price or make to receive amounts from the Escrow Account, unless a Buyer Claim Notice (as defined in the Escrow Agreement) shall have been delivered to the Representatives, the Stockholders and the Escrow Agent as provided in the Escrow Agreement on or before the dates specified in the Escrow Agreement, and, to the extent necessary, a proceeding for arbitration shall have been commenced with respect thereto pursuant to the Escrow Agreement after the date of such notice. (e) The Stockholders (or any of them) shall not be entitled to assert a claim for any amounts indemnification against Buyer hereunder unless written notice thereof, setting forth in respect of, reasonably sufficient detail the events or circumstances which are the basis for and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of the claim shall have been delivered to Buyer as provided herein on or before the dates specified herein. (f) Subject to the last sentence of this Section 9.03(f), notwithstanding any Lossesprovision in this Agreement to the contrary, in determining the amount of Buyer Damages or the amount of Damages for which a Seller Indemnified Party may seek indemnification hereunder, there shall be subtracted an amount equal to: (i) the present value of any tax benefit (federal, state, local or foreign) realized, or reasonably expected to be realized, by the Indemnified Party (or Buyer, to the extent that it is entitled to have Buyer Damages taken into account in arriving at the Adjusted Purchase Price and to receive amounts from the Escrow Account) by reason of such claim, MINUS (ii) the present value of any tax detriment (federal, state, local or foreign) incurred, or reasonably expected to be incurred, by the Indemnified Party (or Buyer) as a consequence of the receipt of a payment pursuant to the Escrow Agreement. For purposes of this Section 9.03(f), "present value" shall be calculated using the applicable annual federal mid-term rate, as that term is defined in the Code, in effect for the month in which the calculation is made. The preceding sentences of this Section 9.03(f) shall not apply to any claim by Seller Indemnified Parties that ▇▇▇▇▇ has failed to pay the Merger Consideration as required by this Agreement.

Limitations on Liability. (a) Notwithstanding anything Except for any claims under the Warranty Agreement (where Section ‎8.3(a)(i) shall not apply), no Seller shall have any liability under Section ‎8.1 unless and to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until extent: (i) the Losses incurred a claim has been notified by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect Purchaser to such matter or matters, including the first $100,000 Seller (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLCor, as the case may be, the lesser Sellers' Agent) in writing on or before the earlier of (a) the expiry of the applicable statute of limitation and (b) December 22, 2026; and (ii) if the relevant claim has not been agreed by the concerned Seller(s), Proceedings have been brought against the concerned Seller(s) within six (6) months of it being notified in accordance with Paragraph (i) above. (b) In the event of a breach or alleged breach of this Agreement by any of the Sellers, the Purchaser shall not be entitled to rescind this Agreement or to treat this Agreement as terminated but shall only be entitled to claim for a partial repayment of the Closing Purchase Price in accordance with this Agreement in respect of such matter. (c) In calculating the amount which may be due and payable by the Sellers as a result of any claim brought by the Purchaser pursuant to this Agreement, there shall be deducted the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable outany corresponding cash-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losseseffective Tax Benefits arising directly of an indemnified Loss. (d) Notwithstanding anything If the Purchaser is entitled to a claim against more than one Seller, the amount claimed by the Purchaser against any individual Seller under this Agreement shall not exceed the relative share of such Seller expressed as a percentage of the claimed amount calculated on the basis of such Seller's Allocable Portion in the Purchase Price in relation to the contrary sum of all concerned Sellers' Allocable Portion in the Purchase Price among themselves. (e) The aggregate liability of the Sellers (collectively) under this Agreement shall not exceed an amount equal to the Closing Purchase Price and the aggregate liability of each Seller under this Agreement shall not exceed an amount equal to the Seller's Allocable Portion of the Closing Purchase Price payable to such Seller. (f) The Sellers shall not be liable to the Purchaser for any facts or matters disclosed to the Purchaser in this Agreement, in the Warranty Agreement or the Disclosed Information, provided, however, that the foregoing shall not apply to the warranties set out in Sections ‎4.1, ‎4.2, ‎4.3, ‎4.5, and ‎4.6. (g) The Sellers shall not be liable to indemnify the Purchaser for Losses in respect of a breach of the representations and warranties given by the Sellers under ‎Article 4 if and to the extent the Purchaser has been compensated by the W&I Insurance or any other insurance mechanism. (h) For the avoidance of doubt, any limitations or exclusions of the Sellers' liability set forth herein, in no event this Section ‎8.3 shall any party be entitled to recover not apply in the case of fraud or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losseswilful misconduct (dol).

Limitations on Liability. (a) Notwithstanding anything Except in the case of a Seller Unlimited Liability Matter, if Buyer and Sellers cannot mutually agree upon the settlement of such Noticed Claim, Buyer shall be deemed to have waived such Noticed Claim unless Buyer brings a court action with respect to such Noticed Claim on or prior to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until thirtieth (30th) day following (i) the Losses incurred by the XLLC Indemnified Parties Outside Claim Date or the Acuitas Indemnified Party, as (ii) in the case may beof a Tax Indemnity, the expiration of the applicable statute of limitations for the assessment or collection of the applicable Taxes on which such Tax Indemnity is based; provided, however, the terms of this sentence shall not be applicable with respect to any matter or series of Noticed Claims made by Buyer related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying unresolved Third Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)Claims. (b) Notwithstanding anything In no event shall Sellers be liable for, or required to make any payment pursuant to Section 11.02 for any Seller Indemnifiable Damages suffered by Buyer Indemnified Parties unless and until the aggregate dollar amount of all such Seller Indemnifiable Damages under this Agreement exceeds Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), after considering any recovery Buyer actually obtains from any title or other insurance coverage or other remedies, if any, Buyer may have in connection with such claims (such amount, the "Basket Amount"), and then only to the contrary extent of such excess; provided, however the maximum aggregate indemnification available to the Buyer Indemnified Parties in respect of all such breaches of representations or warranties by Sellers contained hereinherein shall not exceed Five Million and No/100 Dollars ($5,000,000.00) (the "Seller Liability Cap") provided, further, that neither the Basket Amount nor the Seller Liability Cap shall apply to the extent that any indemnification is based on or attributable to the Tax Indemnity or any of the following (each a "Seller Unlimited Liability Matter"): (i) any breach of or inaccuracy in no event shall any of the aggregate liability representations and warranties of an Indemnifying Party under Sellers set forth in Section 6.02 exceed $1,000,000 and 6.01, Section 6.02, Section 6.03, Section 6.14, Section 6.16, or Section 6.17, (ii) in no event shall willful misconduct, bad faith or fraud, (iii) the aggregate liability of an Indemnifying Party under this Agreement exceed Sales Tax Audit, or (iv) the proceeds actually received by such party pursuant to this AgreementExisting Debt Indemnification, or (v) any Imputed Title Claims. (c) Each In no event shall Buyer be liable for, or required to make any payment pursuant to Section 11.03 for any Buyer Indemnifiable Damages suffered by the Seller Indemnified Party shall use reasonable efforts Parties unless and until the aggregate dollar amount of all such Buyer Indemnifiable Damages under this Agreement exceeds the Basket Amount, and then only to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate the extent of such excess; provided, however, that the maximum aggregate indemnification available to the Seller Indemnified PartyParties in respect of all such breaches of representations or warranties by Buyer contained herein shall not exceed Five Million and No/100 Dollars ($5,000,000.00) (the "Buyer Liability Cap"); provided, further, that neither the applicable Indemnifying Party Basket Amount nor the Buyer Liability Cap shall cause such Indemnified Party apply to use reasonable efforts the extent that any indemnification is based on or attributable to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, of the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of following (each a "Buyer Unlimited Liability Matter"): (i) any breach of or inaccuracy in any of the amount representations and warranties of such insurance proceeds or indemnityBuyer set forth Section 7.01, contribution or similar paymentSection 7.02, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery Section 7.03, and (ii) the aggregate amount paid by Acuitas willful misconduct, bad faith, or XLLC to all applicable Indemnified Parties with respect to such Lossesfraud. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything to Except in the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until event of (i) Fraud, (ii) breach of any covenant set forth in this Agreement, (iii) breach or inaccuracy of Fundamental Representations, or (iv) breach of the representations and warranties set forth in Section 3.16 or a claim for Indemnified Taxes, in each case solely to the extent of Special Escrow Tax Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified PartyUnsatisfied Current Income Taxes, as the case may be, Acquiror’s sole and exclusive source of recovery pursuant to this ARTICLE IX with respect to any matter 10 Certain confidential information contained in this document, marked with asterisks in brackets, has been redacted pursuant to a request for confidential treatment and has been filed separately with the United States Securities and Exchange Commission. breach of any representation or series warranty of related matters the Company, Blocker Seller or Blocker Company set forth herein and any claim for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party Indemnified Taxes shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)Indemnification Escrow Fund. (b) Notwithstanding anything to the contrary contained hereinin this Agreement, (i) in no event shall except for any liability for indemnifiable Damages incurred based on Fraud, and without limiting any right of the Company or its Affiliates to pursue any claim under the 2016 Agreement against any applicable Escrow Participant, the aggregate liability of an Indemnifying Party the Escrow Participants for indemnifiable Damages (i) under Section 6.02 9.2(a)(iv) and Section 3.16 in respect of Special Escrow Tax Losses shall not exceed $1,000,000 the amount contained in the sub-account of the Special Escrow Fund for Special Escrow Tax Losses, and (ii) in no event under Section 9.2(a)(vi) shall the aggregate liability of an Indemnifying Party under this Agreement not exceed the proceeds actually received by such party amount contained in the sub-account of the Special Escrow Fund for [**]11 Investigation Losses. The Acquiror’s sole and exclusive source of recovery pursuant to this AgreementARTICLE IX in respect of: (x) Special Escrow Tax Losses shall be the sub-account of the Special Escrow Fund for Special Tax Losses, (y) Unsatisfied Current Income Taxes shall be the sub-account of the Special Escrow Fund for Unsatisfied Current Income Taxes, and (z) [**]11 Investigation Losses shall be the sub-account of the Special Escrow Fund for [**]11 Investigation Losses. (c) Each Except in the event of Fraud and subject to Section 9.3(a), each Escrow Participant’s aggregate liability for Damages under Section 9.2(a) shall be limited to the portion of the Closing Consideration actually paid to such Escrow Participant pursuant to this Agreement (including any amount paid into escrow that is attributable to such Escrow Participant). (d) Without limiting the effect of any other limitation set forth in this ARTICLE IX, the indemnification provided for in Section 9.2(a)(i) and Section 9.2(a)(iv) (other than the Fundamental Representations, and the representations and warranties set forth in Section 3.16 or a claim for Indemnified Party Taxes, in each case solely to the extent of Special Escrow Tax Losses or Unsatisfied Current Income Taxes) shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may not apply, and Acquiror shall not be entitled to exercise any indemnification hereunderrights under this Agreement, except to the extent that the aggregate amount of the Damages against which Acquiror would otherwise be entitled to be indemnified under Section 9.2(a)(i) exceeds $[**]12 (the “Deductible”). If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the aggregate amount of such insurance proceeds or indemnityDamages exceeds the Deductible, contribution or similar paymentsthen Acquiror shall, less reasonable attorney’s fees and subject to the other reasonable out-of-pocket expenses incurred limitations set forth in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnitythis Agreement, contribution or similar payments after any Indemnified Party is indemnified with respect be entitled to some or all seek recovery from the Indemnification Escrow Fund only against the portion of such Losses, XLLC or Acuitas, as Damages in excess of the case may be, Deductible. (e) The amount of any Damages that are subject to indemnification under this ARTICLE IX shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of be calculated net of: (i) the amount of such any insurance proceeds or indemnity(including with respect to the R&W Insurance Policy), indemnification payments, contribution payments or similar paymentreimbursements received or receivable by Acquiror, less reasonable attorney’s fees the Surviving Entity or any Affiliate of Acquiror 11 Certain confidential information contained in this document, marked with asterisks in brackets, has been redacted pursuant to a request for confidential treatment and other reasonable out-of-pocket expenses incurred has been filed separately with the United States Securities and Exchange Commission. 12 Certain confidential information contained in this document, marked with asterisks in brackets, has been redacted pursuant to a request for confidential treatment and has been filed separately with the United States Securities and Exchange Commission. or the Surviving Entity in connection with such recovery and Damages or any of the events or circumstances giving rise or otherwise related to such Damages; (ii) the aggregate amount paid by Acuitas of any reserves or XLLC to all applicable Indemnified Parties accruals appearing on the Closing Balance Sheet of the Company in connection with respect such Damages or any of the events or circumstances giving rise or otherwise related to such LossesDamages and (iii) any amounts taken into account in the calculation of Closing Date Net Working Capital, Holder Expenses or Closing Date Indebtedness. Acquiror and the Surviving Entity shall seek, and shall cause each of their respective Affiliates to seek, full recovery under all insurance policies covering any Damages to the same extent as they would if such Damages were not subject to indemnification hereunder. (df) Notwithstanding anything to the contrary set forth herein, in In no event shall the Acquiror Indemnitees have any party be entitled right to recover indemnification under this ARTICLE IX to the extent that the applicable Damages (i) are attributable solely to Post-Closing Tax Periods (other than Damages arising from breaches of the representations and warranties in Sections 3.16(e), 3.16(h), 3.16(j), 3.16(n), 3.17(h), 3.17(i) or make 3.17(n) or breach of post-closing covenant); (ii) are incurred as a claim for result of any amounts transaction occurring on the Closing Date but after the Closing outside the Ordinary Course of Business (other than explicitly contemplated by this Agreement or otherwise required by Law), (iii) are due to the unavailability in respect ofany Post-Closing Tax Period of any net operating losses, credits or other Tax attributes from a Pre-Closing Tax Period, or (iv) that are attributable to the manner in which Acquiror finances the purchase and sale of the Units or Shares or any of the other transactions contemplated by this Agreement. (g) For purposes of determining the accuracy or breach of the representations and warranties made by the Company, the Blocker Company and the Blocker Seller set forth in ARTICLE IV hereof, respectively, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in for calculating the amount of any LossesDamages arising therefrom, all “material”, “Material Adverse Effect” and similar qualifications and words of similar import contained in such representation and warranty shall be disregarded.

Limitations on Liability. (a) Notwithstanding anything The Purchaser Indemnified Parties’ right to indemnification under Section 5.2 shall be subject to the contrary contained herein, an Indemnifying Party following limitations: (i) Purchaser shall not have any obligation under the right to be indemnified pursuant to Section 6.02 5.2 (A) unless and until (i) the Losses incurred by the XLLC Purchaser Indemnified Parties shall have incurred, on a cumulative basis following the Closing, Losses in excess of $2,860,000 (the “Basket”) (excluding Losses that are not indemnifiable because of the Minimum Claim Threshold), in which event the right to be indemnified shall apply to all Losses, inclusive of the amount of the Basket, but subject to the other terms and limitations herein, or (B) if the Acuitas Indemnified Party, as the case may be, incident or matter (together with respect to any matter series of or similar or related incidents or matters) or series of related matters giving rise to the Losses does not result in Losses in excess of $50,000 (the “Minimum Claim Threshold”); and (ii) the Indemnity Escrow Fund shall be the exclusive remedy against an Equityholder and the maximum aggregate amount of Losses for which the Equityholders shall be obligated to provide indemnity under Section 5.2 shall equal the amount held in the Indemnity Escrow Fund. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, (x) the limitations set forth in clauses (i) and (ii) of this Section 5.5(a) shall not be applicable to any Losses resulting from actual fraud or to a claim for indemnification to the extent such claim is based on the failure of a Fundamental Representation to be provided true and correct and (y) the limitations set forth in clause (i) of this Section 5.5(a) shall not be applicable to any Losses resulting from a claim for indemnification to the extent such claim is based on (A) any Company Transaction Expenses outstanding and not paid prior to or at the Closing or pursuant to Section 1.12, (B) any Indebtedness of the Company existing prior to the Closing and not paid prior to or at the Closing or pursuant to Section 1.12 or (C) any failure by the Company to obtain the consent or approval of any Person that is a party to a lease and whose consent or approval is required as set forth on Schedule 2.3(b) prior to the Closing; provided, however, that the aggregate indemnification amounts paid to Purchaser Indemnified Parties by the Equityholders pursuant to this Agreement shall in no event exceed the aggregate amount of cash proceeds actually received by the Equityholders in their capacity as Equityholders pursuant to the transactions contemplated by this Agreement. In furtherance of the foregoing, the maximum aggregate amount of Losses for which the Purchaser Indemnified Parties as a group may be entitled to indemnification under Section 6.02(a) or 6.02(b) this Agreement from a specific Equityholder shall in no event exceed the aggregate amount of cash proceeds actually received by such Equityholder in his/her/its capacity as applicable, exceed $100,000, in which case an Equityholder pursuant to the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)transactions contemplated by this Agreement. (b) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, Purchaser shall not be entitled to any indemnification under this Agreement (i) in no event shall to the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and extent Purchaser could have, with commercially reasonable efforts, mitigated or prevented the Loss with respect to such breach or (ii) in no event shall to the aggregate liability of an Indemnifying Party extent indemnification or insurance remedies (including under this the R&W Insurance Policy, the Existing Purchase Agreement exceed or the proceeds actually received by Existing R&W Policy) are available with respect to such party pursuant to this Agreementbreach and have not been fully exhausted. (c) Each Indemnified Party Notwithstanding anything in this Agreement to the contrary, no breach of any representation, warranty or covenant contained herein shall use reasonable efforts give rise to mitigate all Losses for which such Indemnified Party is any right on the part of Purchaser, after the consummation of the transactions contemplated hereby, to rescind this Agreement or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossestransactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary set forth hereincontrary, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses incurred or suffered by a Purchaser Indemnified Party shall be calculated after giving effect to any alternative insurance proceeds or indemnification (including under the Existing Purchase Agreement and Existing R&W Policy) actually received by a Purchaser Indemnified Party with respect to such Losses. If a Purchaser Indemnified Party receives any insurance proceeds or indemnification proceeds under the Existing Purchase Agreement after an indemnification payment is made to it by the Equityholders under this Article 5, Purchaser shall as promptly as practicable deliver to the Escrow Agent for deposit to the Escrow Fund the amount of such proceeds at such time or times as and to the extent that such proceeds are realized by Purchaser; provided, however, that if the Escrow Fund no longer exists, Purchaser shall pay such amount to the Equityholders in proportion to their respective Percentages. Purchaser shall use commercially reasonable efforts to recover insurance proceeds or any other amounts from third parties (including under the R&W Insurance Policy, the Existing Purchase Agreement and Existing R&W Policy), related to any Losses for which indemnification is sought pursuant to this Article 5; provided that any related Survival Period shall be tolled with respect to the related claim and amount of Losses during such recovery effort. (e) Notwithstanding anything in this Agreement to the contrary, to the extent that an indemnified party recognizes any Tax Benefit, the amount of any Losses incurred or suffered with respect to a claim for indemnification shall be calculated net of any Tax Benefit that the indemnified party actually realizes, directly or indirectly, as a result of being able to deduct the Losses for Tax purposes (net of any Tax liability to the indemnified party or any of its Affiliates attributable to the related indemnification payment). If an indemnified party receives, directly or indirectly, a Tax Benefit after the related indemnification payment is made to the indemnified party, the indemnified party shall promptly pay to the indemnifying party or, if applicable, deliver to the Escrow Agent for deposit to the Indemnity Escrow Fund, the amount of such Tax Benefit (net of any Tax liability to the indemnitee or any of its Affiliates attributable to the related indemnification payment) at such time or times as and to the extent that such Tax Benefit is realized by the indemnified party as a result of being able to currently deduct Losses for Tax purposes; provided, however, that (i) if the Escrow Fund no longer exists and the indemnified party is Purchaser, Purchaser shall pay such amount directly to the Equityholders in proportion to their respective Percentages and (ii) an indemnified party’s obligation to deliver the amount of such Tax Benefit to the indemnifying party shall only apply to Tax Benefits that the indemnified party actually realizes within two (2) years following the date of the related indemnification payment. For purposes hereof, “Tax Benefit” shall mean the amount, if any, by which an indemnified party’s liability for Taxes payable for a taxable year is actually reduced by way of refund, reduction of or credit against such indemnified party’s Tax liabilities, in each case that results, directly or indirectly, from being able to deduct the Losses for Tax purposes.

Limitations on Liability. (ai) The right of the Investor to be indemnified by the Company from an amount not to exceed ten percent (10.0%) of the Aggregate Purchase Price paid for Purchased Shares pursuant to this Agreement (the “Company Maximum Indemnity Amount”) shall be the sole and exclusive remedy available to the Investor in respect of any indemnification for matters covered under Section 8.2(a)(i) (the “Indemnified Investor Representation Liabilities”); provided, however, that the right of the Investor to be indemnified solely and exclusively from the Company Maximum Indemnity Amount for the Indemnified Investor Representation Liabilities shall not apply to claims of fraud by the Company. (ii) The right of the Company to be indemnified by the Investor from an amount not to exceed ten percent (10.0%) of the Aggregate Purchase Price paid for Purchased Shares pursuant to this Agreement (the “Investor Maximum Indemnity Amount”) shall be the sole and exclusive remedy available to the Company in respect of any indemnification for matters covered under Section 8.2(b)(i) (the “Indemnified Company Representation Liabilities”) with respect to the Investor; provided, however, that the right of the Company to be indemnified solely and exclusively from the Investor Maximum Indemnity Amount for the Indemnified Company Representation Liabilities shall not apply to claims of fraud by the Investor. (iii) Notwithstanding anything to the contrary contained hereinin this Agreement, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, except with respect to any matter or series claims of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicablefraud by the Company, exceed $100,000, in which case the Indemnifying Party Company not shall be liable for all Losses with to an Indemnified Investor Party in respect of any Indemnified Investor Representation Liabilities except to the extent that the aggregate amount (without duplication) of Indemnified Investor Representation Liabilities of the party seeking indemnification exceeds $3,000,000, at which point the Company shall be liable to such matter or matters, including Indemnified Investor Party for the first $100,000 total amount of such Indemnified Investor Representation Liabilities (subject to all other applicable requirements and the limitations hereinset forth in Section 8.2(c)(i)). (biv) Notwithstanding anything to the contrary contained hereinin this Agreement, (i) except with respect to claims of fraud by the Investor, the Investor not shall be liable to an Indemnified Company Party in no event shall respect of any Indemnified Company Representation Liabilities except to the extent that the aggregate liability amount (without duplication) of an Indemnifying Indemnified Company Representation Liabilities of the party seeking indemnification exceeds $3,000,000, at which point the Investor shall be liable to such Indemnified Company Party under for the total amount of such Indemnified Company Representation Liabilities (subject to the limitations set forth in Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement8.2(c)(ii)). (cv) Each Indemnified Party No current or former stockholder, director, officer, employee, Affiliate or advisor of the Company shall use reasonable efforts have any liability of any nature to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified Investor with respect to such Losses any matter arising under or related to this Article VIAgreement or the transactions contemplated hereby. (vi) No current or former stockholder, director, officer, employee, Affiliate or advisor of the payment under this Article VI Investor shall have any liability of any nature to the Company or any of its Subsidiaries with respect to such Losses shall be reduced by any matter arising under or related to this Agreement or the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossestransactions contemplated hereby. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party OXIS shall not have any obligation liability under Section 6.02 this ------------------------ Agreement (including any liability for its own negligence) for damages, losses or expenses suffered by OPUS or its subsidiaries as a result of the performance or non-performance of OXIS' obligations hereunder, unless such damages, losses or expenses are caused by or arise out of the willful misconduct or gross negligence of OXIS or a breach by OXIS of any of the express provisions hereof; notwithstanding the foregoing to the extent OXIS has delivered non-conforming goods, or failed to deliver goods properly ordered hereunder, OXIS shall be responsible for promptly delivering conforming goods. Notwithstanding the foregoing, neither party shall be liable for, or considered to be in breach or default hereunder on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party's reasonable control (including acts of God, earthquakes, labor strife, and until (i) the Losses incurred by ability to obtain necessary raw materials from suppliers). IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT SUCH OTHER PARTY OR ITS SUBSIDIARIES OR ANY THIRD PARTY MAY INCUR OR EXPERIENCE ON ACCOUNT OF THE PERFORMANCE OR NON- PERFORMANCE OF SUCH PARTY'S OBLIGATIONS HEREUNDER. Furthermore, neither party shall be liable to the XLLC Indemnified Parties other party or the Acuitas Indemnified Party, as the case may be, to any third party with respect to any matter obligations or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, liabilities incurred by either party in which case the Indemnifying Party shall be liable for all Losses connection with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything their separate businesses unrelated to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant matters related to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything Nothing herein shall be construed to require the governing body of the Lessee to appropriate any money to pay any Rentals hereunder. If the Lessee fails to pay any portion of the Rentals which are due hereunder or an Event of Default hereunder or an Event of Nonappropriation occurs, the Lessee shall immediately (but in no event earlier than the expiration of the Initial Term or the then current Renewal Term for which the Lessee has paid or appropriated moneys sufficient to pay all Rentals due for such Renewal Term, in the case of an Event of Nonappropriation) quit and vacate the Leased Property in accordance with the schedule therefor provided by the Lessee to the contrary contained Trustee in accordance with Section 4.09(b) hereof, and its obligation to pay any Rentals (except for Rentals theretofore appropriated and then available for such purpose) shall thereupon cease, it being understood between the parties that neither the State of Utah nor any political subdivision thereof, except the Lessee as provided herein, an Indemnifying Party shall not have is obligated to pay any obligation under Section 6.02 unless Rentals due to the Lessor hereunder. Should the Lessee fail to pay any portion of the required Rentals and until (i) then fail immediately to quit and vacate the Losses incurred by Leased Property to the XLLC Indemnified Parties extent required, the Trustee in accordance with the Indenture may immediately bring legal action to evict the Lessee from the Project Site and commence proceedings to foreclose the lien of the Indenture pursuant to the Indenture. The Lessee hereby agrees to pay as damages for its failure immediately to quit and vacate the Leased Property upon termination of the Initial Term or the Acuitas Indemnified Partythen current Renewal Term, as the case may be, with respect of the Lease in violation of the terms hereof and Section 17D-2-405 of the Act an amount equal to the Base Rentals otherwise payable during such period prorated on a daily basis and any matter reasonable Additional Rentals attributable to such period on the basis of the services provided. No judgment may be entered against the State of Utah or series any political subdivision of related matters the State of Utah for failure to pay any Rentals hereunder, except to the extent that the Lessee has theretofore incurred liability to pay any such Rentals through its actual use, occupancy and operation of the Leased Property, or through its exercise of an option that renews the Lease for an additional Renewal Term for which indemnification moneys have been appropriated, or is otherwise obligated to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect pay such Rentals pursuant to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)this Lease. (b) Notwithstanding anything The Rentals constitute current expenses of the Lessee, and the Lessee’s obligations hereunder are from year to year only and do not constitute a mandatory payment obligation of the Lessee in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision hereof shall be construed or interpreted as creating a general obligation or other indebtedness of the State of Utah or any political subdivision of the State of Utah within the meaning of any constitutional or statutory debt limitation. Neither the execution, delivery and performance of the Lease nor the issuance of the Bonds directly or indirectly obligates the Lessee to make any payments hereunder beyond those appropriated for the Lessee’s then current Fiscal Year; provided, however, that nothing herein shall be construed to limit the rights of the Bondowners or the Trustee to receive any amounts which may be realized from the Trust Estate pursuant to the contrary contained hereinIndenture. I No obligation assumed by or imposed upon the Lessor hereunder shall require the performance of any act by the Lessor except to the extent, (i) in no event shall if any, that the aggregate liability cost and expense of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed such performance may be provided for from the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is of sale of the Bonds or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced paid by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recoveryLessee hereunder as Additional Rental. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality Failure of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology Lessor to perform any such act shall be used in calculating not entitle the amount of any LossesLessee to terminate the Lease.

Limitations on Liability. Except for the liabilities and obligations contemplated by Section 7.2(d), Section 7.2(e), Section 7.2(f), Section 7.2(i), Section 7.2(j), Section 7.3(e) and Section 7.3(f), the liability of the Sellers or the Buyer, as applicable, for claims under this Agreement shall be limited by the following: (a) Notwithstanding anything to If the contrary contained herein, an Indemnifying Party Closing shall not have occurred, recovery of the Buyer, Parent, the Sellers or the Companies pursuant to this Article 7 shall be limited to actual out-of-pocket expense. In no event, whether prior to or after the Closing, shall Damages include any obligation punitive, exemplary, special, indirect, incidental or consequential damages whatsoever except for any such damages owed to a third party. (b) The amount of Damages otherwise recoverable under Section 6.02 unless this Article 7, and until the amount of any claim which may be asserted for any purpose whatsoever hereunder, shall be reduced to the extent to which any Federal, state, local or foreign tax liabilities of Seller Indemnitee or Buyer Indemnitee, as applicable, is decreased by reason of any Damage in respect of which such Seller Indemnitee or Buyer Indemnitee, as applicable, shall be entitled to indemnity under this Agreement. (c) No Damages shall be recoverable by a Seller Indemnitee or Buyer Indemnitee, and no claim therefor shall be asserted for any purpose whatsoever hereunder, with respect to any matter which is covered by insurance, to the extent proceeds of such insurance or other third party indemnitor are paid or payable. (i) No Damages shall be recoverable by a Seller Indemnitee or Buyer Indemnitee pursuant to the Losses incurred provisions of this Article 7, and no claim therefor shall be asserted for any purpose whatsoever hereunder, with respect to any individual Damage unless the amount thereof equals at least Ten Thousand U.S. dollars ($10,000). (ii) No Damages shall be recoverable by a Seller Indemnitee or Buyer Indemnitee pursuant to the XLLC Indemnified Parties provisions of this Article 7, and no claim therefor shall be asserted for any purpose whatsoever hereunder, unless the amount of Seller Indemnitees' or the Acuitas Indemnified PartyBuyer Indemnitees', as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed Damages equals at least One Hundred Thousand U.S. dollars ($100,000) in the aggregate, in which case whereupon an amount equal to the Indemnifying Party excess shall be liable for all Losses recoverable by a Seller Indemnitee or Buyer Indemnitee in accordance with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)terms hereof. (biii) Notwithstanding anything The aggregate amount of Damages recoverable pursuant to the contrary contained herein, (i) in no event shall the aggregate liability provisions of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced 7 by the amount of such insurance proceeds all Seller Indemnitees or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or AcuitasBuyer Indemnitees, as the case may be, shall pay or shall cause such Indemnified Party be limited to pay to Acuitas or XLLC, as Twenty Five Percent (25%) of the case may be, Purchase Price in the lesser of aggregate. (iiv) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery Notwithstanding Sections 7.4(d)(i) and (ii) above, the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties Sellers shall indemnify the Buyer with respect to Damages relating to any Accounts Receivable of any of the Companies, to the extent such LossesDamages, in the aggregate, exceed Ten Thousand U.S. dollars ($10,000). (de) Notwithstanding anything The Sellers shall indemnify the Buyer with respect to Damages relating to the contrary E and O Coverage for up to a maximum of Ten Million U.S. dollars ($10,000,000). Payments under this Section 7.4(e) shall not be subject to, or count against, any of the limitations set forth hereinin Section 7.4(d). (f) No Damages shall be recoverable by any Buyer Indemnitee pursuant to the provisions of this Article 7, in and no event claim therefor shall any party be entitled to recover or make a claim asserted for any amounts purpose whatsoever hereunder, which arise out of facts, circumstances or conditions which are disclosed in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special this Agreement or consequential damages, lost profits any Schedule or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any LossesExhibit hereto.

Limitations on Liability. (a) Notwithstanding anything to 9.1 None of the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party Sellers shall be liable for all Losses with respect any Claim unless the Sellers’ Representatives each receive from the Purchaser written notice (as soon as reasonably practicable after the Purchaser becomes aware of the fact, matter or circumstance reasonably likely to give rise to such matter or mattersClaim) containing such details as are then reasonably available of the Claim, including together with supporting evidence of the first $100,000 Claim and the Purchaser’s estimate (subject to all other applicable requirements and limitations herein). on a without prejudice basis) of the amount of the Claim (b) Notwithstanding anything to the contrary contained herein, provided that: (i) in no event failure of the notice to contain all such details, supporting evidence and/or the Purchaser’s estimate of the amount of the Claim shall not operate to limit the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 such Seller except to the extent that the liability of such Seller is materially increased as a result of such failure; and (ii) to the extent the notice does not contain all such details, supporting evidence and/or the Purchaser’s estimate of the amount of the Claim, the Purchaser shall promptly provide such information to the Sellers’ Representative upon it becoming available to the Purchaser) prior to the date falling: (i) [***] after (and excluding) the Closing Date in respect of a Claim (other than a Gap Control Claim or a [***]); (ii) [***] after (and excluding) the Closing Date in respect of a Gap Control Claim; and (iii) [***] after (and excluding) the Closing Date in respect of a [***]. 9.2 The liability of each Seller for each individual Claim shall be limited to such Seller’s Liability Percentage of such Claim, or where fewer than all the Sellers are liable in respect of such Claim, such Sellers shall be severally and proportionately liable hereunder in the respective proportions that each such Seller’s Liability Percentage bears to the aggregate Liability Percentages of all such Sellers who are liable in respect of such Claim. For the avoidance of doubt, no Seller shall be liable for any Claim arising from a breach of this Deed by any other Seller. 9.3 The aggregate total liability of each Seller in respect of all claims under the Transaction Documents and any interest, legal and professional fees and disbursements and all other costs and expenses (including Tax) related to such claims, shall be limited to, and shall in no event shall exceed, an amount equal to the aggregate liability of an Indemnifying Party under this Agreement exceed (a) the proceeds actually received by such party aggregate consideration and (b) the aggregate payment to redeem any Notes in each case paid to (or at the direction of) the relevant Seller at Closing pursuant to this Agreement. Deed (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of provided that: (i) this clause 9 shall not apply to any liability of a Seller pursuant to the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees undertakings and other reasonable out-of-pocket expenses incurred covenants given in connection with such recovery clause 7; and (ii) the aggregate amount paid total liability of the Management Warrantors (as defined in the Management Warranty Deed) in respect of any claim made under the Management Warranty Deed shall be limited to £1.00 in accordance with Schedule 2 of the Management Warranty Deed), subject to clause 2.4 of the Management Warranty Deed. 9.4 If a breach giving rise to a Claim is capable of remedy, the Purchaser shall not be entitled to make any claim (whether for damages or otherwise) in respect of such breach if the relevant Seller remedies the breach within 45 days after the date on which notice of the breach is served on such Seller at no cost or loss to the Purchaser Group. Without prejudice to its obligation at law and pursuant to clause 9.11 to mitigate any loss, the Purchaser shall (or shall procure that any relevant member of the Purchaser Group shall) at the cost and expense of the relevant Seller, provide reasonable assistance to any of the Sellers to remedy any such breach. 9.5 Any Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn [***] after the notice is given pursuant to clause 9.1 unless legal proceedings in respect of it have been commenced by Acuitas being both issued and served. No new Claim may be made in respect of the facts, matters, events or XLLC circumstances giving rise to all applicable Indemnified Parties any such withdrawn Claim. 9.6 If any Claim is based upon a liability which is contingent only, none of the Sellers shall be liable to make any payment unless and until such contingent liability gives rise to an obligation to make a payment. This is without prejudice to the right of Purchaser to give notice of the Claim in accordance with clause 9.1 before such time notwithstanding that such contingent liability has not become an actual liability. 9.7 None of the Sellers shall be liable in respect of any Claim to the extent: (a) that it would not have arisen but for, or has been increased or not reduced as a result of, any voluntary act, omission or transaction carried out: (i) after Closing by the Purchaser or any member of the Purchaser Group (or its respective directors, employees, agents or successors in title) outside the ordinary course of business of a Target Company as at Closing; or (ii) before Closing by any Seller or any of its respective Affiliates or any Target Company acting in accordance with the Transaction Documents or otherwise at the written direction or written request of the Purchaser or any member of the Purchaser Group; (b) that it would not have arisen but for, or has been increased or not reduced as a result of, any: (i) legislation not in force at the date of this Deed; (ii) change of law (including a change in interpretation on the basis of case law), regulation, directive, requirement or administrative practice (including, but not limited to, published practice of any Tax Authority) after the date of this Deed; or (iii) change in the rates of Taxation in force at the date of this Deed or any imposition of any Taxation or any withdrawal of Relief not in effect at the date of this Deed; (c) of any corresponding saving by, or net quantifiable financial benefit to, the Purchaser or any member of the Purchaser Group arising from the matter(s) giving rise to such Losses.Claim, including the amount (if any) by which any Tax for which the Purchaser or any member of the Purchaser Group would otherwise have been accountable or liable for assessment is actually reduced or extinguished as a result of the matter(s) giving rise to the Claim; (d) Notwithstanding anything that provision or reserve is specifically made in the Locked Box Accounts or Management Accounts for the matter, fact or circumstance giving rise to such Claim; (e) that any loss or damage relating to a Target Company or the contrary set forth hereinBusiness arises after that Target Company ceases to be a member of the Purchaser Group or the Business ceases to be owned by a member of the Purchaser Group; or (f) in respect of any Claim other than one pursuant to clause 8, that the Purchaser or any of its Affiliates are actually aware at the date of this Deed of the matter, fact or circumstance giving rise to such Claim. 9.8 The Sellers’ aggregate liability in no event respect of any Claim shall be reduced by an amount equal to any party loss or damage to which the Claim related which has actually been recovered by the Purchaser or any other member of the Purchaser Group under a policy of insurance (after deducting any costs reasonably and properly incurred in making such recovery). 9.9 No member of the Purchaser Group shall be entitled to recover damages or make obtain payment, reimbursement, restitution or indemnity more than once in respect of any one liability, Cost, shortfall, deficiency, breach or other set of circumstances which gives rise to more than one Claim, and for this purpose recovery by any member of the Purchaser Group shall be deemed to be a recovery by each of them. 9.10 Where a Seller has made a payment to the Purchaser in relation to any Claim and the Purchaser or any member of the Purchaser Group recovers (whether by insurance, payment, discount, credit, Relief or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or any member of the Purchaser Group (in whole or in part) in respect of the liability or loss which is the subject of a Claim, the Purchaser or relevant member of the Purchaser Group shall pay to the relevant Seller as soon as practicable after receipt an amount equal to the lesser of (a) the amount recovered from the third party and (b) the amount previously paid by such Seller to the Purchaser in respect of such Claim, in each case net of Taxation incurred and less any costs of recovery reasonably and properly incurred (other than recoverable VAT). 9.11 The Purchaser shall (and shall procure that each member of the Purchaser Group shall) take all reasonable steps to avoid or mitigate any loss or damage which it may suffer in consequence of any breach by any Seller of the terms of this Deed or any fact, matter, event or circumstance likely to give rise to a Claim. 9.12 Neither the Purchaser nor any member of the Purchaser Group shall be entitled to claim for any amounts punitive, special, indirect or consequential loss. 9.13 Nothing in this clause 9 shall have the effect of limiting or reducing any liability of a Seller in respect of a Claim arising as a result of fraud or fraudulent misrepresentation by such Seller. 9.14 Without limiting the foregoing, each of the Sellers and the Target Companies, on behalf of themselves and their respective subsidiaries, hereby agrees that it shall not institute, and shall cause its Representatives and Affiliates not to institute, and hereby waives, any legal action or proceeding (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of any entity against its owners or Affiliates) against the Financing Sources, arising under, in connection with or related to this Deed, the Financing, the Debt Commitment Letter or any of the transactions contemplated hereunder or thereunder against the Financing Sources, and that none of the Financing Sources shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to the Sellers, the Target Companies or any of their subsidiaries for any obligations or liabilities arising under, in connection with or related to this Deed, the Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise or for any claim based on, in respect of, or by reason of this Deed, the Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, or its negotiation or execution hereunder or thereunder, and in no event shall “Losses” be deemed to include indirecteach of the Sellers and the Target Companies, expectationon behalf of themselves and their respective subsidiaries, incidentalhereby waives and releases all such liabilities, special or consequential damagesclaims and obligations against the Financing Sources; provided, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of that notwithstanding the foregoing, no “multiple nothing hereunder shall affect the rights of earnings” the Purchaser against the Financing Sources with respect to the Financing or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossestransactions contemplated hereunder.

Limitations on Liability. 10.1 The liability of the Vendors under or in respect of the Warranties and/or the indemnities on their part contained in Clause 2 of the Tax Deed (a"the Indemnities") Notwithstanding anything shall be limited as follows: 10.1.1 no claim under the Warranties or the Indemnities ("a relevant claim") may be made unless written notice of the claim concerned has been given to the contrary contained herein, an Indemnifying Party shall not have Vendors before the seventh anniversary of Completion in the case of any obligation claim under Section 6.02 the Indemnities and before the second anniversary of Completion in any other case; 10.1.2 no claim under the Warranties may be made unless and until the aggregate amount of all relevant claims exceeds US$350,000 although (isubject to paragraph (D) of this Clause) once such limit is exceeded the Losses full amount of all such claims and any other claims shall be recoverable; 10.1.3 no claim under the Warranties may be made in respect of an individual breach unless it exceeds US$3,000; and 10.1.4 the maximum aggregate liability of all the Vendors under the Warranties and the Indemnities shall not exceed an amount equal to the total of the Consideration actually received by the Vendors on or prior to the date on which any claim thereunder is finally determined or agreed provided that if following such determination or agreement further consideration is received then such aggregate liability shall be increased by the further amount so received. 10.2 No relevant claim may be made: 10.2.1 under the Indemnities or Warranties if the claim has previously been satisfied in full pursuant to any other provision of this Agreement or any agreement entered into pursuant hereto; 10.2.2 under the Indemnities or such of the Warranties as relate to taxation ("Tax Warranties") if it would not have arisen but for some voluntary act or transaction carried out or effected after Completion (otherwise than as a consequence of any act or omission on or before Completion of any of the Vendors or the Company or any shareholder or officer thereof or any associate or connected person of all or any of the foregoing) by or on behalf of the Purchaser or the Company (not being an act or transaction in the ordinary course of its business) provided that the Purchaser or the Company were aware or ought reasonably to have been aware from matters fairly disclosed in the Disclosure Letter or from investigations carried out after Completion by the Purchaser into matters arising before Completion, at the time of such act or transaction that such claim would arise therefrom; 10.2.3 under the Indemnities or Warranties to the extent that the Company has previously received indemnity against any loss or damage suffered by it arising out of the breach or claim under the terms of any insurance policy of the Company in force at the date hereof; 10.2.4 under the Warranties or Indemnities to the extent that specific provision or specific reserve for the liability to which it relates was made in the Accounts or in respect of any matter fairly disclosed by way of a note to the Accounts; 10.2.5 under the Warranties or Indemnities if the matter giving rise to the same is solely attributable to or consequent upon any change of accounting policy of the Company on or after Completion, except where effected in order to conform to generally accepted accounting principles and policies in the United Kingdom not previously adopted by the Company; 10.2.6 under the Warranties or Indemnities if it arises or is increased by reason only of any legislation not in force at the date of Completion which takes effect retrospectively to the period before Completion or any increase after Completion in the rate of taxation with retrospective effect to before Completion; 10.2.7 under the Tax Warranties or the Indemnities to the extent that the loss arises only by reason of the transfer, winding-up or cessation of the business of the Company after completion unless such action was caused by the insolvency of the Company resulting from a breach of warranty. 10.3 The Purchaser shall be entitled to claim both under the Warranties and under the Indemnities by reference to the same subject matter. Any payment in respect of a breach of Warranty shall to such extent satisfy and discharge any claim made by the Purchaser under the Indemnities in respect of the same subject matter and vice versa. 10.4 The provisions of Clauses 3 to 6 (inclusive) of the Tax Deed shall apply mutatis mutandis to any claims under the Tax Warranties. 10.5 Where the Purchaser or the Company is legally entitled to recover from some other person (not being the other of them or another member of the Purchaser's Group or any employee or officer thereof or any Vendor or under any insurance policy effected after Completion) any sum in respect of any matter the subject of a claim under the Warranties (other than the Tax Warranties as to which Clause 5 of the Tax Deed shall apply) which the Vendors shall have previously satisfied on terms reasonably satisfactory to the Purchaser or the Company (as appropriate) shall (subject first to being indemnified and secured to its or their reasonable satisfaction against all reasonable costs and expenses which it or they may reasonably incur thereby) take all reasonable steps to enforce such recovery (keeping the Vendors' Representative informed of the progress of any action taken) and account to the Vendors originally satisfying the claim for any amounts they recover, in accordance with Clause 10.6 below. 10.6 If the liability or loss or damage the subject of a claim under the Warranties (other than the Tax Warranties as to which Clause 5 of the Tax Deed shall apply) has been made good in full (including all reasonable costs and expenses reasonably incurred) and the Purchaser or the Company or any other member of the Purchaser's Group subsequently recovers or receives from a third party (not being the other of them or any other member of the Purchaser's Group or a Vendor) a sum which is directly referable to the subject matter of such claim, the Purchaser or the Company or any other member of the Purchaser's Group (as appropriate having regard to which of them is the recipient) shall as soon as reasonably practicable following receipt of such sum pay to the Vendors' Solicitors on behalf of the Vendors originally satisfying the claim the net amount received after deducting any reasonable costs and expenses reasonably incurred by the XLLC Indemnified Parties Purchaser or the Acuitas Indemnified Party, as Company in recovering such sum from the third party (including without limitation any taxation payable by reason of the receipt thereof) but not in any event exceeding the amount originally paid to it in respect of the claim concerned. 10.7 Except in the case may beof a fraudulent misrepresentation, with respect no party shall in relation to any matter the sale hereunder of the Shares or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall this Agreement be liable for all Losses with in respect to such matter of any representations warranties or matters, including the first $100,000 (subject to all other applicable requirements similar assurances which are not contained and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) expressly given or assumed by them in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party 10.8 Any amount paid by the Vendors to the Purchaser in satisfaction of any relevant claim shall use reasonable efforts be treated as a reduction by that amount in the Consideration for the Shares. 10.9 Nothing contained in this Agreement or the Tax Deed or otherwise shall limit the liability of any party thereunder for fraudulent misrepresentation and the limitations in this clause 10 shall not apply to mitigate all Losses for which limit the liability of any of the Vendors in respect of any breach of Warranty or any claim under the Indemnities to the extent that such Indemnified Party is breach or may be entitled to indemnification hereunder. If claim arises by reason of any Losses sustained by an Indemnified Party are covered by an insurance policy fraud or an indemnification, contribution or similar obligation of another Person (other than an Affiliate wilful concealment on the part of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect Vendor of facts known to such Losses under Vendor which constitutes a breach of Warranty by such Vendor. 10.10 The limitations in this Article VIclause 10 shall not apply to any relevant claim arising by reason of transactions effected between and/or loan benefits and/or other transactions made or deemed for tax purposes to have been made or provided on or before Completion by or to the Company to all or any of the Vendors or any director, the payment under this Article VI with respect to such Losses shall be reduced by the amount shareholder associate or connected person of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of the foregoing. 10.11 The liability of each Vendor in respect of any claim under the Warranties and under the Tax Deed shall be limited from time to time in aggregate to the actual payments received by that Vendor in respect of the consideration provided that if following the determination or agreement of liability for any such Losses, XLLC claim further consideration is received then such aggregate liability shall be increased the further amount so received. 10.12 Where a breach of any of the Warranties shall be in respect of a matter where the Company shall be insured against any loss or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may bedamage arising therefrom, the lesser Purchaser shall not make any claim (as distinct from notice of (iclaim) against the amount Vendors for breach of any such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) Warranty without first allowing the aggregate amount paid by Acuitas or XLLC Company to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim against its insurers for compensation for the loss or damage suffered and any amounts claim against the Vendors shall be limited (in respect of, and addition to the limitation on the Vendors' liability elsewhere in no this Agreement) to the amount by which the loss or damage suffered by the Purchaser as a result of such breach shall exceed the compensation paid by such insurers to the Company. 10.13 In the event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution that the Purchaser becomes aware of any matter which may involve the Vendors in value and, in particular and without limiting the generality any liability for breach of any of the foregoingWarranties the Purchaser shall within 14 days of such date notify the Vendors giving details of such matter as are at the time or subsequently become available to the Purchaser and the Company shall not settle or compromise any claim by a third party relating to such matter in excess of US$5,000 without the prior written consent of the Vendors such consent not to be unreasonably withheld. 10.14 The benefit of the Warranties and the Tax Deed may not be assigned in whole or in part by the Purchaser other than to another member of the Purchaser's Group for the time being. 10.15 As between the Vendors, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology they hereby agree that any liability arising on them under this Agreement shall be used shared in calculating the amount proportion to their respective interests as specified in Column 2 of any LossesSchedule 1 and they shall accept liability and indemnify each other accordingly.

Limitations on Liability. (a) Notwithstanding anything to Neither the contrary contained herein, an Indemnifying Party shall not have any obligation Sellers nor the Purchaser are liable under Section 6.02 this Article 9 unless and until the aggregate Losses (inot including those relating to Section 3.15 (Tax Matters)) for which they or it, respectively, would otherwise be liable under this Agreement exceed EUR ***** (at which point the Losses incurred by the XLLC Indemnified Parties Sellers or the Acuitas Indemnified PartyPurchaser, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000are liable for the aggregate Losses and not just amounts in excess of that sum), in provided however that, regarding Losses relating to Section *****, the Founders are not liable under this Article 9 unless and until the aggregate Losses relating to ***** for which case the Indemnifying Party shall they would otherwise be liable under this Agreement exceed EUR ***** (at which point the Founders are liable for all the aggregate Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations hereinnot just amounts in excess of that sum). (b) Notwithstanding anything to the contrary contained herein, (i) in no event are the Founders liable for Losses under this Agreement resulting to or from any inaccuracy in or breach of any representation or warranty contained in this Agreement and Losses resulting from Section 9.1(A)(d) in connection with Exhibit 9.1 matter (vi) through Exhibit 9.1 matter (viii) for an aggregate amount in excess of EUR *****, provided, however, that the cap set forth in this Section 9.6(b)(i) shall not apply to any breach of or inaccuracy in the aggregate liability Limited Representations of an Indemnifying Party under Section 6.02 exceed $1,000,000 and Founders; and (ii) (x) in no event shall is any of the aggregate liability of an Indemnifying Party Founders liable for Losses under this Agreement resulting to or from any inaccuracy in or breach of any representation and warranty or any breach of any covenants for an aggregate amount in excess of the Closing Consideration, (y) and in no event is Seller 4 liable for Losses under this Agreement resulting to or from any inaccuracy in or breach of any Limited Representation or any breach of covenant (for which Seller 4 is liable) for an aggregate amount in excess of EUR *****, provided that in the event that *****. In the event that there are Losses resulting from an inaccuracy in or breach of *****, and such Losses in the aggregate exceed EUR *****, (z) and in no event is ***** liable for Losses under this Agreement resulting to or from any inaccuracy in or breach of any ***** or any breach of covenant ***** for an aggregate amount in excess of EUR *****million, provided that in the proceeds actually received event that there is no Loss resulting from any inaccuracy in or breach of any *****, such cap of EUR ***** million shall be reduced to EUR ***** million. In the event that there are Losses resulting from an inaccuracy in or breach of Limited Representations *****, the cap of EUR ***** million shall be reduced by such party pursuant to this Agreement.amount in excess of EUR ***** million.. (c) Each Indemnified Party All matters and information which have been Fairly Disclosed at the date hereof in (iv) (all such documents, matters and information referred to in this Section 9.6(c) collectively the “Disclosure Information”) shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is operate as exclusion of, or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party)a limitation to, the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, Sellers’ representation and warranties (except the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesLimited Representations). (d) Notwithstanding anything The limitations provided in Section 9.6(a) do not apply to (i) claims with respect to any amounts owing by the Sellers or the Purchaser in connection with the adjustment of the Closing Consideration in accordance with Section 2.3 and/or Section 2.4 and claims under any representation or warranty to the contrary set forth hereinextent such claims are for Losses that would not have been incurred had the basis for computing the Trued Up Working Capital Adjustment been accurate in all respects, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting provided that the generality of inaccuracy was not fully corrected when determining the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.Trued Up Working Capital Adjustment,

Limitations on Liability. (a) Notwithstanding anything The Parties hereby acknowledge and agree that Section 9.5(a) of the NGC SPA contains certain limitations on the liability of Parties pursuant to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless Sections 9.3 and until (i) the Losses incurred by the XLLC 9.4 of this Related Purchase Agreement. None of Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or the Acuitas Indemnified PartyBuyer, as the case may berespectively, for any Losses arising under this Related Purchase Agreement or in connection with or with respect to the transactions contemplated in this Related Purchase Agreement, any matter amount in excess of the actual compensatory damages, court costs and reasonable attorneys fees, suffered by such Party. Buyer on behalf of each of Buyer Indemnified Parties and Seller on behalf of each of Seller Indemnified Parties waives any right to recover incidental, indirect, special, exemplary, punitive or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or mattersconsequential damages, including lost revenues or profits, even if such damages are foreseeable or the first $100,000 (subject damaged Party has advised the other Party of the possibility of such damages and regardless of whether any such damages are deemed to all result from the failure or inadequacy of any exclusive or other applicable requirements and limitations herein)remedy. (b) Notwithstanding anything Except as set forth in Sections 9.7(c) and 9.7(d), no Party entitled to indemnification hereunder shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could materially prejudice or otherwise materially adversely affect the contrary contained hereinability of the Party providing such indemnification to defend or otherwise settle or compromise with respect to such claim, (i) in no event demand, assertion of liability or legal proceeding without the prior written consent of the Party providing such indemnification, which consent shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreementnot be unreasonably withheld. (c) Each Indemnified Party entitled to indemnification hereunder or otherwise to reimbursement for Losses in connection with the transactions contemplated in this Related Purchase Agreement shall use reasonable efforts Commercially Reasonable Efforts to mitigate all Losses for which such Indemnified Party is upon becoming aware of any event or may circumstance that could reasonably be entitled expected to indemnification hereunder. If give rise to any Losses sustained by an Indemnified Party that are covered by an insurance policy indemnifiable or an indemnification, contribution recoverable hereunder or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossesherewith. (d) Notwithstanding anything After the Closing, notice of any assertion by any Buyer Indemnified Party that Sellers are liable to any Buyer Indemnified Party in connection with the transactions contemplated hereby pursuant to (i) Sections 9.3(b) and 9.3(c) must be made by Buyer in writing and must be given to Sellers, on or prior to the contrary time of expiration set forth hereinin Section 9.1,and (ii) Section 9.3(a) must be made by Buyer in writing and must be given to Sellers on or prior to the expiration of applicable statute of limitations for such claim or such claim will be forever barred. (e) After the Closing, notice of any assertion by any Seller Indemnified Party that Buyer is liable to any Seller Indemnified Party pursuant to (i) Sections 9.4(b) and 9.4(d) in no event shall any party connection with the transactions contemplated hereby must be entitled given to recover Buyer on or make a claim for any amounts prior to the time of expiration set forth in respect ofSection 9.1, and (ii) Sections 9.4(a) and 9.4(c) must be made by Sellers in no event shall “Losses” writing and must be deemed given to include indirect, expectation, incidental, special Buyer on or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting prior to the generality expiration of the foregoing, no “multiple applicable statute of earnings” limitations for such claim or “multiple of cash flow” or similar valuation methodology such claim will be forever barred. (f) Any notice provided under this Section 9.5 shall be used state the facts known to the asserting Party that give rise to such notice in calculating sufficient detail to allow the amount of any Lossesother Party to evaluate the assertion.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying No Party shall be liable for any consequential (including lost profits), punitive, special, indirect, or incidental damages under this Article VII (and no claim for indemnification hereunder shall be asserted) as a result of any breach or violation of any representation, warranty, covenant or agreement of such party (including under this Article VII) in or pursuant to this Agreement, except in respect of a claim for fraud, willful misconduct, intentional misrepresentation, or breaches of Article VIII or to the extent a court of competent jurisdiction awards such damages to a third party in connection with a Third Party Claim. Notwithstanding the foregoing, Purchaser shall be entitled to make indemnification claims, in accordance with the procedures set forth in this Article VII, for Losses that include any portion of the Purchased Assets that Purchaser was entitled to receive but did not receive timely or at all Losses with respect due to any indemnifiable events under this Agreement, and such matter portion of the Purchased Assets shall not be deemed consequential (including lost profits), punitive, special, indirect or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)incidental damages for any purpose of this Agreement. (b) Notwithstanding anything to the contrary contained hereinOther than in respect of claims for fraud, (i) in no event shall the aggregate liability willful misconduct, intentional misrepresentation, Excluded Liabilities and Obligations and breaches of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth hereinVIII, in no event shall any party be entitled to recover (i) Seller’s aggregate liability for Losses under Section 7.1(a) or make a claim Purchaser’s aggregate liability for any Losses under Section 7.2(a) exceed the Purchase Price less amounts in respect ofof the Purchased Assets actually received by Purchaser and (ii) Seller shall not have any liability for Losses under Section 7.1 and Purchaser shall not have any liability for Losses under Section 7.2, unless and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special until the aggregate amount of all Losses incurred by the indemnified party equals or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value andexceeds $[***], in particular and without limiting which event the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology indemnifying party shall be used in calculating liable for Losses only to the amount extent of any Lossessuch excess.

Limitations on Liability. (a) Notwithstanding anything Any indemnification to which the contrary contained hereinPurchaser Indemnified Parties may be entitled pursuant to this Article 10 or Article 11 will be satisfied exclusively by payment from the Indemnity Escrow Fund or by claims made by the Purchaser under the R&W Insurance Policies, an Indemnifying Party except the Sellers shall not have any obligation under Section 6.02 unless and until remain responsible for all indemnifiable Losses arising out of, relating to or incurred by reason of (i) Seller Fraud, (ii) breach of covenants that by their respective terms anticipate performance following the Closing Date, or (iii) any breach of the Seller Fundamental Representations (in each case, to the extent the Losses incurred by associated with such claim are not paid under the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations hereinR&W Insurance Policies). (b) Notwithstanding anything to the contrary contained herein, in this Agreement: (i) the Purchaser Indemnified Parties will not be entitled to indemnification with respect to any individual claim or series of claims having the same nature or origin where the Losses relating thereto are less than $200,000, and then the Purchaser Indemnified Parties shall be entitled to indemnification with respect to the full amount of such claim, it being understood that such items less than $200,000 will not be aggregated for purposes of calculating the Deductible in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and clause (ii) below; provided, however, that the limitation set forth in no event this Section 10.5(b)(i) shall not apply in the case of Seller Fraud, breach of a covenant or agreement, to any indemnification obligation of the Sellers arising out of or resulting from, any breach of the Seller Fundamental Representations or to an indemnification claim under Section 11.1 for Excluded Taxes; (ii) the Purchaser Indemnified Parties will not be entitled to indemnification until the aggregate liability amount of Losses to which the Purchaser Indemnified Party would (but for this clause (ii)) be entitled exceeds $3,275,000.00 (such amount being the “Deductible”), and then only to the extent of such excess over the Deductible; provided, however, that the Deductible shall not apply in the case of Seller Fraud, breach a covenant or agreement, to any indemnification obligation of the Sellers arising out of or resulting from, any breach of the Seller Fundamental Representations or to an Indemnifying Party indemnification claim under this Agreement exceed Section 11.1 for Excluded Taxes; (iii) other than any indemnification obligation of the proceeds actually received Sellers arising out of or resulting from, any breach of the Seller Fundamental Representations, breach of a covenant or agreement or Seller Fraud, the aggregate amount with respect to which the Purchaser Indemnified Parties will be entitled to indemnification by such party the Sellers pursuant to this AgreementAgreement will not exceed the Indemnity Escrow Amount. The aggregate amount with respect to which the Purchaser Indemnified Parties will be entitled to indemnification by the Sellers pursuant to this Agreement in respect of inaccuracies in or breaches of Seller Fundamental Representations shall not exceed the Final Purchase Price; and (iv) the right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants or agreements. (c) Each In addition to the limitations set forth in this Section 10.5, with respect to any claim for indemnification by a Purchaser Indemnified Party shall use reasonable efforts to mitigate all Losses for which such under this ARTICLE 10 regarding any breach of any representation and warranty set forth in Section 5.15 (Environmental Matters), the Purchaser Indemnified Party is or may Parties will not be entitled to indemnification hereunder. If for any Losses sustained Loss to the extent such Loss arises out of or as a result of: (i) any voluntary notice or disclosure by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such any Purchaser Indemnified Party to any Governmental Authority or third party of any Release of Hazardous Material or any other environmental conditions or matters at the Real Property, (ii) the performance at the Real Property of any environmental sampling or testing, including a Phase II environmental investigation, by or on behalf of any Purchaser Indemnified Party after the Closing Date, unless, in the case of (i) or (ii), such notices or actions are (A) required by applicable Law, an order from a Governmental Authority or to respond to a third party claim initiated by any Governmental Authority or third party, (B) required to address subsurface conditions identified in connection with any construction, development, demolition or renovation activities undertaken by the Acquired Companies or (C) undertaken to address an imminent and substantial endangerment to human health or the environment discovered in the ordinary course of business; or (iii) any change from the current industrial use reasonable efforts of the Real Property after the Closing; provided, however, that in each case, the Sellers and its Affiliates shall have no Liability for any such Loss to collect the extent that the Purchaser Indemnified Parties, or any other Person after Closing, contribute to or exacerbate the condition or circumstance forming the basis of such Loss. (d) The amount of any Losses (which shall take into account any reasonably anticipated offsetting net Tax benefits or detriments, if any) for which indemnification is provided pursuant to this Article 10 or Article 11 will be net of any amounts actually recovered by the Indemnified Party under any insurance proceeds or indemnityproceeds, indemnification payments, contribution payments or similar payments. If any reimbursements receivable by, or payable in kind to, the Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under less any related deductibles, out of pocket fees and expenses, or amounts paid, incurred or suffered by such Indemnified Party in connection with recovering such amount. In connection therewith, if, at any time following any indemnification payment pursuant to this Article VIAgreement, the payment under this Article VI with respect Indemnified Party receives any insurance proceeds, indemnification payments, contribution payments or reimbursements relating to the circumstances giving rise to such indemnification payment, except to the extent of any Losses shall be reduced not covered by such proceeds, payments or reimbursements, the Indemnified Party will promptly remit to the Indemnifying Party such proceeds, payments or reimbursements in an amount not to exceed the amount of such the corresponding indemnification payment made by the Indemnifying Party. The Purchaser will use (and will cause its Affiliates to use) reasonable best efforts to collect the proceeds of any available insurance proceeds or indemnityand other available sources of indemnification payments, contribution payments or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred reimbursements that would have the effect of reducing any Losses (in connection with such recovery. If an Indemnified Party receives such insurance which case the net proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such thereof will reduce the Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses). (de) Notwithstanding anything to the contrary set forth hereinin this Agreement, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, payable pursuant to the indemnification obligations under this Article 10 will be paid without duplication and in no event shall “Losses” will any party hereto be deemed to include indirect, expectation, incidental, special indemnified under different provisions of this Agreement for Losses that have already been paid or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without otherwise taken into account under this Agreement. Without limiting the generality of the foregoing, the Purchaser or the Purchaser Indemnified Parties will not make any claim for indemnification under this Article 10 to the extent the amount of such Loss is taken into account as a Current Liability or other reduction in the calculation of any adjustment to the Purchase Price, as finally determined pursuant to Section 2.2; provided that the foregoing shall not limit any Purchaser Indemnified Party’s right to indemnification under this Article 10 with respect to any Losses indemnifiable under this Article 10 in excess of what was reflected in such adjustment to the Purchase Price. (f) The Indemnified Party will use its reasonable best efforts to mitigate any Losses (other than those for which any Purchaser Indemnified Party has recourse against any R&W Insurance Policy pursuant to the terms thereof) with respect to which it may be entitled to seek indemnification pursuant to this Agreement. This provision shall not however require the Indemnified Party to mitigate Losses once all amounts in the Indemnity Escrow Fund have been paid out to the Purchaser or Seller in accordance with the terms thereof. (g) In no “multiple event will Indemnified Party be entitled to recover for any Losses for general and administrative time or other overhead expenses that are not paid to a third party. Purchaser Indemnified Persons will have no right to make a claim for any Loss to the extent it is primarily a possible or potential Loss that the Purchaser Indemnified Parties believe may be asserted rather than a Loss that has, in fact, been paid or incurred by the Purchaser Indemnified Parties. (h) Notwithstanding anything to the contrary herein, neither any revocation, cancellation or modification of earnings” any R&W Insurance Policy, nor any inability of, nor any denial by, the R&W Insurer to pay any Losses contemplated by any R&W Insurance Policy, shall result in Liability under this Article 10 to the Sellers or “multiple any of cash flow” or similar valuation methodology shall be used their respective Affiliates which is in excess of the Liability of the Sellers contemplated under this Article 10. (i) For purposes of calculating the amount of any LossesLosses arising from any breach of any representation or warranty subject to indemnification hereunder, the representations and warranties set forth in this Agreement will be read without regard to all references to “material”, “Material Adverse Effect” or similar qualifications as to materiality set forth herein.

Limitations on Liability. (a) Notwithstanding anything Other than as specifically provided for claims as to the contrary contained hereinmatters specified in Section 12.1, an no claim for indemnification shall be made hereunder unless asserted by a written notice given to the Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) on or before the Losses incurred by the XLLC Indemnified Parties Expiration Date or the Acuitas Indemnified PartyExtended Expiration Date, as the case may be, . (b) No claim for indemnification shall be made hereunder with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) unless and until the total amount of Damages exceeds $50,000 in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 ("Minimum Damages"), and then only for the amount by which such Damages exceeds Minimum Damages; and (ii) to the extent that the total amount of Damages exceeds $10,000,000 ("Maximum Damages"); PROVIDED, HOWEVER, that any claim for Damages resulting from IHI's failure to perform or observe its covenants as to the Excess Obligations Reimbursement of Section 11.8 may be made without being subject to Minimum Damages and shall also not be included in no event the calculation of, and shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreementbe in addition to, Maximum Damages. (c) Each The Indemnified Person shall act in good faith and in a commercially reasonable manner to mitigate any Damages for which it may seek indemnification under this Section 12. (d) An indemnity payment for Damages otherwise due and payable under this Section 12 shall be decreased to the extent of any (i) net reduction of tax liability the Indemnified Party shall use reasonable efforts to mitigate all Losses for which or any affiliated party thereof actually realizes as a result of such indemnifiable loss, and (ii) insurance proceeds the Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred affiliated party thereof actually collects in connection with such recovery. If an Indemnified Party receives such insurance proceeds the indemnifiable loss. (e) The Seller Parties shall not have any liability under Section 12.2, and the Buyers shall have no liability under Section 12.3, unless the notices required under Sections 12.4 and 12.5 are delivered on or indemnity, contribution before the Expiration Date or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitasthe Extended Expiration Date, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.. ASSET PURCHASE AGREEMENT 24 EXECUTION COPY

Limitations on Liability. (a) Notwithstanding anything to any other provision hereof, neither the contrary contained herein, an Indemnifying Party shall not have any obligation Stockholders nor the Purchaser will be liable under Section 6.02 this Article 9 for breaches of their respective representations and warranties unless and until (i) the aggregate Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) they or 6.02(b) as applicableit, exceed $100,000respectively, in which case the Indemnifying Party shall would otherwise be liable for all Losses under this Agreement exceed one percent (1%) of the Merger Consideration (and only with respect to such matter amounts in excess of this one percent (1%) threshold), with the underlying shares of Purchaser Common Stock having a deemed per share value equal to the Purchaser Closing Stock Price; provided, however, that the foregoing limitation does not apply to the following: (i) claims under Section 9.1(a) relating to a breach of a Company Excluded Representation; (ii) claims under Sections 9.1(c) or matters, including the first $100,000 9.2(b); or (subject iii) claims under Section 9.2(a) relating to all other applicable requirements and limitations herein)a breach of a Purchaser Excluded Representation. (b) Notwithstanding anything Except as otherwise provided in this Section 9.6, from and after the Effective Time, the indemnification rights of a Purchaser Indemnified Party pursuant to Section 9.1 hereof will be the contrary contained herein, (i) in no event shall the aggregate liability sole and exclusive remedy of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying a Purchaser Indemnified Party under this Agreement exceed including any Losses of a Purchaser Indemnified Party with respect to any misrepresentation or inaccuracy in, or breach of, any representations or warranties or any breach or failure in performance of any covenants, agreements or obligations made by the proceeds actually received Company, the Stockholder Representative or any Stockholder in this Agreement or in any exhibit or schedules hereto or any certificate delivered hereunder. Recovery from the Escrow Fund, solely to the extent of the Escrow Fund, constitutes the Purchaser Indemnified Parties’ sole and exclusive source for payment of the indemnification provided by the Stockholders in Section 9.1 including any other Losses or other claims relating to or arising from this Agreement or in connection with the transactions contemplated hereby or any exhibit, schedule or certificate delivered hereunder and the Purchaser Indemnified Parties will have no recourse to or remedy against the Stockholder Representative or any Stockholder for any such indemnification or any other Loss; provided, however, that each Stockholder will be liable for the indemnification provided individually by such party Stockholder pursuant to this AgreementSections 9.1 and 9.6(c) for breach of the Company Excluded Representations (but subject to the limitations on such indemnification set forth in Section 9.6(c)) to the extent that the Purchaser Indemnified Parties have not been able to first recover for their Losses from such breach from the amounts in the Escrow Fund. (c) Each The Stockholders will not be liable for any Loss under this Article 9 or otherwise, and the Purchaser Indemnified Party shall use reasonable efforts Parties may not seek indemnification from the Stockholders pursuant to mitigate all Section 9.1 for any Loss, (i) if the aggregate amount of such Losses exceeds the amount then available in the Escrow Fund for such purpose, it being understood and agreed that the initial sources for the Purchaser Indemnified Parties to recover Losses for which such Indemnified Party is or they may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI9 or otherwise will be to set off, recover and retain such Losses from the Escrow Fund; provided, however, that at such time and only to the extent that the Losses for which the Purchaser Indemnified Parties may seek indemnification under Section 9.1(a) relate to a breach of a Company Excluded Representation exceed the amount of the Escrow Fund, the payment under this Article VI Purchaser Indemnified Parties will have the right to recover such remaining Losses in excess of the Escrow Fund from each Stockholders on an individual and several basis (and not jointly as to or with respect any other Stockholder) in an amount not to exceed such Losses shall be reduced Stockholder’s Escrow Payment Percentage multiplied by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified remaining Losses; (ii) with respect to some each Stockholder, in excess of the aggregate amount of the Merger Consideration actually paid to or all on behalf of such LossesStockholder (including any Escrow Shares, XLLC except to the extent delivered to the Purchaser to satisfy an indemnification obligation hereunder); or Acuitas, as (iii) arising out of any breach of this Agreement by the case may be, shall pay or shall cause Company of which such Purchaser Indemnified Party had actual knowledge prior to pay to Acuitas or XLLC, as the case may be, date of this Agreement. Such indemnification by the lesser of individual Stockholder will be payable at such Stockholder’s election in accordance with Section 9.3 hereof (i) the amount of such insurance proceeds in cash or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) return of all or a portion of shares the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties Purchaser’s Common Stock received as Merger Consideration, with respect to such Losses. (d) Notwithstanding anything each share of stock having a deemed value equal to the contrary set forth hereinPurchaser Closing Stock Price; provided, however, in no event shall in either (i) or (ii) in an amount greater than the amount of actual Losses, net of any party be entitled amounts paid from the Escrow Fund; provided, further, that, to the extent that any portion of such Merger Consideration is deposited into an escrow account or similar arrangement pursuant to the Stockholder Matters Agreement, such escrow account or similar arrangement will provide for the automatic release of the applicable portion of such Merger Consideration for the benefit of the applicable Purchaser Indemnified Party upon demand and otherwise in accordance herewith. Notwithstanding any other provision of this Agreement, the Losses of the Purchaser Indemnified Parties will not include, and no Purchaser Indemnified Party may seek to recover indemnification or make a claim for any amounts in respect ofother relief for, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages (unless exemplary or diminution punitive damages are incurred by a Purchaser Indemnified Party as a result of a third-party claim and pursuant to a final and nonappealable Order). (d) Except as provided in value andSections 7.3(c) and 9.6(e) hereof, the indemnification rights of a Stockholder pursuant to Section 9.2 hereof will be the sole and exclusive remedy of a Stockholder under this Agreement, and in no event will the Purchaser’s Liability exceed an amount, payable in cash, equal to the Escrow Amount (the “Purchaser Indemnity Cap”); provided, however, at such time and to the extent that the Losses for which the Stockholders may seek indemnity under Section 9.2(a) relating to a breach of a Purchaser Excluded Representation exceed the Purchaser Indemnity Cap, the Stockholders will have the right to recover such remaining Losses from the Purchaser up to a maximum, in particular the aggregate, of an amount equal to the Merger Consideration Closing Value. (e) The amount of any Loss subject to indemnification hereunder or of any claim therefor will be calculated net of (i) any Tax Benefit (as defined below) inuring to the Purchaser, the Company or any of their Subsidiaries on account of such Loss and without limiting (ii) any insurance proceeds (net of direct collection expenses) received by the generality Purchaser, the Company or any of their Subsidiaries on account of such Loss. If the Purchaser, the Company or such Subsidiaries receives a Tax Benefit after an indemnification payment is made and such Tax Benefit was not taken into account in computing such indemnification payment, the Purchaser will promptly pay to the Stockholder Representative (on behalf of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used Stockholders in calculating accordance with their respective Escrow Payment Percentages) the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized. For purposes hereof, “Tax Benefit” will mean any Lossesrefund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid, in each case computed at the highest marginal tax rates. The Purchaser, the Company and such Subsidiaries will seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance recovery is made by the Purchaser, the Company or such Subsidiaries with respect to any Loss for which any such Person has received an indemnification payment, then a refund equal to the aggregate amount of the recovery (net of all direct collection expenses) will be made promptly to the Stockholder Representative (on behalf of the Stockholders in accordance with their respective Escrow Payment Percentages). The Stockholders will be subrogated to all rights of the Purchaser Indemnified Parties in respect of any Losses indemnified by the Stockholders. (f) Notwithstanding any other provision of this Agreement, nothing in this Agreement limits the Liability of a party to another party for fraud committed by such party or, with respect to the Purchaser only, under applicable securities Laws; provided, however, that for the purposes of this Section 9.6(f), fraud will expressly exclude negligent misrepresentation. For the avoidance of doubt, the limitations of the Purchaser’s indemnification liability set forth herein will not be deemed to be any way a limitation of any rights or remedies a Stockholder may have under applicable securities Laws. (g) All indemnification payments made hereunder will be treated by all parties as adjustments to the Merger Consideration.

Limitations on Liability. (a) Notwithstanding anything No party shall be entitled to indemnification under Section 10.2(b) or Section 10.3(b) unless written notice of the underlying claim for indemnification has been provided to the contrary contained herein, an Indemnifying Party on or before the Expiration Date. (b) No claim for indemnification shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, be made hereunder with respect to any matter or series unless and until the total amount of related matters Damages exceeds $10,000 in the aggregate ("MINIMUM DAMAGES"), and then only for the amount by which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicablesuch Damages exceeds Minimum Damages; provided, exceed $100,000however, in which case the Indemnifying Party Minimum Damages threshold shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, not apply to: (i) in no event shall the aggregate liability any claim by any Seller Indemnitee related to or arising out of an Indemnifying Party under Section 6.02 exceed $1,000,000 and any Assumed Liability; or (ii) in no event shall the aggregate liability any claim by any Buyer Indemnitee (y) related to or arising out of an Indemnifying Party any Excluded Liability or (z) arising under this Agreement exceed the proceeds actually received by such party pursuant to this AgreementSection 10.2(e). (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If Notwithstanding any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation other provision of another Person (other than an Affiliate of such Indemnified Party)this Agreement, the applicable Indemnifying Party shall cause such Indemnified Party aggregate liability of the Seller Parties to use reasonable efforts to collect such insurance proceeds the Buyer Indemnitees under, or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to any claim related to, this Agreement shall in no event exceed an amount equal to 200% of the Purchase Price; provided, however, such Losses limitation on the liability of the Seller Parties shall not apply to any matters arising under this Article VISection 9, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds Section 10.2(d) or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesSection 10.2(e). (d) Notwithstanding anything any other provision of this Agreement, the aggregate liability of Buyer to the contrary set forth hereinSeller Indemnitees under, or with respect to any claim related to, this Agreement shall in no event exceed an amount equal to 200% of the Purchase Price; provided, however, such limitation on the liability of Buyer shall not apply to any matters arising under Section 10.3(d). (e) The Indemnified Person shall act in good faith and in a commercially reasonable manner to mitigate any Damages for which it may seek indemnification under this Section 9. (f) An indemnity payment for claims or Damages otherwise due and payable under this Section 9 shall be decreased to the extent of any (i) net reduction of tax liability the Indemnified Party or any affiliated party be entitled to recover or make thereof actually realizes as a claim for any amounts in respect ofresult of such indemnifiable loss, and (ii) insurance proceeds the Indemnified Party or any affiliated party thereof actually collects in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting connection with the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesindemnifiable loss.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, Other than with respect to any matter or series a breach of related matters for which indemnification is to be provided under the representation contained in Section 6.02(a2.1(f) or 6.02(b(p) as applicableby the TEPPCO Parties, no party will have any liability (for indemnification or otherwise) with respect to the matters described in Sections 4.1 or 4.2 until the total of all losses incurred or suffered by an Indemnified Party with respect to such matters exceeds $1,000,000 and then such party will have liability for such Indemnified Party’s losses from the first dollar thereof, subject to the other limitations contained in this section. Notwithstanding the foregoing, the total aggregate amount for claims for Enterprise Losses shall not exceed $100,000100 million and the aggregate amount for claims for TEPPCO Losses shall not exceed $100 million, except in the case of a breach of a representation and warranty contained in Section 2.1(f) or (p) in which case the Indemnifying Party aggregate amount of claims for Enterprise Losses shall be liable for all Losses with respect to such matter or matters, including the first not exceed $100,000 (subject to all other applicable requirements and limitations herein)207.55 million. (b) Notwithstanding anything In calculating the amount of any loss for which any Indemnifying Party is liable under this Article, there shall be deducted the amount of any insurance recoveries from third-party insurers which the Indemnified Party actually receives as a direct consequence of the circumstances to which the loss related or from which the loss resulted or arose, except to the contrary contained herein, (i) extent such insurance recoveries have or are reasonably anticipated to result in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreementfuture or retroactive premium increases. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party)Except as otherwise expressly provided in this Agreement, the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under remedies of the parties specifically provided for by this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount sole and exclusive remedies of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of Parties for (i) any breach or inaccuracy of the amount of such insurance proceeds representations and warranties contained in this Agreement or indemnityin any document furnished or delivered pursuant hereto, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas failure to perform any covenants, agreements or XLLC obligations contained in this Agreement or in any document furnished or delivered pursuant hereto, or (iii) Jonah’s ownership or operation of the Jonah Gas Gathering System prior to all applicable Indemnified Parties with respect to such LossesClosing. (d) Notwithstanding anything to the contrary set forth hereinin this Agreement, in no event shall any party be entitled liable to recover another party, except with respect to a liability imposed as a result of a third-party claim or make a claim allegation, for any amounts in respect ofexemplary, and in no event shall “Losses” be deemed to include punitive, special, indirect, expectationconsequential, incidentalremote, special or consequential speculative damages, lost profits or revenuesEVEN IF CAUSED BY THE SOLE, business interruptionJOINT, exemplary or punitive damages or diminution in value andAND/OR CONCURRENT NEGLIGENCE, in particular and without limiting the generality of the foregoingSTRICT LIABILITY, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any LossesOR OTHER FAULT OF SUCH PARTY.

Limitations on Liability. (a) Notwithstanding anything to Neither the contrary contained herein, an Indemnifying Party Seller nor the Buyer shall not have any obligation liability for Losses under Section 6.02 this Agreement and the Traditional Royalty Purchase Agreement unless and until (i) the aggregate amount of all Losses incurred by the XLLC Indemnified Parties Party under this Agreement and the Traditional Royalty Purchase Agreement equals or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)exceeds [***]. (b) Except for claims arising from any breach by a party hereto of its confidentiality obligations under Article 7 or any Losses due to any fraud, gross negligence, willful misconduct, intentional misrepresentation or intentional breach, no party hereto shall be liable for any indirect, consequential (including lost profits), punitive, special or incidental damages under this Article 8 (and no claim for indemnification hereunder shall be asserted) as a result of any breach or violation of any covenant or agreement of such party (including under this Article 8) in or pursuant to this Agreement. Notwithstanding the foregoing, the Buyer shall be entitled to make indemnification claims, in accordance with the procedures set forth in this Article 8, for all such Losses that include any portion of the Revenue Participation Right that the Buyer was entitled to receive but did not receive timely or at all due to any indemnifiable events under this Agreement, and such portion of the Revenue Participation Right shall not be deemed indirect, consequential (including lost profits), punitive, special or incidental damages for any purpose of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, (i) in no event shall the Seller’s aggregate liability for all Losses (A) pursuant to Section 8.1(a)(i) of an Indemnifying Party this Agreement (including Losses for breaches of representations and warranties of the Seller under any traditional royalty purchase agreement(s) entered into in accordance with Section 6.02 6.8(c)(ii) or Section 6.8(e)(ii) of this Agreement) and (B) pursuant to Section 8.1(a)(i) under the Traditional Royalty Purchase Agreement exceed $1,000,000 in the aggregate the Losses Cap; and (ii) in no event shall the Buyer’s aggregate liability for all Losses (A) pursuant to Section 8.1(b)(i) of an Indemnifying Party under this Agreement exceed (including Losses for breaches of representations and warranties of the proceeds actually received by such party Buyer under any traditional royalty purchase agreement(s) entered into in accordance with Section 6.8(c)(ii) or Section 6.8(e)(ii) of this Agreement) and (B) pursuant to this Agreement. (cSection 8.1(b)(i) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred Traditional Royalty Purchase Agreement exceed in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such the Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. 8.1 The liability of the Seller and the Purchaser in respect of Claims made or brought under this Agreement shall be limited as follows: (aA) Notwithstanding anything the total aggregate liability of the Purchaser arising under or in connection with this Agreement, together with Warranty Claims (as defined therein) under the Warranties Agreement, shall not exceed the Purchase Price; (B) the total aggregate liability of the Seller arising under or in connection with this Agreement, together with Warranty Claims (as defined therein) under the Warranties Agreement, shall not exceed Purchase Price (for the avoidance of doubt, without amending the limitations set forth in the Warranties Agreement); (C) neither the Seller nor the Purchaser shall be entitled to claim for any loss of profit, loss of opportunity or indirect or consequential loss (including, without limitation, in respect of Losses); (D) neither the Purchaser nor the Seller shall be liable in respect of any Claim unless written notice containing reasonable details (to the contrary contained hereinextent practicable) of such Claim is given by or on behalf of the claimant party to the other party by no later than 18 (eighteen) months from the Completion Date, an Indemnifying Party provided that any such Claim shall (if not previously satisfied, settled or withdrawn) be deemed to have been withdrawn and shall absolutely determine unless proceedings in respect of it have been properly commenced within 6 (six) months of such written notice. Where written notice of such Claim has been given and proceedings in respect of it have been properly commenced within the time periods set out in this sub-clause 8.1(D), then the subject of such Claim shall survive until such Claim has been finally resolved; (E) neither the Seller nor the Purchaser shall be liable to make payment for any obligation under Section 6.02 Claim based upon a liability which is contingent unless and until such contingent liability becomes an actual liability, provided that this shall not prevent the claimant party notifying the other of such Claim for the purposes of sub-clause 8.1(D) above save that in such circumstances the 6 (isix) month period referred to in sub-clause 8.1(D) shall commence on the Losses incurred by date on which the XLLC Indemnified Parties or contingent liability becomes an actual liability; (F) neither the Acuitas Indemnified Party, as Seller nor the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party Purchaser shall be liable for all Losses with respect any Claim to the extent that the liability arises or is increased as a result of any legislative, legal or regulatory requirement not in force at the date of this Agreement, where such requirement has been made or issued outside the reasonable control of the Parties or has not been issued or made as a result of the breach of this Agreement by either Party; (G) neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the matter giving rise to such matter Claim has been made good or matters, including is otherwise compensated for without loss to the first $100,000 (subject to all other applicable requirements and limitations herein).party; (bH) Notwithstanding anything neither the Seller nor the Purchaser shall be liable for any Claim to the contrary contained hereinextent that the same loss under such Claim has been recovered by the Seller or Purchaser (as applicable) under any provision of this Agreement or any other Transaction Document (including, for the avoidance of doubt, in respect of the Seller as a claiming party, as a result of any benefits conferred on it by virtue of Clause 22 (iContracts (Rights of Third Parties) Act 1999) of the Dogus SPA) and accordingly the Seller or the Purchaser (as applicable) may only recover once in no event respect of the same loss; (I) the Seller and the Purchaser shall only be liable in respect of a Claim if and to the aggregate liability extent that such Claim is admitted by the relevant party, the subject of an Indemnifying Party under Section 6.02 exceed $1,000,000 and arbitral award or proven in a court of competent jurisdiction; (iiJ) any payment made by the Seller or any other person in no event respect of any Claim shall be deemed to be a reduction of the aggregate liability Purchase Price; and (K) neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the matter giving rise to such Claim has been carried out with the express consent of an Indemnifying Party the Parties. None of the limitations in this sub-clause 8.1 shall apply to the extent that any breach by a party of its obligations under this Agreement exceed the proceeds actually received is caused by such party pursuant to this Agreementfraud, wilful default or wilful concealment. (c) Each Indemnified Party shall use reasonable efforts 8.2 Subject to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation the provisions of another Person (other than an Affiliate of such Indemnified Party)this Clause 8, the applicable Indemnifying Party Seller shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, indemnify and hold harmless the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts Purchaser in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting : (A) the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount Relevant Percentage of any LossesLosses incurred or suffered by the Company or a Company Group Member in respect of a Claim; (B) any Losses incurred or suffered by the Purchaser in respect of a Claim, to the extent such Losses have not already been compensated under (A).

Limitations on Liability. (a) The Seller shall not be required to indemnify or hold harmless the Purchaser Indemnified Parties for any claim for indemnification for any Loss (or series of Losses related to the same underlying facts, events or circumstances) under Section 10.1 (other than Section 10.1(b) and Section 10.1(e), and with respect to breaches or inaccuracies in the Fundamental Representations) to the extent the aggregate liability of the Seller to the Purchaser Indemnified Parties thereunder exceeds USD [***]; furthermore, the Seller shall not be required to indemnify or hold harmless the Purchaser Indemnified Parties for any claim for indemnification for any Loss (or series of Losses related to the same underlying facts, events or circumstances) under Section 10.1(g) unless and until the Purchaser Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least USD [***] in Losses in the aggregate, in which case, subject to the other applicable limitations herein, the Purchaser Indemnified Parties shall be entitled to recover all such Losses paid, incurred, suffered or sustained thereby from “dollar one;” and the Seller shall not be required to indemnify or hold harmless the Purchaser Indemnified Parties for any claim for indemnification for any Loss (or series of Losses related to the same underlying facts, events or circumstances) in respect of breaches of or inaccuracies in representations and warranties set forth in Section 4.5 (Financial Statements), to the extent the aggregate liability of the Seller to the Purchaser Indemnified Parties therefor or thereunder exceeds USD [***]. The Purchaser shall not be required to indemnify or hold harmless the Seller Indemnified Parties for any claim for indemnification under this Agreement for Losses in excess of the Purchase Price. Notwithstanding anything to the contrary contained herein, an Indemnifying no Party shall not have any obligation under Section 6.02 unless and until (i) be required to indemnify or hold harmless the Losses incurred by the XLLC Purchaser Indemnified Parties or the Acuitas Seller Indemnified PartyParties, as the case may beapplicable, with respect to for any matter claim for indemnification for any Loss (or series of Losses related matters for which indemnification is to be provided the same underlying facts, events or circumstances) arising under Section 6.02(athis Agreement (other than in the event of Fraud or Willful Misconduct) to the extent the aggregate liability of such Party to the Purchaser Indemnified Parties or 6.02(b) the Seller Indemnified Parties, as applicable, exceed $100,000, in which case hereunder exceeds the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)Purchase Price. (b) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, (i) for purposes of determining the amount of Losses arising from a breach of or inaccuracy in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 any representation or warranty in this Agreement, each representation and (ii) warranty in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed (and Schedules and Exhibits hereto) will be read without regard and without giving effect to the proceeds actually received by terms or phrases “material,” “in all material respects,” “in any material respect,” “material adverse change,” “material adverse effect,” “Material Adverse Effect,” “which would not reasonably be expected to be material to the Company,” “except where the failure to so qualify has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect” or similar words or phrases contained in such party pursuant to this Agreementrepresentation or warranty (as if such words or phrases were deleted from such representation and warranty). (c) Each The Purchaser shall be deemed to have waived on behalf of itself and all Purchaser Indemnified Party Parties their respective rights, and the Purchaser Indemnified Parties shall use reasonable efforts have no recourse, under this Agreement (including under Article 7 and Section 8.1) against the Seller or its Affiliates with respect to mitigate all Losses for which such Indemnified Party is any Known Breach except as set forth under Section 10.1(c), (d) or may (f). Notwithstanding the foregoing, the Purchaser shall continue to be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), and all rights under the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified R&W Insurance Policy and its sole recourse with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses any Known Breach shall be reduced by against the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesR&W Insurance Policy. (d) Notwithstanding anything to contrary in this Agreement, nothing in this Agreement will limit the contrary set forth hereinLiability of a Party to another Party for Fraud or Willful Misconduct. (e) All indemnification payments made hereunder shall be treated by all parties as adjustments to the Purchase Price for Tax purposes unless otherwise required by Law. (f) If an Indemnified Party’s claim under Section 10.1 may be brought under different sections of Section 10.1, then such Indemnified Party shall have the right to bring such claim under any applicable section it chooses in accordance with Section 10.1; provided, however, that in no event shall any party Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality double recovery of the foregoingsame amount and type of Losses with respect to any particular incident, no “multiple fact or event which resulted in Losses that are recoverable under Section 10.1 regardless of earnings” whether there were breaches of more than one representation, warranty, covenant or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesagreement.

Limitations on Liability. (a) Notwithstanding anything The obligation of the Seller to indemnify the Purchaser and any Purchaser Indemnified Person under Section 9.1(a) of this Agreement for Damages is subject to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until following: (i) each of the Losses incurred representations and warranties made by a Party is deemed to have been made without the XLLC Indemnified Parties inclusion of or the Acuitas Indemnified Party, reference to limitations or qualifications as to materiality such as the case word “material”, the phrase “in all material respects” or words or phrases of similar meaning and intent for purposes of calculating the value of claims pursuant to this Section 9.8; (ii) the Seller shall have no liability in this Agreement and no Damages may bebe recovered from the Seller unless the claims of the Purchaser, with respect to the Corporation and any matter or series of related matters Purchaser Indemnified Person for which indemnification is to be provided under Section 6.02(a9.1(a) or 6.02(b) as applicableexceed in the aggregate, exceed $100,000275,000, in which case the Indemnifying Party Seller shall be required to pay or be liable for all Losses with respect to such matter or matters, including the first amount of Damages exceeding $100,000 275,000; and (iii) Notwithstanding any other provision of this Agreement (but subject to all other applicable requirements Section 9.8(b)), the liability of the Seller in respect of claims of the Purchaser and limitations herein)any Purchaser Indemnified Person for Damages under Section 9.1(a) of this Agreement shall not exceed, in the aggregate, (i) $18,000,000 for claims for indemnification for matters not connected to a breach of a Fundamental Warranty and (ii) the Purchase Price for claims for indemnification for matters connected to a breach of a Fundamental Warranty. (b) Notwithstanding anything The limitations set forth in Section 9.8(a) shall not apply to any claim for indemnification in the contrary contained hereinevent of fraud, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreementintentional misrepresentation or wilful breach or misconduct. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation The liability of another Person (other than an Affiliate the Purchaser in respect of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced claims by the amount of such insurance proceeds Seller or indemnityany Seller Indemnified Person for Damages shall not exceed, contribution or similar paymentsin the aggregate, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount $18,000,000 for claims for indemnification for matters other than a breach of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery a Purchaser Fundamental Warranty and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesPurchase Price (as may be adjusted hereunder) for a breach of a Purchaser Fundamental Warranty. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything any provision of this Agreement to the contrary contained hereincontrary, an Indemnifying after the Closing Date, a Purchaser Indemnified Party will not be entitled to indemnification pursuant to subparts (i) and (vii) of Section 8.2(a) until the aggregate of all the amounts due to Purchaser Group exceeds One Million Seventy-Five Thousand Dollars ($1,075,000) (the “Deductible”), in which case Purchaser Indemnified Party will be entitled to recover Losses suffered only to the extent in excess of the Deductible; provided, however, that any Losses incurred by any Purchaser Indemnified Party as a result of any of the following shall not have any obligation under Section 6.02 unless and until be subject to the Deductible: (i) the Company’s or an Owner’s breach of, or any inaccuracy contained in, the Fundamental Representations or (ii) fraud, willful breach or intentional misrepresentation on the part of an Owner or the Company. (b) Except for (i) claims based on actual fraud or Willful Breach on the part of the Company (committed on or before the Closing) or an Owner or (ii) a breach of, or inaccuracy contained in the Fundamental Representations, the maximum amount of Losses incurred by Purchaser Group can recover pursuant to subparts (i) and (vii) of Section 8.2(a) is limited to One Million Seventy-Five Thousand Dollars ($1,075,000) (the XLLC “Indemnification Limit”). The maximum amount of Losses Purchaser Group can recover pursuant to subpart (vi) of Section 8.2(a) is limited to Five Million Dollars ($5,000,000). (c) Except for claims based on actual fraud on the part of the Company (committed on or before the Closing) or an Owner, the maximum amount of Losses Purchaser Group can recover from an Owner pursuant to Section 8.2(a) is limited to such Owner’s Pro Rata Share. For avoidance of doubt, the Deductible and Indemnification Limit do not apply to claims for indemnification pursuant to subparts (ii), (iii) or (iv) of Section 8.2(a), and the limitations contained in this Section 8.5 shall in no way limit the amounts Purchaser Indemnified Parties may recover under the R&W Insurance Policy. (d) Purchaser shall, and shall cause the Company to, in good faith, use commercially reasonable efforts to seek recovery, at its or their own expense, of all insurance proceeds from insurers (including, without limitation, under the Acuitas Indemnified Party, as the case may be, R&W Insurance Policy) with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to which any Purchaser Indemnified Party makes a claim for indemnification under this ARTICLE VIII; provided, however, that Purchaser shall not be required to, and it shall not be required to cause the Company to, initiate or pursue any legal action to make any such matter or matters, including the first $100,000 (subject to all other applicable requirements recovery and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) provided further that in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party Purchaser’s obligations under this Agreement exceed sentence act as a bar to bringing an indemnification claim against the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is Owners. To the extent that Purchaser or may be entitled to indemnification hereunder. If the Company receives any Losses sustained by an Indemnified Party are covered by an amount under insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified coverage with respect to such Losses a matter for which a Purchaser Indemnified Party has previously obtained payment in indemnification under this Article VIARTICLE VIII, Purchaser shall, as soon as reasonably practicable after receipt of such insurance proceeds, pay and reimburse to the Owners (in accordance with their respective Pro Rata Share), for any prior indemnification payment under this Article VI with respect up to such Losses shall be reduced by the amount of such the insurance proceeds or indemnityproceeds, contribution or similar payments, but less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount cost and expense of pursuing such insurance proceeds or indemnityrecovery, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate deductible associated therewith and (iii) the amount paid by Acuitas of all retro-premium obligations and reasonably anticipated premium increases resulting from such recovery (other than premiums under the R&W Insurance Policy). For purposes of this Section 8.5(d), the term insurance proceeds shall in all respects include the proceeds received under or XLLC pursuant to all applicable Indemnified Parties the R&W Insurance Policy. (e) The indemnification rights provided in this ARTICLE VIII constitute the sole and exclusive remedy of the parties following Closing with respect to such Losses. any dispute arising out of or related to this Agreement, other than (di) Notwithstanding anything claims based on actual fraud, (ii) the remedy of specific performance provided by Section 9.14 and other equitable remedies, or (iii) as provided by Section 1.3 with respect to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any LossesNet Adjustment Amount.

Limitations on Liability. (ai) Spannabis shall only be obligated to indemnify any Indemnified Persons for Losses that equal or exceed $100,000 and then only with respect to such excess. (ii) EXCEPT FOR THIRD-PARTY CLAIMS UNDER ANY INDEMNITY PROVISION HEREIN, IN NO EVENT SHALL ANY PARTY, WHETHER HIGHTIMES, PURCHASER OR SPANNABIS, BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (iii) Notwithstanding anything to the contrary contained hereinin this Article V, an Indemnifying Party and except for any acts or omissions by Spannabis that constitute fraud, violation of Law or willful misconduct, in the event Spannabis becomes obligated to indemnify any Indemnified Persons for Losses, Spannabis shall not have any obligation under Section 6.02 unless and until satisfy such indemnification obligations as follows: (i) first, by paying all or a portion of the amount of such Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything immediately cash in available funds to the contrary contained hereinapplicable Indemnified Person, up to a maximum of USD $4,000,000, and (iii) next, to the extent such indemnified obligations exceed USD $4,000,000, by paying all or a portion of the amount of such Losses by surrendering for redemption a number of Spannabis’ Subject Shares of Hightimes with a value equal to the amount of such Losses, which Subject Shares will be valued at the greater of (x) the price per share attributed to the Subject Shares or (y) the average closing prices of Hightimes for the five (5) trading days preceding the date on which such Subject Shares are surrendered; provided, however, that in no event shall Spannabis be required to surrender more than the aggregate liability total number of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party Subject Shares issued to Spannabis pursuant to this AgreementAgreement to satisfy any indemnification claims hereunder. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. 21.2 For avoidance of doubt no consequential or indirect damages, such as loss of profit, loss of business, or incidental damages shall be compensated. 21.3 Should the breach of this Agreement be a consequence of fraud (a“bedrog” / “fraude”), intentional fault, intentional misconduct (“opzettelijke ▇▇▇▇” / “faute intentionnelle”) Notwithstanding anything of the defaulting Party, the affected Parties shall be entitled to claim full compensation or indemnification for all losses, damages, charges, fees without any cap being applicable, to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless exclusions of indirect and until (i) consequential damage. 21.4 In the Losses incurred event of a breach of this Agreement by the XLLC Indemnified Parties or the Acuitas Indemnified a Party, as the case may be, with respect All NEMO Committee shall decide upon possible measures to any matter or series mitigate the negative consequences of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying such breach. The defaulting Party shall be liable for all Losses with allowed to participate in the deliberations of the All NEMO Committee in this respect, but shall not be entitled to vote in respect of the measures to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)be taken. 21.5 Should the sum of all damages suffered by two or more affected Parties exceed the amount of the liability cap, the maximum compensation or indemnification to be paid by the defaulting Party towards the affected Parties shall be reduced pro rata. 21.6 In any case where a Party (bthe “Defaulting Party”) Notwithstanding anything is in breach of this Agreement (whether by act or omission), the Defaulting Party shall indemnify and hold harmless the other Parties (each a “Defendant Party”) against any claim, demand, action or proceedings made by any third party which may reasonably be considered to the contrary contained hereinhave arisen or to have been made in connection with or as a result of such breach (each a “Third Party Claim”), (i) in no event shall provided that the aggregate liability of an Indemnifying the Defaulting Party under Section 6.02 exceed $1,000,000 and (ii) such indemnity shall be subject to the cap stipulated in no event shall clause 21.1 above. 21.7 In any case where a breach of this Agreement by a Party also constitutes a breach of the aggregate liability of an Indemnifying ANDOA and/or the ANIDOA, multiple simultaneous or successive claims against the Defendant Party under this Agreement exceed and/or under the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified ANIDOA and/or under the ANDOA in respect of the same breach shall not be permitted, provided that the affected Party shall use reasonable efforts be free to mitigate all Losses for choose which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses agreement shall be reduced by the amount basis of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as its claim against the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesDefendant Party. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. 9.1 The liability of the Sellers and the Purchaser in respect of Claims made or brought under this Agreement shall be limited as follows: (a) Notwithstanding anything neither the Sellers nor the Purchaser shall be liable to the contrary contained herein, an Indemnifying Party shall not have make payment for any obligation under Section 6.02 Claim based upon a liability which is contingent unless and until such contingent liability becomes an actual liability; (ib) neither the Losses incurred by Sellers nor the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party Purchaser shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything any Claim to the contrary contained hereinextent that the liability arises or is increased as a result of any legislative, (i) legal or regulatory requirement not in no event shall force at the aggregate liability date of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall this Agreement, where such requirement has been made or issued outside the aggregate liability reasonable control of an Indemnifying Party under the Parties or has not been issued or made as a result of the breach of this Agreement exceed the proceeds actually received by such party pursuant to this Agreement.either Party; (c) Each Indemnified Party neither the Sellers nor the Purchaser shall use reasonable efforts be liable for any Claim to mitigate all Losses the extent that the matter giving rise to such Claim has been made good or is otherwise compensated for without loss to the other Party; (d) neither the Sellers nor the Purchaser shall be liable for any Claim to the extent that the same loss under such Claim has been recovered by any of the Sellers or the Purchaser (as applicable) under any provision of this Agreement or any other Transaction Document and accordingly the Sellers or the Purchaser (as applicable) may only recover once in respect of the same loss; (e) the Sellers and the Purchaser shall only be liable in respect of a Claim if and to the extent that such Claim is admitted by the relevant party, the subject of an arbitral award or proven in a court of competent jurisdiction; (f) any payment made by the Sellers or any other person in respect of any Claim shall be deemed to be a reduction of the Purchase Price; and (g) neither the Sellers nor the Purchaser shall be liable for any Claim to the extent that the matter giving rise to such Claim has been carried out with the express consent of the Parties. None of the limitations in this sub-clause 9.1 shall apply to the extent that any breach by a party of its obligations under this Agreement is caused by fraud, wilful default or wilful concealment or gross negligence. 9.2 Other than as expressly set out in this Agreement (including, for the avoidance of doubt the payment of the Consideration in accordance with Clause 5 (Consideration)), neither the Sellers nor the Purchaser shall be liable to make any payment under this Agreement nor exercise any right of set-off or counterclaim against or otherwise withhold payment of any sums stated to be payable by the other hereunder or under any other agreement subsisting between them unless and until the liability of the Sellers or the Purchaser (as applicable) has been agreed or adjudged payable in legal or arbitration proceedings. 9.3 The Sellers hereby irrevocably and unconditionally undertake that they shall not bring or conduct (in the absence of fraudulent or dishonest conduct or concealment) at any time any claims or actionable rights which it may have under contract, law or otherwise against the Company or any Company Group Member (or any of their respective directors, officers, employees or agents) arising out of or in connection with: (i) any matters relating to any period prior to Completion; or (ii) any matters for which such Indemnified Party it is or may be entitled liable to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy the Purchaser arising out of or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recoverythe Transaction. 9.4 The Parties hereby agree and acknowledge that the indemnification obligations specified in this Clause 9 is not a liability for defects (ayIba karşI tekeffül sorumluluğu) but the Sellers’ and the Purchaser’s respectively independent covenant and obligation of indemnity and the Sellers’ and Purchaser’s respectively independent guarantee for the completeness and accuracy of all the representations, covenants and warranties. If an Indemnified Party receives such insurance proceeds or indemnityTherefore, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all notice periods and statutes of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred limitations in connection with such recovery the liability for defects shall not be applied for the independent covenants provided herein by the Sellers. For the avoidance of doubt, the statute of limitation periods and (ii) the aggregate amount paid by Acuitas or XLLC to all time periods applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary Purchaser’s duty to examine the object of the sale and/or notify the Sellers of any defect or breach set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, the Turkish Code of Obligations and the Turkish Commercial Code and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution particular in value and, in particular Articles 223 and without limiting the generality 231 of the foregoingTurkish Code of Obligations and Article 25 of the Turkish Commercial Code, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology as well as in any other laws and regulations shall not be used in calculating applied to the amount of any Lossesindependent covenants provided herein by the Sellers.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party Guarantor shall not have any obligation no liability under Section 6.02 unless and until this Guaranty to the extent that (i) the Losses incurred liability was caused by actions, conditions or events that first occurred or arose at any time from and after the XLLC Indemnified Parties date that either (x) a sale pursuant to a foreclosure (either judicially or non-judicially) of the Acuitas Indemnified PartyMortgage or a conveyance of the Property in lieu of foreclosure of the Mortgage or (y) if Lender elects to bifurcate the Loan into one or more mezzanine loans that are secured by a pledge of the direct or indirect ownership interest in Borrower pursuant to the terms of the Loan Agreement, (1) a foreclosure sale for the collateral given as security for such mezzanine loan or (2) a conveyance of such collateral in lieu thereof and, in the case may beof clause (2) only, with respect so long as, on such date, Lender shall have received a non-recourse carveout guaranty in the same form as this Guaranty (a “Replacement Guaranty”) pursuant to any matter or series of related matters for which indemnification is an Approved Replacement Guarantor agrees to be provided liable under Section 6.02(a) or 6.02(b) as applicablesuch Replacement Guaranty from and after such date, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid events, actions, or conditions which caused such liability of Borrower were not caused by Acuitas the actions of Guarantor or XLLC to all applicable Indemnified Parties any Affiliate of Borrower or Guarantor following such foreclosure sale or deed or conveyance in lieu thereof (it being agreed and understood that Guarantor shall remain liable with respect to matters, events or circumstances which first occurred or arose prior to such Losses. (d) Notwithstanding anything to the contrary set forth hereindate even if discovered after such date); provided, in no event shall any party be entitled to recover or make a claim for any amounts in respect ofhowever, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology that Guarantor’s liability hereunder shall be used automatically reinstated in calculating the amount event that the applicable foreclosure sale or deed or conveyance in lieu of thereof is set aside, rescinded or invalidated as a result of any Lossesinsolvency, bankruptcy, reorganization or other proceeding.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained hereinin this Agreement, an Indemnifying Party the liability of Seller and Buyer under this Agreement and any documents delivered in connection herewith or contemplated hereby shall not have be limited as follows: (a) IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER INDEMNITEES, OR SHALL BUYER BE LIABLE TO THE SELLER INDEMNITEES, FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES; provided, however, that if Buyer or Seller is held liable to a third party for any obligation of such damages and Seller or Buyer, respectively is obligated to indemnify the other for the matter that gave rise to such damages, then Seller or Buyer, as appropriate, shall be liable for, and obligated to reimburse the other for, such damages. (b) Except as provided below, the representations, warranties, covenants and agreements of Seller and Buyer set forth in this Agreement shall survive the Closing for the applicable period of time set forth below in this Section 13.3(b), and all representations, warranties, covenants and agreements of Seller and Buyer under this Agreement and the indemnities granted by Seller and Buyer in Section 6.02 unless and until 13.1 or Section 13.2, respectively, shall terminate at 5:00 p.m., local time in Stamford, Connecticut, on the appropriate anniversary of the Closing Date or on the expiration of the applicable statute of limitations (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Partyextensions or waivers thereof), as the case may be, as set forth below in this Section 13.3(b); provided, however, that such indemnities shall survive with respect only to the specific matters that is the subject of a proper Claim Notice delivered in good faith in compliance with the requirements of this Section 13.3 until the earlier to occur of (A) the date on which a final nonappealable resolution of the matter described in such Claim Notice has been reached or (B) the date on which the matter described in such Claim Notice has otherwise reached final resolution. (1) The representations and warranties of Seller contained in Section 5.9 (Taxes), the covenants and agreements of Seller relating to Taxes, and the related indemnity obligations of Seller contained in Section 13.1 shall terminate on, and no action or claim with respect thereto may be brought following, the expiration of the applicable statute of limitations (or extensions or waivers thereof). (2) The representations and warranties of Seller contained in Section 5.5 (Title to Assets: Liens) and the related indemnity obligations of Seller contained in Section 13.1 shall terminate on, and no action or claim with respect thereto may be brought after, the third anniversary of the Closing Date. (3) The representations and warranties of Sellers contained in Section 5.14 (Environmental Matters) and the related indemnity obligations of Sellers contained in Section 13.1 shall terminate on, and no action or claim with respect thereto may be brought after, the fourth anniversary of the Closing Date. (4) All other representations and warranties of Seller and Buyer contained in this Agreement and the related indemnity obligations of Buyer and Seller contained in this Agreement shall terminate on, and no further action or claim with respect thereto may be brought after, the second anniversary of the Closing Date. (5) Except as set forth in the proviso to this clause (5), the indemnity obligations of Seller contained in Section 13.1 with respect to any matter Retained Liability shall terminate on, and no action or series claim with respect thereto may be brought after, the second anniversary of related matters the Closing Date, provided that the indemnity obligations of Seller contained in Section 13.1 for which indemnification is (i) Retained Liabilities relating to be provided under Section 6.02(aTaxes shall survive until the expiration of the applicable statute of limitations (or extensions or waivers thereof); (ii) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses Retained Environmental Liabilities with respect to which Seller had no Knowledge as of the Closing Date shall survive until the fourth anniversary of the Closing Date; and (iii) Retained Liabilities described in Sections 2.3(a), (c) and (d), Retained Liabilities relating to the Proceedings described in items 1.1 and 1.2 of Schedule 5.8, and any Disclosed Pre-Closing Liability (and any liability or obligation that would have been a Disclosed Pre-Closing Liability had Seller disclosed such matter liability or matters, including obligation to Buyer if Seller had knowledge of such liability or obligation as of the first $100,000 Closing Date) shall survive for an unlimited period of time. The Retained Liabilities described in clauses (subject i) and (iii) of this Section 13.3(b)(5) are collectively referred to all other applicable requirements and limitations herein)hereinafter as the "Specified Retained Liabilities. (b6) Notwithstanding anything The indemnity obligations of Buyer contained in Section 13.2 with respect to the contrary contained herein, (i) in no event any Assumed Liability shall the aggregate liability survive for an unlimited period of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreementtime. (c7) Each Indemnified Party Notwithstanding the foregoing, the Parties acknowledge that Buyer shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunderby Seller for Losses incurred by Buyer in respect of any intentional or reckless misrepresentation or omission or fraud by Seller without any time limitation (it being understood that the failure to cure a breach shall not, by itself, be an intentional or reckless act or omission). If In no event shall any Losses sustained by an Indemnified Party are covered by an insurance policy amounts be recovered from Seller or an indemnificationBuyer under Section 13.1 or Section 13.2. respectively, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party otherwise for any matter for which a Claim Notice is not delivered to use reasonable efforts to collect such insurance proceeds Seller or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or AcuitasBuyer, as the case may be, prior to the close of business on the applicable date set forth above. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall pay not be required to indemnify the Buyer Indemnities, or be otherwise liable in any way whatsoever to the Buyer Indemnitees for any Losses (other than Losses incurred by Buyer in respect of the Specified Retained Liabilities and any intentional or reckless misrepresentation or omission or fraud by Seller, it being understood that the failure to cure a breach shall cause such Indemnified Party not, by itself, be an intentional or reckless act or omission (the "First-Dollar Losses")) until the Buyer Indemnitees have suffered Losses (determined after giving effect to pay the provisions of Section 13.3(f) and other than First-Dollar Losses) that, when taken together with all other claims for Losses (other than First-Dollar Losses) under Section 13.1 of each of the Related Purchase Agreements are in excess of a deductible in an amount equal to Acuitas or XLLCtwo percent (2%) of the total of the Purchase Price plus the aggregate gross purchase price set forth in each Related Purchase Agreement that is consummated, as after which point Seller will be obligated only to indemnify the case may be, the lesser of (i) the amount Buyer Indemnitees from and against further Losses other than First-Dollar Losses in excess of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC deductible. Buyer shall be entitled to indemnification for all applicable Indemnified Parties with respect to such First Dollar Losses. (d) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to indemnify the Buyer Indemnitees, or be otherwise liable in any way whatsoever to the Buyer Indemnitees, for any Losses (other than First-Dollar Losses) that, when combined with the aggregate amount of Losses (other than First-Dollar Losses) that are subject to indemnification by Seller under Section 13.1 of the Related Purchase Agreements, are in excess of an amount equal to five percent (5%) of the total of the Purchase Price plus the aggregate gross purchase price set forth hereinin each Related Purchase Agreement that is consummated. Buyer shall be entitled to indemnification for all First-Dollar Losses. (e) Except to the extent otherwise expressly provided in this Agreement, no right to indemnification under this Article XIII shall be limited by reason of any investigation conducted by any Party at any time or by the decision by a Party to complete the Closing. Notwithstanding the foregoing, Buyer acknowledges that Seller's indemnity obligations contained in Section 13.1 are subject to the applicable limitations set forth in Section 13.3, and that certain obligations and liabilities of Seller are included among the Assumed Liabilities. (f) Neither Party shall have liability for any claim or Loss (A) that is covered by insurance for which the other Party recovers payments in respect of such Loss or with respect to which the other Party otherwise recovers payments in respect of such Loss from any other sources (whether in a lump sum or stream of payments) or (B) that is the type normally recoverable by the Business through rates, but in each case only to the extent of such payments or recovery. With respect to insurance proceeds only, such recovery shall be calculated net of the insured party's out-of-pocket costs relating to claim preparation and settlement. With respect to recovery though rates, if the amount of the Losses that is included in rates is not specifically adjudicated in the related Final Order, the amount of the Losses included in rates will be calculated as follows: (i) if the cost associated with the Losses is booked as an item of operating expense, the amount of such expense included in rates will be the result of the ratio where total test period operating expenses allowed for ratemaking purposes in such Final Order is the numerator and Buyer's total requested test period operating expenses (including the Losses) is the denominator; (ii) if the cost associated with the Losses is booked as an item of rate base, the amount of such rate base included in rates will be the result of the ratio where total test period rate base allowed for ratemaking purposes in such Final Order is the numerator and Buyer's total requested test period rate base (including the Losses) is the denominator. Buyer agrees to use its commercially reasonable efforts to give timely and effective written notice to the appropriate insurance carrier(s) of any occurrence or circumstances which, in the judgment of Buyer consistent with its customary risk management practices, appear likely to give rise to a claim against Buyer that is likely to involve one or more insurance policies of Buyer. Any such notice shall be given in good faith by Buyer without regard to the possibility of indemnification payments by Seller under Section 13.1, and shall be processed by Buyer in good faith and in a manner consistent with its risk management practices involving claims for which no third party contractual indemnification is available. Buyer agrees that (i) if it is entitled to receive payment from Seller for a Loss, and (ii) if Buyer has obtained insurance which may cover the claim or matter giving rise to such Loss, then (iii) such insurance shall be primary coverage and Buyer will make a claim under such insurance (if such claim can be made in good faith) before enforcing its right to receive payment from Seller. If at any time subsequent to the receipt by a Buyer Indemnitee of an indemnity payment from Seller hereunder, such Buyer Indemnitee (or any AffIliate thereof) receives any recovery, settlement or other similar payment with respect to the Loss for which it receives such indemnity payment, such Buyer Indemnitee shall promptly pay to Seller an amount equal to the amount of such recovery, less (for insurance proceeds only) any out-of-pocket costs incurred by such Buyer Indemnitee (or its Affiliates) in connection with claim preparation and settlement, but in no event shall any party such payment exceed the amount of such indemnity payment; PROVIDED, that if such net recovery reduces the amount of Losses actually incurred by the Buyer Indemnitees to an amount that is then below the deductible amount set forth in Section 13.3(c) and if Seller has made other payments to the Buyer Indemnitees for other Losses in excess of such deductible amount, then Buyer also shall promptly pay to Seller an amount equal to the portion of such payments made by Seller that Seller would not have been obligated to make pursuant to Section 13.3(c) had the Losses of the Buyer Indemnitees not included the Losses covered by such net recovery. No other cost or expense relating to any such recovery shall reduce the amount of such payment to Seller. (g) Notwithstanding any language contained in any Related Document (including deeds and other conveyance documents relating to the Real Property), the representations and warranties of Seller set forth in this Agreement will not be entitled to recover or make a claim for merged into any amounts in respect ofsuch Related Document and the indemnification obligations of Seller, and the limitations on such obligations, set forth in no event this Agreement shall “Losses” control. No provision set forth in any such Related Document shall be deemed to include indirectenlarge, expectation, incidental, special alter or consequential damages, lost profits amend the terms or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting provisions of this Agreement. (h) In the generality event that the interest on any of the foregoingBonds becomes subject to federal or state income taxation prior to Closing, no “multiple the representations and warranties of earnings” or “multiple of cash flow” or similar valuation methodology Buyer contained in Section 6.7 with respect to such Bonds shall be used in calculating the amount of any Lossesnull and void ab initio and no action or claim with respect there to may be brought.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained hereinin this Agreement, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party Seller under Section 6.02 11.5(a)(i) exceed $1,000,000 the amount then remaining in the Indemnity Escrow Account (the “General Cap”); provided, however, that the General Cap shall not apply with respect to any breach of the Equity Ownership Representations or any breach of the Post-Closing Covenants; provided, further that the Buyer and (iithe Acquired Companies shall first seek recourse for payment of all claims under Section 11.5(a) from the Indemnity Escrow Account in accordance with the Post-Closing Escrow Agreement until no such funds remain in the Indemnity Escrow Account. Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability of an Indemnifying Party Seller under this Agreement exceed the proceeds portion of the Purchase Price actually received by Seller. The amount of any such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party indemnification is provided to the indemnified party shall be net of any amounts recovered by the indemnified party under insurance policies, indemnities or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified reimbursement arrangements with respect to such Losses under this Article VI(net of expenses incurred in obtaining any such recovery and, the payment under this Article VI with respect to recovery under insurance policies, net of the deductible for such Losses shall be reduced policies to the extent arising out of such Losses). If such insurance proceeds, indemnity payments or reimbursements are realized or obtained by the indemnified party after any amount has been paid by or on behalf of Seller pursuant to this Section 11.5(a) in respect of Losses to the indemnified party, Buyer shall, or shall cause the indemnified party to, reimburse the amount realized or collected by the indemnified party up to the amount received from Seller for such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recoveryLosses. If an Indemnified Party receives such the indemnified party does not elect to pursue its claims under any applicable insurance proceeds policy, indemnity or indemnity, contribution or similar payments after any Indemnified Party is indemnified reimbursement arrangement with respect to some the applicable Losses, it shall, at the request of Seller, cause such claims to be assigned over to Seller or all its designee and reasonably cooperate with Seller in the pursuit of such Lossesclaims. The amount of Losses for which indemnification is provided under this Section 11.5 shall be calculated net of any Tax benefits actually realized by Buyer and/or any of the Acquired Companies in the taxable period that includes the indemnity payment (either through a reduction in cash Tax payments required to be made or an increase in Tax refunds actually received), XLLC or Acuitasin each case, as a result of the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything Losses giving rise to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesindemnification.

Limitations on Liability. (a) Notwithstanding anything Except as otherwise provided herein, neither a Buyer Indemnified Party nor a Seller Indemnified Party will be entitled to indemnity under Section 9.2(a) or Section 9.2(b) of this Agreement which respect to claims for Losses until the amount for any individual claim for Losses exceeds $25,000 (the “Individual Basket Amount”) and the aggregate amount for all such claims exceeds five hundred thousand dollars ($500,000) (the “Aggregate Basket Amount”), and thereafter, the Buyer Indemnified Parties shall only be entitled to indemnity for the amount in excess of the Aggregate Basket Amount. (b) Except as otherwise provided herein, in the event a Buyer Indemnified Party is entitled to indemnity under Section 9.2(a) of this Agreement, any such claim may be satisfied solely and exclusively against the Escrow Deposit. Therefore, except as otherwise provided herein, the maximum aggregate liability of the Sellers under Section 9.2(a) of this Agreement shall not exceed the Escrow Deposit, and Buyer Indemnified Parties shall have no further right to indemnity thereunder at such time as all cash or Buyer Units have been disbursed from the Escrow Account. Under no circumstance shall a Buyer Indemnified Party be entitled to recover an indemnity claim arising under Section 9.2(a) of this Agreement directly against a Seller; provided, however, that with regards to a claim relating to the contrary representations and warranties contained hereinin Section 3.4, an Indemnifying Party Section 4.3, Section 4.6 or Section 4.11, Buyer’s sole remedy shall not have be against the Escrow Deposit in accordance with the provisions of Section 9.6, until such time as the term of the Escrow Agreement expires, in which case, Buyer shall be entitled to pursue all of its rights and remedies against the Sellers with respect thereto. (c) The amount of any obligation Losses subject to indemnification under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties this Article IX shall be reduced or the Acuitas Indemnified Partyreimbursed, as the case may be, with respect to by any matter or series of related matters third party insurance proceeds, third party recoveries less the costs expended for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicablesuch recoveries. Each Party shall, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such their respective Indemnified Party to Parties to, use commercially reasonable efforts to collect any amounts available under such insurance proceeds or indemnity, contribution or similar paymentscoverage and from such other third party alleged to have responsibility. If any a Buyer Indemnified Party receives an amount under insurance coverage or from such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified third party with respect to Losses that were the subject of indemnification under Section 9.2 at any time subsequent to indemnification provided thereunder, then such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Buyer Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as shall promptly reimburse the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesSellers. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Other than (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified PartyCompany Key Representations, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability Company Fundamental Representations and (iii) Fraud committed by or on behalf of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred Seller in connection with such recovery. If an Indemnified Party receives such insurance proceeds the transactions contemplated hereby, the maximum liability of Seller under Section 9.2(a)(i) for breaches or indemnityinaccuracies of the representations and warranties contained of the Company in Article IV, contribution breaches or similar payments after any Indemnified Party is indemnified with respect inaccuracies of the representations and warranties contained of the Seller in Article V and the covenants contained herein to some be performed by the Company or all of such Losses, XLLC or Acuitas, the Seller as the case may be, shall pay be the amount of funds then remaining in the Escrow Account. The maximum liability of Seller under Section 9.2(a)(i) for breaches or inaccuracies of all representations and warranties other than the Company Fundamental Representations shall cause such Indemnified Party be $[***]. Seller shall not have any Liability under this Article IX in excess of the Consideration payable to pay Seller pursuant to Acuitas or XLLC, as this Agreement (less the case may beLoan Payoff Amount payable by the Purchaser at Closing pursuant to Section 2.1). The maximum aggregate Liability of Purchaser under this Agreement shall be the Initial Consideration and the Contingent Consideration. (b) Without limiting the effect of any other limitation contained in this Article IX, the lesser indemnification provided for in Section 9.2(a)(i) shall not apply except to the extent that the aggregate Damages against which the Purchaser Indemnitees would otherwise be entitled to be indemnified pursuant to Section 9.2(a)(i) exceeds $[***] in the aggregate (the “Basket”), and with respect to any given claim for Damages, such claim is individually in excess of $[***] (which shall not be applied against the Basket), in which event the Purchaser Indemnitees shall, subject to the other limitations contained herein, be entitled to be indemnified against all of such Damages, including the Basket; provided, however, that this limitation shall not apply to any Damages related to (i) the amount Fraud committed by or on behalf of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred Seller in connection with such recovery and the transactions contemplated hereby, (ii) a breach of the aggregate Company Key Representations or (iii) a breach of the Company Fundamental Representations. (c) Without limiting the effect of any other limitation contained in this Article IX, Purchaser shall not be entitled to indemnification under this Article IX for any Damages to the extent that the amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossesotherwise indemnifiable hereunder has been included in the calculation of the Initial Consideration. (d) The representations, warranties, agreements, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Purchaser Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Purchaser Indemnitees. For purposes of both determining whether a breach or inaccuracy in any representation or warranty of the Company has occurred and calculating the amount of Damages arising from any such breach or inaccuracy, the Company shall be deemed to have been made such representations and warranties without any qualifications as to materiality and, accordingly, all references herein and therein to “material,” “in all material respects,” “material adverse effect,” and similar qualifications as to materiality shall be deemed to be deleted therefrom. Recoveries under this Article IX by the Purchaser Indemnitees shall first be from the Escrow Account and thereafter any Consideration paid or payable to Seller. (e) Nothing in this Agreement shall limit any remedy Purchaser may have against any Person for claims based on Fraud that such Person committed. (f) Notwithstanding anything to the contrary set forth hereinelsewhere in this Agreement, in no event Purchaser Indemnitee shall any party be entitled indemnified for Damages with respect to recover (i) the amount, value or make a claim for any amounts in respect condition of, and in no event shall “Losses” be deemed to include indirector any limitations on, expectationany Tax asset or attribute (e.g., incidental, special net operating loss or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality Tax credit) of the foregoingCompany after the Closing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating including the amount ability of any LossesPurchaser Indemnitee to utilize such Tax asset or attribute after the Closing, (ii) any Taxes arising as a result of an action taken by Purchaser or its Affiliates (including the Company after the Closing) outside the ordinary course of business on the Closing Date after the Closing (other than as explicitly contemplated by this Agreement) or (iii) any Taxes arising from an election made by Purchaser with respect to the Company under Sections 336 or 338 of the Code.

Limitations on Liability. (a) Notwithstanding anything contained in this Agreement to the contrary, except in the case of fraud or willful misconduct, in no event shall the aggregate liability of Damages paid by an Indemnitor pursuant to the terms and conditions of Section 6.1, Section 6.2, or Section 6.3, as applicable, exceed an aggregate amount equal to the amount that has been actually funded by Purchaser to the Company on the Closing Date. The right of a Person to any remedy pursuant to this Section 6 shall not be affected by any investigation or examination conducted, or any knowledge possessed or acquired (or capable of being possessed or acquired), by such Person at any time concerning any circumstance, action, omission or event relating to the accuracy or performance of any representation, warranty, covenant or obligation. (b) All Damages shall be calculated net of the amount of any recoveries actually received by an Indemnitee under any existing insurance policies and contractual indemnification or contribution provisions (in each case, calculated net of any actual collection costs and reserves, expenses, deductibles or premium adjustments or retrospectively rated premiums (as determined in good faith by an Indemnitor) incurred or paid to procure such recoveries) in respect of any Damages suffered, paid, sustained or incurred by any Indemnitee; provided that no Indemnitee shall have any obligation to seek to obtain or continue to pursue any such recoveries. If an Indemnitee receives any amounts under applicable insurance policies or third party contractual indemnification or contribution provisions subsequent to its receipt of an indemnification payment by the applicable Indemnitor, then such Indemnitee will, without duplication, promptly reimburse such Indemnitor for any indemnification payment made by such Indemnitor up to the amount received by the Indemnitee (in each case, calculated net of any actual collection costs and reserves, out-of-pocket expenses, deductibles or premium adjustments or retrospectively rated premiums (as determined in good faith by an Indemnitee) incurred or paid to procure such recoveries). Notwithstanding anything to the contrary contained herein or in the Certificate of Designations or the Parent Certificate of Designations, any amounts due to any Indemnitee upon redemption of the shares of Series X Preferred Stock held by such Indemnitee pursuant to the Certificate of Designations or the Parent Certificate of Designations, as applicable, shall be reduced by the amount of Damages to the extent such Damages are with respect to the Liquidation Preference or the value of the Accruing Dividends (each as defined in the Certificate of Designations or the Parent Certificate of Designations, as applicable) on the Series X Preferred Stock (excluding any payment, liability, interest, damage, injury, deficiency, penalty, settlement and fees, tax, costs, and expenses incurred by the Purchaser Indemnitees, in each case arising from the collection, prosecution, and defense of any claim for indemnification under Section 6.1 or Section 6.2) (“Series X Damages”) actually indemnified for by an Indemnitor pursuant to the terms and conditions of Section 6.1 or Section 6.2, as applicable. (c) Notwithstanding anything to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party Indemnitor be entitled liable to recover or make a claim any Indemnitee for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential punitive damages, lost profits or revenuesrevenues (including any damages on account of lost or delayed opportunities) relating to the breach or alleged breach of this Agreement or any Transaction Agreement; provided, business interruptionhowever, exemplary that the foregoing will not apply to any such damages paid or punitive damages or diminution payable by an Indemnitee to a third party in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesconnection with a Third-Party Claim (as defined below).

Limitations on Liability. (ai) Notwithstanding anything to the contrary contained hereinin this Agreement, an Indemnifying no action or inaction by any Party or any of its Affiliates shall be deemed to be a breach of this Agreement for any purpose hereunder, and no Indemnified Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties claim or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying recourse against another Party shall be liable for all Losses with respect to such matter action or mattersinaction, including under this Section 7 or otherwise, to the first $100,000 extent (subject x) the other Party or any of its Representatives was required to all take or not to take such action pursuant to the terms of this Agreement or applicable Law or (y) such Party or any of its Representatives has directed or requested the other applicable requirements and limitations herein)Party or any of its Representatives to take or not take such action. (bii) Notwithstanding anything The liability of either Party for Losses of any kind whatsoever arising from or relating to any Service or under or in connection with this Agreement (whether for breach of contract, tort, negligence, misrepresentation or otherwise) shall not exceed the contrary contained aggregate amount of Charges paid or payable hereunder during the 12-month period following the date hereof (whether disputed or otherwise), by the Service Recipient herein; provided that the foregoing limitation on liability shall not apply in the case of Losses: (x) suffered by a Party resulting from the gross negligence or intentional breach of the other Party; (y) suffered by the Service Recipient resulting from the intentional abandonment of a Service by the Service Provider; or (z) incurred in connection with the enforcement of a Party’s indemnification rights hereunder. (iii) For all purposes of this Section 7, the “Losses” of an Indemnified Party shall be net of: (i) any recovery or benefit (including insurance and indemnification) payable to the Indemnified Party or any of its Affiliates (including, in no event the case of the Purchaser, the NAM Companies and wholly owned subsidiaries of the NAM Companies) in connection with the facts giving rise to the right of indemnification and, if the Indemnified Party or any of its Affiliates (including, in the case of the Purchaser, the NAM Companies and their respective wholly owned subsidiaries) receives such recovery or benefit after receipt of payment from the Indemnifying Party, then the amount of such recovery or benefit, net of reasonable expenses incurred in obtaining such recovery or benefit, shall be paid to the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 Party; and (ii) in no event shall any Tax benefit available to the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnificationof its Affiliates (including, contribution or similar obligation in the case of another Person (other than an Affiliate of such Indemnified Party)the Purchaser, the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, NAM Companies and wholly owned subsidiaries of the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred NAM Companies) arising in connection with such recovery. If an Indemnified Party receives such insurance proceeds the accrual, incurrence or indemnity, contribution or similar payments after payment of any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (div) Notwithstanding anything Each Party shall, and shall cause its respective Affiliates to, take all reasonable steps to mitigate its Losses upon and after becoming aware of any event that could reasonably be expected to give rise to any Loss, and the contrary set forth herein, in no event Indemnified Party shall any party not be entitled to recover any payment, adjustment or make a claim indemnification more than once with respect to the same matter. (v) None of the Parties shall have any liability under or in connection with this Agreement (whether for breach of contract, tort, negligence, misrepresentation or otherwise) for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectationpunitive, incidental, consequential, special or consequential indirect damages, lost profits including loss of future profits, revenue or revenuesincome, business interruptiondamages based on a multiple of earnings, exemplary or punitive damages or diminution in value andor loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, in particular and without limiting the generality regardless of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losseswhether such damages were foreseeable.

Limitations on Liability. (a) The amount of any Losses for which either Teva or Buyer, as the case may be, is liable shall be reduced by the aggregate amount actually recovered under any indemnity agreement, contribution agreement, or any other agreement between any of the Indemnified Parties, on the one hand, and any third party, on the other hand, with respect to such Losses, net of any actual and documented (which will be provided to Teva upon written request) expenses incurred in recovering such amounts. (b) Notwithstanding anything to the contrary contained hereinother provisions of Section 9 and Section 10, an Indemnifying Party except for claims based on fraud, Teva shall not have any obligation under indemnification obligations for any individual Losses arising out of or resulting from Section 6.02 9(b)(i) unless and until the aggregate amount of all such Losses exceed seventy thousand US dollars (iUS$70,000.00) (the “Deductible”), in which event Teva shall be required to pay the full amount of such Losses incurred in excess of the Deductible, but only up to a maximum aggregate amount of ten percent (10%) of the sum of the Purchase Price and the Royalty Payments actually received by ▇▇▇▇. Notwithstanding the XLLC other provisions of Section 9 and Section 10, except for claims based on fraud, Teva shall not have any indemnification obligations for any individual Losses arising out of or resulting from Section 9(b)(ii) unless and until the aggregate amount of all such Losses exceed the Deductible, in which event Teva shall be required to pay the full amount of all such Losses, but only up to a maximum aggregate amount of ten percent (10%) of the sum of the Purchase Price and the Royalty Payments actually received by Teva. (c) Except for claims based on fraud or a breach of Section 13, in no event shall either Party or its Affiliates have any liability to the other Party for indirect, incidental, special or consequential damages (including lost profits) of the other arising out of the performance or failure to perform any obligations set forth herein, irrespective of whether attributable to breach of contract, breach of warranty, negligence, strict liability or otherwise; provided that the foregoing does not limit any of the obligations or Liability of either Party or its Affiliates under Section 9 with respect to claims of unrelated third parties. (d) Except for claims based on fraud or breach of Section 13, the rights of the Buyer Indemnified Parties or and the Acuitas Teva Indemnified PartyParties under Section 9 shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Teva Indemnified Parties, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicablecovered hereunder, exceed $100,000including, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or mattersbut not limited to, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything claims relating to the contrary contained hereinProduct Marketing Authorizations, (i) in the Products, the Purchased Assets or the Assumed Liabilities, and no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses have any other cause of action or remedy at law, in equity for which such Indemnified breach of contract, rescission, tort, or otherwise against the other Party is arising under or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recoverythis Agreement and the matters and transactions contemplated hereby. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without Without limiting the generality of the foregoingpreceding sentence, except in the case of specific performance and for claims based on fraud or breach of Section 13, no “multiple legal action sounding in contribution, tort, or strict liability (in each case, other than claims made or contemplated by Section 9) may be maintained by an Indemnified Party, or any of earnings” its officers, directors, other governing bodies, employees, equity holders, owners, Affiliates, representatives, agents, successors, or “multiple assigns, against Teva or Buyer or any of cash flow” their Affiliates with respect to any matter that is the subject of Section 9, and ▇▇▇▇▇ and Teva, for themselves and the other Indemnified Parties and each of their respective officers, directors, other governing bodies, employees, equity holders, owners, Affiliates, representatives, agents, successors, and assigns, hereby waive any and all statutory rights of contribution or similar valuation methodology shall indemnification (other than rights of indemnification hereunder) that any of them might otherwise be used in calculating entitled to under any Law with respect to any matter that is the amount subject of any LossesSection 9.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party The Seller shall not have any obligation liability under Section 6.02 unless and until (i7.1(a) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter breach of any representation or series warranty made by the Seller in any of related matters for the Transaction Documents [***], the Purchaser notifies the Seller of a claim in respect of such breach in accordance with [***], as to which indemnification is a claim may be made at any time [***] and (B) [***], as to which a claim may be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)made at any time [***]. (b) The Purchaser shall have liability under Section 7.2(a) with respect to any breach of any representation or warranty made by the Purchaser in any of the Transaction Documents, [***], the Seller notifies the Purchaser of a claim in respect of such breach in accordance with [***], as to which a claim may be made at any time [***], and other than [***]. (c) No party hereto shall be liable for any consequential (including lost profits), punitive, special, indirect or incidental damages under this Article VII (and no claim for indemnification hereunder shall be asserted) as a result of any breach or violation of any covenant or agreement of such party (including under this Article VII but excluding Article VIII) in or pursuant to this Agreement. Notwithstanding anything the foregoing, the Purchaser shall be entitled to make indemnification claims, in accordance with the contrary contained hereinprocedures set forth in this Article VII, for Losses that include any portion of the Purchased Royalty Interest that the Purchaser was entitled to receive but did not receive timely or at all due to any indemnifiable events under this Agreement, and such portion of the Purchased Royalty Interest shall not be deemed consequential (including lost profits), punitive, special, indirect or incidental damages for any purpose of this Agreement. Notwithstanding the foregoing, other than with respect to any fraud, willful misconduct, or intentional misrepresentation, (i) in no event shall the an indemnifying party’s aggregate liability of an Indemnifying Party for Losses under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is 7.1 or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or AcuitasSection 7.2, as the case may be, [***] and (ii) no indemnifying party shall pay have any liability for Losses under Section 7.1(a) or shall cause such Indemnified Party to pay to Acuitas or XLLCSection 7.2(a), as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees unless and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein[***], in no which event the indemnifying party shall be liable for all Losses including such amount; provided that the foregoing limitations shall not apply to any party be entitled Losses arising from a failure by the Purchaser to recover or make a claim for pay any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality portion of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used Purchase Price in calculating the amount of any Lossesaccordance with Section 2.5.

Limitations on Liability. 15.5.1 After the Closing, any assertion by any Buyer Indemnified Parties that any Seller is liable (a) Notwithstanding anything for the inaccuracy of any representation or warranty, (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement, or (d) otherwise in connection with this Agreement, must be made by Buyer in writing and must be given to Sellers on or before the first anniversary of the Closing Date. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Sellers to evaluate the assertion. 15.5.2 After the Closing, any assertion by any Sellers Indemnified Parties that Buyer is liable (a) for any inaccuracy of any representation or warranty, (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement, or (d) otherwise in connection with this Agreement, must be made by a Seller in writing and must be given to Buyer on or before the first anniversary of the Closing Date; provided, however, that such limitations do not apply to any breach by Buyer of its responsibility for Assumed Obligations. The notice shall state the facts known to such Seller that give rise to such notice in sufficient detail to allow Buyer to evaluate the assertion. 15.5.3 None of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (1) the inaccuracy of any representations and warranties of Sellers contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (2) the breach of, or failure to perform or satisfy any of the covenants of Sellers set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (3) any liabilities otherwise arising in connection with or with respect to the contrary transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations and breaches actually suffered by Buyer exceeds three percent of the Purchase Price, and then only to the extent of such excess. 15.5.4 None of the Sellers Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (1) the inaccuracy of any representations and warranties of Buyer contained hereinin this Agreement or in any other agreement, an Indemnifying Party instrument, document or certificate executed or delivered in connection with this Agreement; (2) the breach of, or failure to perform or satisfy any of the covenants of Sellers set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (3) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations and breaches actually suffered by Sellers exceeds three percent of the Purchase Price, and then only to the extent of such excess; provided, however, that such limitations do not apply to any breach by Buyer of its responsibility for Assumed Obligations. 15.5.5 Neither Buyer nor Sellers shall not have be required to indemnify any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Sellers Indemnified Parties or the Acuitas Buyer Indemnified Party, as the case may be, Parties or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any matter or series amount exceeding in the aggregate twenty-five percent of related matters the Adjusted Purchase Price; provided, however, that such limitations do not apply to any breach by Buyer of its responsibility for Assumed Obligations. 15.5.6 The amount of any Liabilities for which any of the Buyer Indemnified Parties or Sellers Indemnified Parties is entitled to indemnification is to be provided or other compensation under Section 6.02(a) this Agreement or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses connection with or with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) transactions contemplated in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such any corresponding (1) tax benefit created or generated or (2) insurance proceeds realized or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with that could reasonably be expected to be realized by such recovery. If an Indemnified Party receives such party if a claim were properly pursued under the relevant insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossesarrangements. (d) Notwithstanding anything to the contrary set forth herein15.5.7 NONE OF THE BUYER INDEMNIFIED PARTIES NOR THE SELLERS INDEMNIFIED PARTIES SHALL BE ENTITLED TO RECOVER FROM SELLERS OR BUYER, in no event shall any party be entitled to recover or make a claim for any amounts in respect ofRESPECTIVELY, and in no event shall “Losses” be deemed to include indirectFOR ANY LOSSES, expectationCOSTS, incidentalEXPENSES, special or consequential damagesOR DAMAGES ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DAMAGES, lost profits or revenuesCOURT COSTS AND REASONABLE ATTORNEY FEES, business interruptionSUFFERED BY SUCH PARTY. BUYER ON BEHALF OF EACH OF THE BUYER INDEMNIFIED PARTIES AND SELLERS ON BEHALF OF EACH OF THE SELLERS INDEMNIFIED PARTIES WAIVES ANY RIGHT TO RECOVER PUNITIVE, exemplary or punitive damages or diminution in value andSPECIAL, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any LossesEXEMPLARY AND CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas The Indemnified Party, as the case may be, ’s indemnification rights with respect to any matter or series breaches of related matters for which indemnification is the representations and warranties of the Indemnifying Party, other than the representations and warranties set forth in Section 3.1, Section 3.2(a), Section 3.6(a), Section 3.9, Section 3.12, Section 3.16, Section 3.20, Section 3.24, Section 4.1, Section 4.3, Section 4.4 and Section 4.5 (the “Fundamental Representations”) will survive the Closing but will terminate and expire, and will cease to be provided under Section 6.02(aof any force or effect, on the date that is eighteen (18) or 6.02(b) as applicablemonths following the Closing Date (the “Expiration Date”), exceed $100,000, in which case and all Liability of the Indemnifying Party shall be liable for all Losses with respect to such matter representations and warranties will thereupon be extinguished; provided, however, that if, prior to the Expiration Date in the case of representations and warranties other than the Fundamental Representations, the Indemnified Party shall have duly delivered to the Indemnifying Party, in conformity with all of the applicable procedures set forth in Section 6.4, a Claim Notice setting forth a claim for indemnification based upon a breach by the Indemnifying Party of any of such representations or matterswarranties, including then the first $100,000 specific claim set forth in such Claim Notice will survive (subject to all and will not be extinguished upon) the Expiration Date. Any other claim for indemnification by any party under this Article VI may be asserted until expiration of the applicable requirements and statute of limitations herein)under which a Third Party could assert a claim against the Indemnified Party plus 60 days. (b) Notwithstanding anything Other than with respect to the contrary contained hereinFundamental Representations, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall will not be required to indemnify the aggregate liability of an Indemnified Party with respect to any breach by the Indemnifying Party under this Agreement exceed of any of the proceeds actually received by such party pursuant to representations and warranties of the Indemnifying Party set forth in this Agreement, except to the extent that the cumulative amount of the Damages actually incurred by the Indemnified Party as a result of all such breaches actually exceeds one and 25/100 percent (1.25%) of the Purchase Price (the “Threshold Amount”); after which time the entire amount of such Damages occurring hereunder will be indemnifiable, including the Threshold Amount, subject to the limitations set forth in Section 6.1 and in clause (c) below. (c) Each Other than with respect to the Fundamental Representations, the total amount of the payments that the Indemnifying Party can be required to make with respect to any breach by the Indemnifying Party of any of the representations and warranties of the Indemnifying Party set forth in this Agreement will be limited in the aggregate to a maximum of fifteen percent (15%) of the Purchase Price (the “Cap”), and the Indemnifying Party’s cumulative Liability will in no event exceed such amount. In no event shall the Threshold and Cap apply to any claims by any Indemnified Party for indemnification pursuant to (i) Section 6.1(b), Section 6.1(c), Section 6.1(d), Section 6.2(b), Section 6.2(c), Section 6.2(d) or (ii) Damages any Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by fraud or intentional misrepresentation. In addition, prior to and in conjunction with seeking indemnification, an Indemnified Party shall use commercially reasonable efforts to mitigate all Losses the amount of Damages for which such Indemnified Party is or it may be entitled to indemnification hereunder. If any Losses sustained . (d) Notwithstanding anything contained herein or in the Transaction Documents to the contrary, the aggregate liability of the Sellers under the Transaction Documents or relating to the Business, the Excluded Liabilities and/or the transactions contemplated by an the Transaction Documents, shall never exceed the Purchase Price. (e) Each Member’s obligation to indemnify the Purchaser Indemnified Parties pursuant to this Article VI shall be limited to each such Member's allocable portion of the Purchase Price actually received by such Member, and each such Member shall be liable to the Purchaser Indemnified Party are covered for a portion of each Claim only up to its allocable portion of the Purchase Price actually received relative to the Purchase Price received by an insurance policy or an indemnification, contribution or similar obligation of another Person all Members (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified except with respect to Sections 3.12(b)-(d), in which the Member shall indemnify the Purchaser Indemnified Parties for the entire amount of such Losses under this Article VIDamages, subject to the payment other limitations contained herein). Notwithstanding the above, each Seller and Langsenkamp shall be jointly and severally liable for each Minority Member's allocable portion (based on the portion of the Purchase Price actually received by such Minority Member relative to the Purchase Price received by all Members) of any indemnification obligation under this Article VI (except with respect to Sections 3.12(b)-(d), in which each Minority Member shall indemnify the Purchaser Indemnified Parties for the entire amount of such Losses Damages, subject to the other limitations contained herein). (f) The amount of any Damages that are subject to indemnification under this Article VI shall be reduced by calculated net of the amount of such any insurance proceeds or indemnityproceeds, indemnification payments, contribution payments or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred reimbursements actually received by the Indemnified Party or any Affiliate of the Indemnified Party in connection with such recovery. If an Damages (less the costs incurred by the Indemnified Party receives and its Affiliates in collecting such amounts, including any resulting increases in insurance proceeds or indemnity, contribution or similar payments after any premiums). In the event that an insurance recovery is made by the Indemnified Party is indemnified or any Affiliate of the Indemnified Party with respect to some or all of such Losses, XLLC or Acuitas, as any Damages for which the case may be, shall pay or shall cause such Indemnified Party to has been indemnified hereunder, the Indemnified Party shall promptly pay to Acuitas or XLLCthe Indemnifying Party, as the case may be, a sum equal to the lesser of (i) the actual amount of such insurance proceeds recoveries or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate actual amount of the indemnification payment previously paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesDamages.. (g) To the extent the Indemnifying Party makes or is required to make any indemnification payment to the Indemnified Party, no right of subrogation against the Indemnifying Party will accrue hereunder to or for the benefit of the Indemnifying Party or any Third Party. (dh) Notwithstanding anything Except with respect to specific performance for the contrary breach of any Restricted Party of the restrictive covenants contained in Section 5.7, the right to indemnification under this Article VI, subject to all of the terms, conditions and limitations hereof, shall constitute the sole and exclusive right and remedy available to any party hereto for any actual or threatened breach of the representations, warranties, covenants and obligations set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect ofthis Agreement, and none of the parties hereto shall initiate or maintain any legal action at law or in no event shall “Losses” be deemed equity against any other party hereto which is directly or indirectly related to include indirectany breach or threatened breach of the representations, expectationwarranties, incidentalcovenants or obligations set forth in this Agreement, special except in the case of intentional misrepresentation or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality fraud. In furtherance of the foregoing, no “multiple each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount action for any breach of any Lossesrepresentation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VI. (i) Neither the condition set forth in Section 2.8(e) nor the receipt of the opinion described therein shall adversely affect any Purchaser Indemnified Party’s rights to recover any Damages under this Article VI or otherwise.

Limitations on Liability. (a) Notwithstanding anything None of Sellers Indemnified Parties shall be entitled to the contrary contained herein, an Indemnifying Party shall not have recover from Buyer any obligation indemnity under Section 6.02 unless and until 11.4, (i) for any amount in excess of the actual compensatory damages, court costs and reasonable attorneys fees, suffered by such Sellers Indemnified Party and (ii) unless the aggregate amount of all Losses incurred actually suffered by the XLLC Sellers Indemnified Parties exceeds $250,000, at which time the Sellers Indemnified Parties shall be entitled to indemnification for the entire amount of such Losses. Sellers on behalf of each of such Sellers Indemnified Parties waives any right to recover incidental, indirect, special, exemplary, punitive or consequential damages, including lost revenues or profits, even if such damages are foreseeable or the Acuitas damaged Sellers Indemnified Party, as Party has advised Buyer of the case may be, with respect possibility of such damages and regardless of whether any such damages are deemed to result from the failure or inadequacy of any matter exclusive or series of related matters other remedy. In no event shall Buyer ever be required to indemnify Sellers or any Sellers Indemnified Parties for which indemnification is Losses pursuant to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,00011.4 in any amount exceeding, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or mattersaggregate, including twenty (20%) of the first $100,000 (subject to all other applicable requirements and limitations herein)Purchase Price. (b) Notwithstanding anything None of the Sellers Indemnified Parties shall be entitled to any indemnity under Section 11.4 for a specific incident or event until and unless the amount of Losses actually suffered by the Sellers Indemnified Party exceeds $25,000 with respect to such individual incident or event, or a series of related incidents or events, and thereafter the entire amount of such Losses shall be eligible for indemnification, subject to the contrary contained other limitations set forth herein. No Losses in an amount equal to or less than $25,000 for an individual incident or event, (i) or a series of related incidents or events, shall be included in no event shall calculating the minimum aggregate liability of an Indemnifying Party under amount contemplated in Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement11.6(a). (c) Each Indemnified Party The limitations set forth in this Section 11.6 shall use reasonable efforts not apply (1) in cases of fraud, or (2) any failure of Buyer to mitigate all Losses for which such Indemnified Party is make payments as set forth in Section 2.4 or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation Section 2.5 of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesEmployee Transfer Agreement. (d) Notwithstanding anything No Sellers Indemnified Party entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the contrary set forth hereintransactions contemplated in this Agreement shall settle, in no event compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could materially prejudice or otherwise materially adversely affect the ability of Buyer to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding without the prior written consent of Buyer, which consent shall any party not be unreasonably withheld, conditioned or delayed. (e) Each Sellers Indemnified Party entitled to recover indemnification hereunder or make otherwise to reimbursement for Losses in connection with the transactions contemplated in this Agreement shall use Commercially Reasonable Efforts to mitigate all Losses upon becoming aware of any event or circumstance that could reasonably be expected to give rise to any Losses that are indemnifiable or recoverable hereunder or in connection herewith. (f) No Party shall have recourse whatsoever against any of the shareholders, trustees, directors, managers, members, officers, employees or representatives of the other Parties (including for such purposes, the shareholders, trustees, directors, managers, members, officers, employees, agents or representatives of any 34 Affiliate of a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without Party). Without limiting the generality of the foregoing, no “multiple Buyer, on behalf of earnings” itself and its Affiliates, and Sellers, on behalf of themselves, their Affiliates and Sellers Indemnified Parties, each hereby fully and irrevocably waives any right, claim or “multiple entitlement whatsoever against such trustees, directors, managers, members, officers, employees or representatives relating to any and all Losses suffered or incurred by any of cash flow” them arising from, based upon, related to, or similar valuation methodology shall be used in calculating the amount of any Lossesassociated with this Agreement.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained hereinin this Agreement, an Indemnifying Party the respective indemnification liabilities of the parties under this Agreement and any documents delivered in connection herewith or contemplated hereby shall not have any obligation under Section 6.02 unless and until be limited as follows: (ia) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, Except as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000otherwise provide in this Agreement, in which case no event shall Seller indemnify the Indemnifying Party shall Buyer Indemnitees, or be otherwise liable to the Buyer Indemnitees, for all any Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations hereinindemnification by Seller pursuant to Section 12.1(a) that in the aggregate exceed an amount equal to Seven Hundred Fifty Thousand Dollars ($750,000). (b) Notwithstanding anything The limitations on the indemnification of Seller set forth in Section 12.5(a) shall not apply to any intentional breach by Seller of any representation, warranty, covenant or obligation (it being understood that the intentional failure by Seller to disclose any specific item required to be disclosed pursuant to any representation or warranty of Seller in this Agreement shall constitute an intentional breach of such representation and warranty and that the failure to cure a breach shall not, by itself, be an intentional act or omission). (c) In no event shall Buyer indemnify the Seller Indemnitees, or be otherwise liable to the contrary contained hereinSeller Indemnitees, for any Losses subject to indemnification by Seller pursuant to Section 12.3(a) that in the aggregate exceed an amount equal to Seven Hundred Fifty Thousand Dollars ($750,000). (d) The limitations on the indemnification of Buyer set forth in Section 12.5(c) shall not apply to any intentional breach by Buyer of any representation, warranty, covenant or obligation (it being understood that the intentional failure by Buyer to disclose any specific item required to be disclosed pursuant to any representation or warranty of Buyer in this Agreement shall constitute an intentional breach of such representation and warranty and that the failure to cure a breach shall not, by itself, be an intentional act or omission). (e) The representations, warranties, covenants and agreements of the parties set forth in this Agreement shall survive the Closing for the applicable period set forth below; provided, however, that such indemnities shall survive with respect only to the specific matters that are the subject of a proper Claim Notice delivered in good faith in compliance with the requirements of Section 12.7 until the earlier to occur of (i) the date on which a final nonappealable resolution of a disputed matter described in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and a proper Claim Notice has been reached, or (ii) the date on which a disputed matter described in no event shall the aggregate liability a proper Claim Notice has otherwise reached final resolution. (1) Except as otherwise provided in this Agreement, all representations and warranties of an Indemnifying Party under Seller and Buyer contained in or made pursuant to this Agreement, all covenants, agreements or obligations of Seller and Buyer contained in or made pursuant to this Agreement exceed that are required to be performed prior to Closing, and the proceeds actually received by such party related indemnity obligations of Seller and Buyer contained in Section 12.1(a) and (b) and 12.3(a) and (b), respectively, shall survive Closing until and shall terminate on the third (3rd) anniversary of the Closing Date. (2) The indemnity obligations of Seller contained in Section 12.1 with respect to Taxes shall survive until the expiration of the applicable statute of limitations (or extensions or waivers thereof), except that the obligations contained in Section 10.2 shall survive until without time limit. (3) The covenant and indemnity obligation set forth in Section 12.2 shall survive Closing until the third (3rd) anniversary of the Closing Date; provided, however, that undisputed costs and expenses or matters subject to a proper Claim Notice pursuant to Section 12.7 shall survive until (i) the costs are paid, (ii) the date on which a final nonappealable resolution of a disputed matter described in a proper Claim Notice has been reached, or (iii) the date on which a disputed matter described in a proper Claim Notice has otherwise reached final resolution. (4) The indemnity obligations of Seller contained in Section 12.1 regarding any warranty of title with respect to parcels of Real Property or any warranty or representation of ownership of the Assets, shall survive without time limit. (5) The indemnity obligations of Seller contained in Section 12.1(c) and of Buyer in Section 12.3(c) shall survive without time limit. (f) Notwithstanding the foregoing, the parties acknowledge that a party shall be entitled to indemnification by the other party for Losses incurred by it with respect to any intentional misrepresentation, omission or fraud by the other party without any time limitation (it being understood that the failure to cure a breach shall not, by itself, be an intentional act or omission). (g) Notwithstanding any language contained in any Related Document (including deeds and other conveyance documents relating to the Real Property), the representations and warranties of Seller set forth in this Agreement will not be merged into any such Related Document and the indemnification obligations of Seller, and the limitations on such obligations, set forth in this Agreement shall control. No provision set forth in any such Related Document shall be deemed to enlarge, alter or amend the terms or provisions of this Agreement. (ch) Each Indemnified Party shall use reasonable efforts to mitigate all Losses For the purposes of this Article 12, once a determination has been made that a specific breach of a representation, warranty, covenant or agreement has occurred for which such Indemnified Party is or may be entitled to purposes of the indemnification obligation hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified calculation of Losses with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses specific breach shall be reduced by the amount of such insurance proceeds made without regard to any limitation or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect qualification as to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary materiality set forth hereinin such representation, in no event shall any party be entitled to recover warranty, covenant or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesagreement.

Limitations on Liability. IN NO EVENT SHALL EITHER PARTY'S LIABILITY HEREUNDER INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. (ae) Notwithstanding anything to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred Dispute Resolution. To be selected jointly by two mediators selected by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)parties. (b1) Notwithstanding anything If there is any controversy, dispute or claim arising out of or relating to interpretation or breach of this Agreement, the contrary contained hereinparties will endeavor to settle it promptly. (2) If such a dispute cannot be resolved, the parties will promptly initiate and participate in good faith mediation of the dispute, with the mediator to be selected jointly by the parties or, if the parties cannot agree upon a mediator, by a mediator to be selected jointly by two mediators selected by the parties. (i3) If the dispute is not resolved through mediation, the parties will promptly submit such dispute to binding arbitration in no event accordance with the Commercial Arbitration Rules and regulations of The American Arbitration Association ("AAA"), with the arbitrator to be a retired federal or state court judge jointly selected by the parties or, if the parties cannot agree, by an arbitrator that satisfies such qualifications and that is jointly selected by two arbitrators selected by the parties. Judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. (4) Nothing shall the aggregate liability prevent either party from directly seeking injunctive or other equitable relief from any court of competent jurisdiction in situations where damages would not adequately compensate for an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability alleged breach of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c5) Each Indemnified Party The prevailing party in any mediation, arbitration or legal action to enforce or interpret this Agreement shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover from the non-prevailing party all costs and expenses, including reasonable attorneys' fees, incurred in such action or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesproceeding.

Limitations on Liability. No party hereto shall be liable for any consequential (including lost profits), punitive, special, indirect or incidental damages under this Article VII (and no claim for indemnification hereunder shall be asserted) as a result of any breach or violation of any covenant or agreement of such party (including under this Article VII) in or pursuant to this Agreement, except to the extent a court of competent jurisdiction awards such damages to a third party in connection with a Third Party Claim. Other than with respect to any fraud, willful misconduct, or intentional misrepresentation, in no event shall Seller’s aggregate liability for Losses under Section 7.1(a) or Purchaser’s aggregate liability for Losses under Section 7.2 (a) Notwithstanding anything to exceed the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until Purchase Price less (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds Purchased Assets payments actually received by such party the Purchaser (and not required to be returned or reimbursed to Licensee or Seller, other than pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to any indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate the Purchaser hereunder) as of such Indemnified Party)the date any claim for Losses is made, the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any LossesSet-Off taken by the Purchaser (and not required to be returned or reimbursed to Seller) previously pursuant to Section 6.2(b) in respect of a breach of a representation or warranty set forth in Article III (but not a breach of a covenant set forth in Article V) underlying such Loss, and (b) Seller shall not have any liability for Losses under Section 7.1 and the Purchaser shall not have any liability for Losses under Section 7.2 unless and until the aggregate amount of all Losses incurred by the indemnified party equals or exceeds [***], in which event the indemnifying party shall be liable for Losses including such amount.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an Indemnifying Party OXIS shall not have any obligation liability under Section 6.02 this Agreement (including any liability for its own negligence) for damages, losses or expenses suffered by OPUS or its subsidiaries as a result of the performance or non-performance of OXIS' obligations hereunder, unless such damages, losses or expenses are caused by or arise out of the willful misconduct or gross negligence of OXIS or a breach by OXIS of any of the express provisions hereof; notwithstanding the foregoing to the extent OXIS has delivered non-conforming goods, or failed to deliver goods properly ordered hereunder, OXIS shall be responsible for promptly delivering conforming goods. Notwithstanding the foregoing, neither party shall be liable for, or considered to be in breach or default hereunder on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party's reasonable control (including acts of God, earthquakes, labor strife, and until (i) the Losses incurred by ability to obtain necessary raw materials from suppliers). IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT SUCH OTHER PARTY OR ITS SUBSIDIARIES OR ANY THIRD PARTY MAY INCUR OR EXPERIENCE ON ACCOUNT OF THE PERFORMANCE OR NON-PERFORMANCE OF SUCH PARTY'S OBLIGATIONS HEREUNDER. Furthermore, neither party shall be liable to the XLLC Indemnified Parties other party or the Acuitas Indemnified Party, as the case may be, to any third party with respect to any matter obligations or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, liabilities incurred by either party in which case the Indemnifying Party shall be liable for all Losses connection with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything their separate businesses unrelated to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant matters related to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. (a) Notwithstanding anything Other than with respect to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) breaches of the Losses incurred by Company Fundamental Representations, (ii) breaches of the XLLC Indemnified Parties or IP Representations, and (iii) Fraud, recovery from the Acuitas Indemnified PartyEscrow Fund shall be the sole and exclusive source of recovery (and, as for the case may beavoidance of doubt, with the Equityholders’ maximum aggregate liability) under Section 9.2(a)(i). With respect to any matter or series breaches of related matters for which indemnification is to be provided the IP Representations, the Equityholders’ maximum aggregate liability under Section 6.02(a9.2(a)(i) or 6.02(bshall not exceed forty percent (40%) as applicableof the Merger Consideration actually payable to the Equityholders. With the exception of a claim for Fraud against the Person who committed such Fraud, exceed $100,000, no Equityholder shall have any Liability under this Article IX in which case excess of the Indemnifying Party shall be liable for all Losses with respect Merger Consideration payable to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)Equityholder under this Agreement. (b) Notwithstanding anything Without limiting the effect of any other limitation contained in this Article IX, the indemnification provided for in Section 9.2(a)(i) shall not apply except to the contrary extent that the aggregate Damages against which the Parent Indemnitees would otherwise be entitled to be indemnified pursuant to Section 9.2(a)(i) exceeds $225,000 (the “Threshold”), in which event the Parent Indemnitees shall, subject to the other limitations contained herein, be entitled to be indemnified only for the amount of Damages in excess of the Threshold; provided, however, that this limitation shall not apply to any Damages related to (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and Fraud or (ii) in no event shall a breach of the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this AgreementCompany Fundamental Representations. (c) Each Indemnified Party Without limiting the effect of any other limitation contained in this Article IX, Parent shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may not be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, IX for any Damages to the payment under this Article VI with respect to such Losses shall be reduced by extent that the amount otherwise indemnifiable hereunder has been included in the calculation of such insurance proceeds the Initial Merger Consideration or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect taken into account pursuant to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesSection 2.7. (d) Notwithstanding anything The representations, warranties, agreements, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnitees and Equityholder Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Parent Indemnitees or Equityholder Indemnitees, as applicable. Solely for purposes of determining whether a breach or inaccuracy in any representation or warranty of the Company, on the one hand, or Parent and Merger Sub, on the other hand, has occurred, such breach or inaccuracy shall be deemed to have been made such representations and warranties without any qualifications as to materiality and, accordingly, all references herein and therein to “material,” “in all material respects,” “material adverse effect,” and similar qualifications as to materiality shall be deemed to be deleted therefrom; provided, however, that the contrary set forth hereinforegoing provisions of this sentence shall not apply with respect to any such qualifications contained within Section 4.5(a) or Section 4.6(a). (e) With the exception of the indemnification rights under Section 9.2(a)(vi) for liabilities for Pre-Closing Taxes arising out of the Excluded Assets Transfer, in no event Parent shall any party not be entitled to recover or make a any claim for indemnification directly against any amounts Equityholder until the Escrow Fund has been exhausted in respect of, and full. (f) Nothing in no event this Agreement shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting limit any remedy Parent may have against any Person for claims based on Fraud against the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any LossesPerson who committed such Fraud.

Limitations on Liability. (a) Notwithstanding anything The Partner Counterparty’s aggregate indemnity obligation to the contrary contained herein, an Indemnifying Party Buyer Indemnified Parties under Section 6(a) shall not have any obligation under Section 6.02 unless and until exceed the sum of (i) an amount equal to 100% of the Losses Purchase Price, (ii) additions to tax, interest and penalties imposed on, and including legal and other service costs incurred by the XLLC Buyer Indemnified Parties in connection with any resulting underpayment or the Acuitas excessive transfer of Transferred Tax Credits, including any penalty under Section 6418(g)(2)(A) of the Code, (iii) all costs incurred by each applicable Buyer Indemnified PartyParty in connection with enforcing its rights and remedies hereunder or in defending itself from any IRS or other adverse action caused hereby, as and (iv) any tax gross-up amount payable pursuant to Section 6(c) (the case may be“Indemnity Cap”), with respect except the Indemnity Cap shall not apply to any matter claims of or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything attributable to the contrary contained hereinfraud, (i) in gross negligence or willful misconduct of the Partner Counterparty, Seller or Affiliate of Exhibit 10.1 the Partner Counterparty or to any third party claims. In no event shall the aggregate Partner Counterparty have any liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect ofof any punitive, and in no event shall “Losses” be deemed to include indirectconsequential, expectationspecial, incidental, special or consequential damagesexemplary damages or any nature, including damages for lost profits or revenues or the loss or use of such profits or revenues, business interruptiondamages to reputation, exemplary or punitive and damages or diminution in value andfor lost opportunities, in particular each case to the extent constituting consequential damages, regardless of whether such claim is based upon contract, warranty, tort (including negligence and without limiting strict liability) or other theory of law (but not any such damages to the generality of extent required to be paid by a Buyer Indemnified Party pursuant to a judgment obtained by a third party against the foregoingBuyer for a claim for which the Partner Counterparty is required to provide an indemnity hereunder); provided, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology that any Tax Credit Loss for which the Partner Counterparty is obligated to indemnify the Buyer pursuant to Section 6(a) shall be used recoverable as damages subject to the limitations described in calculating the amount first sentence of any Lossesthis Section 6(b) and shall not constitute excludable punitive, consequential, special, incidental or exemplary damages. Each Buyer Indemnified Party (other than the Buyer) shall be an express third-party beneficiary of this Agreement for purposes of enforcing its rights pursuant to this Section 6.

Limitations on Liability. (a) Notwithstanding anything to Each Buyer Party and each Seller Party acknowledge and agree that the contrary contained hereinSeller Representative, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, in its capacity as the case may beSeller Representative, is a party to this Agreement, the Escrow Agreement and the other Ancillary Documents solely to perform certain administrative functions in connection with respect to any matter or series the consummation of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicablethe Transactions. Accordingly, exceed $100,000each Buyer Party and each Seller Party acknowledge and agree that the Seller Representative has no liability to, in which case the Indemnifying Party shall and will not be liable for all Losses any Costs of, any Party or any other Person in connection with respect any obligations of the Seller Representative under this Agreement, the Escrow Agreement, any other Ancillary Document or otherwise in connection with the Transactions, except to the extent such matter Costs are proven to be the direct result of gross negligence or matterswillful misconduct by the Seller Representative in connection with the performance of its obligations hereunder or thereunder. Each Seller Party acknowledges and agrees that no Buyer Party will be responsible for any obligations of the Seller Representative (or any failure to comply with such obligations), including for any amounts relating to the first $100,000 (subject to all other applicable requirements and limitations herein)Sellers’ Representative Costs. (b) Notwithstanding anything In the performance of its duties hereunder, the Seller Representative shall be entitled to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying rely upon any document or instrument reasonably believed to be genuine, accurate as to content and signed by any Seller Party under Section 6.02 exceed $1,000,000 or any other Party hereunder and (ii) assume that any Person purporting to give any notice in no event shall accordance with the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant provisions hereof has been duly authorized to this Agreementdo so. (c) Each Indemnified Seller Party shall use reasonable efforts to mitigate (i) agrees that all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained actions taken by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party)the Seller Representative under this Agreement, the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds Escrow Agreement, any other Ancillary Document or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred otherwise in connection with the Transactions shall be binding upon such recovery. If an Indemnified Seller Party receives and its successors as if expressly confirmed and ratified in writing by such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Seller Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) waives any and all claims and defenses which may be available to contest, negate or disaffirm the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality action of the foregoingSeller Representative taken in good faith under this Agreement, no “multiple of earnings” the Escrow Agreement, any other Ancillary Document or “multiple of cash flow” or similar valuation methodology shall be used otherwise in calculating connection with the amount of any LossesTransactions.

Limitations on Liability. (a) Notwithstanding anything The rights of a Purchaser Indemnified Party to assert claims against the contrary contained herein, an Indemnifying Holdback Fund under this Article 9 will be the sole and exclusive remedy of a Purchaser Indemnified Party shall not have for any obligation under Section 6.02 unless and until indemnification claims in respect of this Agreement (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, other than with respect to any matter injunctive relief available to any Purchaser Indemnified Party or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying any rights a Purchaser Indemnified Party shall be liable for all Losses may have against a particular Securityholder with respect to such matter representations and warranties of the Securityholder as are set forth in the Transmittal Letter executed and delivered by such Securityholder) and the transactions contemplated by this Agreement, and Purchaser Indemnified Parties will have no other rights or mattersremedies for money damages in connection with any breach of this Agreement or any other Loss arising out of the negotiation, including entry into or consummation of the first $100,000 transactions contemplated by this Agreement, and no Securityholder will have any liability in excess of its pro rata share of the then remaining amount in the Holdback Fund (subject in each case other than with respect to all other applicable requirements and limitations hereinsuch representations set forth in such Securityholder’s Transmittal Letter). After the Closing Date, no party may seek the rescission of the transactions contemplated by this Agreement. (b) The Holdback Fund will be the sole and exclusive source for the Purchaser Indemnified Parties to recover Losses for which they may be entitled under this Article 9. (c) Notwithstanding anything contained herein to the contrary contained hereincontrary, the Purchaser Indemnified Parties will not have any rights to indemnification under this Agreement unless and until all aggregate Losses subject to such indemnification collectively exceed $750,000 (the “Threshold”), whereupon such indemnification will thereafter be available (subject to the other provisions of this Agreement) solely with respect to the amount of such Losses that exceed the Threshold; provided, however, that the Threshold will not apply to (i) any inaccuracy in no event shall or breach of any representation or warranty of the aggregate liability of an Indemnifying Party under Company contained in Section 6.02 exceed $1,000,000 and 3.4 or (ii) the matters described in Sections 9.1(c) through 9.1(f) hereof (and Losses pursuant to any inaccuracy in or breach of such representation or warranty of the Company contained in Section 3.4 or the matters described in Sections 9.1(c) through 9.1(f) will not count toward the Threshold). (d) In no event shall will the aggregate liability of an Indemnifying Party Purchaser’s Liability under this Agreement exceed the proceeds actually received by such party pursuant to this Agreementamount of the Merger Consideration. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (de) Notwithstanding anything any other provision of this Agreement, nothing in this Agreement limits the Liability of a party to the contrary set forth herein, in no event shall any another party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesfraud by such party.

Limitations on Liability. (a) Notwithstanding anything to Neither the contrary contained herein, an Indemnifying Party Seller nor the Buyer shall not have any obligation liability for Losses under Section 6.02 this Agreement and the Synthetic Royalty Purchase Agreement unless and until (i) the aggregate amount of all Losses incurred by the XLLC Indemnified Parties Party under this Agreement and the Synthetic Royalty Purchase Agreement equals or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)exceeds [***]. (b) Except for claims arising from any breach by any party hereto of its confidentiality obligations under Article 7 or any Losses due to any fraud, gross negligence, willful misconduct, intentional misrepresentation or intentional breach, no party hereto shall be liable for any indirect, consequential (including lost profits), punitive, special or incidental damages under this Article 8 (and no claim for indemnification hereunder shall be asserted) as a result of any breach or violation of any covenant or agreement of such party (including under this Article 8) in or pursuant to this Agreement. Notwithstanding the foregoing, the Buyer shall be entitled to make indemnification claims, in accordance with the procedures set forth in this Article 8, for all such Losses that include any portion of the Purchased Receivables that the Buyer was entitled to receive but did not receive timely or at all due to any indemnifiable events under this Agreement, and such portion of the Purchased Receivables shall not be deemed indirect, consequential (including lost profits), punitive, special or incidental damages for any purpose of this Agreement; provided, however, that the Seller shall have no liability to the Buyer for any Permitted Reduction or Credit Event. (c) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, (i) in no event shall the Seller’s aggregate liability for all Losses (A) pursuant to Section 8.1(a)(i) of an Indemnifying Party this Agreement and (B) pursuant to Section 8.1(a)(i) under the Synthetic Royalty Purchase Agreement (including Losses for breaches of representations and warranties of the Seller under any traditional royalty purchase agreement(s) entered into in accordance with Section 6.02 6.8(c)(ii) or Section 6.8(e)(ii) of the Synthetic Royalty Purchase Agreement) exceed $1,000,000 in the aggregate the Losses Cap; and (ii) in no event shall the Buyer’s aggregate liability for all Losses (A) pursuant to Section 8.1(b)(i) of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party and (B) pursuant to this Agreement. Section 8.1(b)(i) under the Synthetic Royalty Purchase Agreement (c) Each Indemnified Party shall use reasonable efforts to mitigate all including Losses for which such Indemnified Party is breaches of representations and warranties of the Buyer under any traditional royalty purchase agreement(s) entered into in accordance with Section 6.8(c)(ii) or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation Section 6.8(e)(ii) of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred Synthetic Royalty Purchase Agreement) exceed in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) the Losses Cap. Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology the limitations set forth in this Section 8.3(c) shall be used in calculating the amount not apply to Losses arising out of any Lossesfraud, gross negligence, willful misconduct, intentional misrepresentation or intentional breach.

Limitations on Liability. (a) Notwithstanding the foregoing, the Sellers shall not be obligated to indemnify and hold harmless any Buyer Indemnitee from Damages, (i) in the case of a claim for Damages under Section 8.2(a) arising from a breach of representations and warranties relating solely and exclusively to any of the Subsidiaries, unless and until the aggregate amount of such Damages exceeds $4,500,000, (ii) in the case of any other claim for Damages under Section (a) for breach of any representation or warranty, unless and until the aggregate amount of such Damages exceeds $1,000,000 or (iii) in the case of any claim for Damages under Section 8.2(e), unless and until the aggregate amount of such Damages exceeds $10,000. The Buyer shall not be obligated to indemnify and hold harmless any Seller Indemnitee from Damages with respect to one or more claims under Section 8.3(a) for any breach of any representation or warranty, unless and until the aggregate amount of such Damages exceeds $4,500,000. The aggregate indemnification liability of the Sellers or the Buyer for Damages (other than any Damages derived from or attributable to any Employee Benefit Plan other than an Assumed Plan, any Tax Item, any Excluded Liabilities and any Designated Employee Liability) under this Agreement shall not exceed twenty-five percent (25%) of the Purchase Price. The aggregate indemnification liability of the Sellers for Damages attributable to any Designated Employee Liability under this Agreement shall not exceed $75,000. Notwithstanding the foregoing, nothing contained in the Management Certificate shall act to qualify, limit, or reduce Seller's indemnification obligations pursuant to Section 8.2, except with respect to those representations qualified by Sellers' Knowledge. Notwithstanding anything to the contrary contained herein, an Indemnifying Party Sellers shall not have be obligated to indemnify and hold harmless any obligation under Section 6.02 unless and until Buyer Indemnitee against indirect, special, incidental, consequential or punitive damages, except to the extent any of the foregoing constitute Damages payable to third parties by Buyer in connection with any third party claim. (b) Any indemnification payment made pursuant to this Agreement in respect of any claim (i) shall be net of any insurance proceeds realized by and paid to the Losses incurred indemnified party in respect of such claim; and (ii) shall be reduced by an amount equal to any tax benefits attributable to such claim, and increased by an amount equal to any taxes attributable to the XLLC Indemnified Parties receipt of such payment, but only to the extent that such tax benefits are actually realized, or the Acuitas Indemnified Partysuch taxes are actually paid, as the case may be, with respect by the Sellers or by the Buyer or by any consolidated, combined, or unitary group of which the Buyer or the Sellers are a member. The indemnified party shall use its reasonable efforts to make insurance claims relating to any matter or series of related matters claim for which it is seeking indemnification is pursuant to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party this Section. Any indemnity payment under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If treated as an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything adjustment to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossespurchase price.

Limitations on Liability. (a) Notwithstanding anything contained herein to the contrary contained hereincontrary, an no Indemnifying Party shall not have any obligation indemnification obligations under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, this Article XII with respect to any matter or series of related matters General Indemnified Losses until such time as the aggregate General Indemnified Losses for which the Acquiror Indemnified Parties are otherwise entitled to indemnification is to be provided under Section 6.02(a) hereunder equals or 6.02(b) as applicableexceeds $400,000 (the "Basket"), exceed $100,000at which point, in which case the Indemnifying Party shall be liable for the full amount of all such General Indemnified Losses with respect without regard to such matter or matters, including the first $100,000 (Basket. The Special Indemnified Losses are not subject to or limited in any way by the Basket, and the Indemnifying Parties shall be liable for the full amount of all other applicable requirements and limitations herein)such Special Indemnified Losses. (b) Notwithstanding anything The aggregate indemnification obligations under this Article XII with respect to the contrary contained herein, (i) in no event General Indemnified Losses shall be capped at 10% of the aggregate liability Merger Consideration. The rights of an Indemnifying Party under Section 6.02 exceed $1,000,000 the Acquiror Indemnified Parties to make claims against the Escrowed Shares, Escrowed Cash and (ii) in no event any proceeds thereof shall be the aggregate liability sole and exclusive remedy of an Indemnifying Party such Acquiror Indemnified Parties after the Closing with respect to any representation and warranty, covenant or agreement made by the Company under this Agreement exceed and with respect to the Parker/Hunter Dispute and no former stockholder, optionholde▇, ▇▇▇r▇▇▇▇▇▇der, director, officer, employee or agent of the Company shall have any personal liability hereunder to the Acquiror Indemnified Parties after the Closing in connection with the Merger. (c) If any matters giving rise to a claim of General Indemnified Losses pursuant to this Article XII by the Acquiror Indemnified Parties is reasonably likely to be covered by any insurance policy of Acquiror, then no amount shall be recovered pursuant to this Article XII unless and until such Acquiror Indemnified Parties shall have made all commercially reasonable efforts for a period of six months to obtain reimbursement for such General Indemnified Loss under such insurance policy, and then only to the extent aggregate insurance proceeds actually received by such party pursuant to this Agreement. Acquiror Indemnified Parties in respect of all Damages arising from such claim (cless any premium adjustments and similar charges made as a result of making such claim) Each Indemnified Party shall use are less than such Damages; provided, however, that if no insurance proceeds are received after making such commercially reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate upon the termination of such Indemnified Party)six month period, the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Acquiror Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make the full amount of such General Indemnified Losses. Matters giving rise to a claim for any amounts in respect of, and in no event of Special Indemnified Losses pursuant to this Article XII by the Acquiror Indemnified Parties shall “Losses” not be deemed subject to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Lossesthis Section 12.4(c)." 7. Exhibit 3.5;

Limitations on Liability. (a) Notwithstanding anything to the contrary contained hereinin this Agreement, an Indemnifying in the event a Contributee Indemnified Party has a claim for indemnification under Section 9.2 hereof: (a) Neither a Contributee Indemnified Party nor a Contributor Indemnified Party will be entitled to indemnity under Section 9.2(a)(i), Section 9.2(a)(iii) or Section 9.2(b)(i) of this Agreement with respect to claims for Losses until the aggregate amount for all claims for Losses exceeds $750,000 (the “Aggregate Basket Amount”), and thereafter, the Contributee Indemnified Parties shall be entitled to indemnity for the aggregate amount of all individual claims for Losses in excess of the Aggregate Basket Amount. (b) In the event a Contributee Indemnified Party is entitled to indemnity under Section 9.2(a)(i) (for breach of representations and warranties which survive one (1) year or less after the Closing Date) and Section 9.2(a)(iii), any such claim may be satisfied solely and exclusively against the Escrow Deposit. Therefore, the maximum aggregate liability of Contributor under Section 9.2(a)(i) (for breach of representations and warranties which survive one (1) year or less after the Closing Date) and Section 9.2(a)(iii) of this Agreement shall not exceed the Escrow Deposit, and Contributee Indemnified Parties shall have any obligation no further right to indemnity thereunder at such time as all cash or Contributee Units have been disbursed from the Escrow Account. Under no circumstance shall a Contributee Indemnified Party be entitled to recover an indemnity claim arising under Section 6.02 unless 9.2(a)(i) (for breach of representations and until warranties which survive one (i1) year or less after the Closing Date) and Section 9.2(a)(iii) of this Agreement directly against Contributor. In addition, in all circumstances, a Contributee Indemnified Party must first look to the Escrow Account with respect to an indemnity claim, including those arising under Section 9.2(a)(i) (for representations and warranties which survive longer than one (1) year after the Closing Date) and Section 9.2(a)(ii) of this Agreement, which are not limited to the Escrow Account. Contributee’s indemnification obligations under Section 9.2(b)(i) shall not exceed five percent (5%) of the Agreed Value. (c) The amount of any Losses incurred by the XLLC Indemnified Parties subject to indemnification under this ARTICLE IX shall be reduced or the Acuitas Indemnified Partyreimbursed, as the case may be, by any third party insurance proceeds, third party recoveries less the costs expended for such recoveries. Each Party shall, and shall cause their respective Indemnified Parties to, use Reasonable Efforts to collect any amounts available under such insurance coverage and from such other third party alleged to have responsibility. If a Contributee Indemnified Party receives an amount under insurance coverage or from such third party with respect to any matter or series Losses that were the subject of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable9.2 at any time subsequent to indemnification provided thereunder, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to then such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Contributee Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossespromptly reimburse Contributor. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses.

Limitations on Liability. Notwithstanding any other provision of this Agreement or applicable Law: (a) The Purchaser Indemnified Parties shall have the right to indemnification under Section 11.2(a), only if, and only to the extent that, the Purchaser Indemnified Parties shall have incurred indemnifiable Losses in excess of $750,000 (the “Deductible”), in which case the Purchaser Indemnified Parties shall have a right to payment for the amount of such Losses in excess of the Deductible; provided, however, that the limitations in this clause (a) shall not apply to any indemnification obligations of Seller arising from a breach of the Special Warranties. (b) Under no circumstances shall (i) the aggregate amount that the Purchaser Indemnified Parties are entitled to be paid or recover under or in connection with Section 11.2(a) exceed $22,500,000 or (ii) the aggregate amount that the Purchaser Indemnified Parties are entitled to be paid or recover under or in connection with Sections 11.2(c) or 11.2(e) exceed the Purchase Price. (c) Any payments required to be made by Seller under Section 11.2 and Article 10 shall be paid first from the Escrow Fund, in accordance with the terms of the Escrow Agreement, and then by Seller. (d) The Purchaser Indemnified Parties’ sole and exclusive remedy for any Losses arising as a result of any “Triggering Event” (as defined in the Second Escrow Agreement) shall be Purchaser’s right to receive payments under the Second Escrow Agreement and the Escrow Agreement (to the extent provided in Section 3.5 of the Second Escrow Agreement) as provided therein, and Purchaser on behalf of itself and each of the Purchaser Indemnified Parties, hereby waives, releases, and agrees not to assert any other rights or remedies for other Losses of any nature or kind with respect thereto, including any claim for indemnification under Section 11.2. (e) Except for Losses arising from a third-party claim, in no event shall any Indemnified Parties be indemnified against, held harmless for, paid for, or entitled to make a claim for or recover any special, punitive, exemplary, speculative, indirect, incidental or consequential damages or lost profits, any diminution of value or multiples of earnings, whether or not the possibility of such damages has been disclosed to the Indemnifying Party in advance or could have been reasonably foreseen by the Indemnifying Party. (f) Section 11.2 and Section 11.3 shall not apply in respect of Tax matters, which are covered by Article 10. (g) From and after the Closing, the sole and exclusive liability and responsibility of an Indemnifying Party or a Tax Indemnifying Person to an Indemnified Party or a Tax Indemnified Person, as applicable, 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 or failure to perform any covenant or obligation or for any other reason), and the sole and exclusive remedy of the Indemnified Parties or Tax Indemnified Persons, as applicable, with respect to any of the foregoing, shall be as set forth in this Article 11, Article 10 and, where applicable, the Escrow Agreement and the other Ancillary Agreements. To the extent that the Purchaser Indemnified Parties or Tax Indemnified Persons of Purchaser have any Losses for which they may assert any other right to indemnification, contribution or recovery from Seller or any Affiliate of Seller (whether under this Agreement, under any common law, or under any Environmental Law or any statute or otherwise), Purchaser on behalf of itself and its Affiliates, hereby waives, releases and agrees not to assert such right and agrees to cause each of the Purchaser Indemnified Parties and Tax Indemnified Persons of Purchaser to waive, release and agree not to assert such right. (h) Neither Seller nor any of its Affiliates shall have any liability under or otherwise in connection with this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby for any Loss (i) to the extent arising as a result of any action taken or omitted to be taken by Purchaser or any of its Affiliates in violation of this Agreement, (ii) to the extent arising from or relating to any matter disclosed on the Disclosure Letters (except as provided in paragraphs (c) through (e) of Section 11.2), (iii) to the extent arising from a change in Law that becomes effective after the Closing Date and (iv) to the extent such Loss is accrued, provided or reserved for in, or otherwise taken into account or rejected in connection with, (A) the calculation of the Final Net Asset Value Amount or the preparation of the Final Closing Net Asset Value Statement or (B) the calculation of the Final Closing Net Cash Amount or the Final Closing Net Cash Amount Statement. (i) Notwithstanding anything to the contrary contained herein, an Indemnifying Party the indemnification obligations under Section 11.2 shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorneylimit Purchaser’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled right to recover Losses that result from or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special arise out of fraud or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality intentional misrepresentation of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any LossesSeller.

Limitations on Liability. (ai) Notwithstanding anything to the contrary contained hereinin this Agreement, an Indemnifying no action or inaction by any Party or any of its Affiliates shall be deemed to be a breach of this Agreement for any purpose hereunder, and no Indemnified Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties claim or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying recourse against another Party shall be liable for all Losses with respect to such matter action or mattersinaction, including under this Section 7 or otherwise, if (x) the first $100,000 other Party or any of its Representatives was required to take or not to take such action pursuant to the terms of this Agreement or applicable Law or (subject y) such Party or any of its Representatives has directed or requested the other Party or any of its Representatives to all other applicable requirements and limitations herein)take or not take such action. (bii) Notwithstanding anything The liability of the Service Provider for Losses of any kind whatsoever arising from or relating to any Service or under or in connection with this Agreement (whether for breach of contract, tort, negligence, misrepresentation or otherwise) shall not exceed the contrary contained aggregate amount of Charges paid, and outstanding (whether disputed or otherwise), by the Service Recipient herein; provided that the foregoing limitation on liability shall not apply in the case of Losses suffered by the Service Recipient resulting from the gross negligence or intentional breach of the Service Provider. (iii) For all purposes of this Section 7, the “Losses” of an Indemnified Party shall be net of: (i) any recovery or benefit (including insurance and indemnification) payable to the Indemnified Party or any of its Affiliates (including, in no event the case of the Company, the NAM Companies and wholly owned subsidiaries of the NAM Companies) in connection with the facts giving rise to the right of indemnification and, if the Indemnified Party or any of its Affiliates (including, in the case of the Company, the NAM Companies and their respective wholly owned subsidiaries) receives such recovery or benefit after receipt of payment from the Indemnifying Party, then the amount of such recovery or benefit, net of reasonable expenses incurred in obtaining such recovery or benefit, shall be paid to the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 Party; and (ii) in no event shall any Tax benefit available to the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnificationof its Affiliates (including, contribution or similar obligation in the case of another Person (other than an Affiliate of such Indemnified Party)the Company, the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, NAM Companies and wholly owned subsidiaries of the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred NAM Companies) arising in connection with such recovery. If an Indemnified Party receives such insurance proceeds the accrual, incurrence or indemnity, contribution or similar payments after payment of any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (div) Notwithstanding anything Each Party shall, and shall cause its respective Affiliates to, take all reasonable steps to mitigate its Losses upon and after becoming aware of any event that could reasonably be expected to give rise to any Loss, and the contrary set forth herein, in no event Indemnified Party shall any party not be entitled to recover any payment, adjustment or make a claim indemnification more than once with respect to the same matter. (v) None of the Parties shall have any liability under or in connection with this Agreement (whether for breach of contract, tort, negligence, misrepresentation or otherwise) for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectationpunitive, incidental, consequential, special or consequential indirect damages, lost profits including loss of future profits, revenue or revenuesincome, business interruptiondamages based on a multiple of earnings, exemplary or punitive damages or diminution in value andor loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, in particular and without limiting the generality regardless of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losseswhether such damages were foreseeable.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained herein, an An Indemnifying Party shall not have only be obligated to indemnify any obligation Indemnified Persons under Section 6.02 unless and until 8.01 above for (i) Losses that equal or exceed $150,000 (the “Deductible”) in the aggregate and after which time an Indemnified Person shall be indemnified for Losses incurred by in excess of the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to Deductible and (ii) any matter individual or series of related matters Losses that equal or exceed $150,000, which Losses shall be counted towards the Deductible (for the avoidance of doubt, Losses associated with any claim for which indemnification is to unavailable hereunder solely by reason of the limitation described in the foregoing clause (ii) will not be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case counted towards determining if the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations hereinDeductible has been reached). (b) Notwithstanding anything The aggregate amount of all Losses for which the Owner shall be liable pursuant to the contrary contained herein, (i) Section 8.01 above shall not exceed $1,575,000 in no event shall the aggregate liability (the “Indemnity Cap”), provided, that, if the Losses are based on Section 5.02, Section 5.03, or intentional fraud, the Indemnity Cap shall be increased to as much as the total amount of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this AgreementMerger Consideration. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnificationEXCEPT FOR THIRD-PARTY CLAIMS UNDER ANY INDEMNITY PROVISION HEREIN, contribution or similar obligation of another Person ABSENT FRAUD, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (other than an Affiliate of such Indemnified PartyINCLUDING NEGLIGENCE), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnityARISING IN ANY WAY OUT OF THIS AGREEMENT, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such LossesWHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (d) Notwithstanding anything to the contrary set forth hereinin this Agreement, Owner shall not be liable pursuant to Section 8.01 above for any Taxes assessed by any Governmental Authority by reason of adjustments to the Company’s cost of goods sold or inventories or the disallowance of any costs or expenses under Section 280E of the Code, nor for Losses incurred in any Tax audit, litigation or other proceeding resulting in any such assessment. (e) Notwithstanding anything to the contrary in this Article VIII, and except for any acts or omissions by the Owner that constitute fraud, violation of Law or willful misconduct or failure to pay Taxes required to be paid by the Company or the Owner, in no the event the Owner becomes obligated to indemnify any Indemnified Persons for Losses, the Owner shall any party be entitled to recover pay all or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality portion of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of such Losses by surrendering in the following order, (i) up to the Holdback Amount, (A) that amount of the Hightimes Common Stock received by such Owner, which shall be valued at $1.00 per share, equal to such Losses, if a Merger Event has not occurred, or (B) that amount of Merger Event Common Stock received by such Owner, which shall be valued at the average closing prices of Hightimes for the five (5) trading days preceding the date on which such Merger Event Common Stock was surrendered, equal to such Losses, if a Merger Event has occurred, and (ii) the applicable balance of the Merger Shares received by such Owner, up to the amount of such Losses, subject, however, to the Indemnity Cap (each applicable amount, a “Recourse Amount”). The source of recovery for Losses of Hightimes and its Indemnified Persons pursuant to Section 8.01 above shall be recourse against the Holdback Amount; provided that to the extent the Recourse Amount exceeds the amount available in the Holdback Amount or if the Holdback Amount has been released to the Owner after the six-month Holdback Period, or to the extent that any Lossesacts or omissions by the Owner constitute intentional fraud, such source of recovery shall be the Merger Shares received by such Owner up to the extent of the Recourse Amount. (f) Any Losses for indemnification under this Agreement shall be determined without duplication of recovery due to the facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement, or being indemnifiable pursuant to more than one clause of Section 8.01 above. (g) The Owner shall not be liable under this Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Company and the Owner contained in this Agreement if Hightimes had knowledge of such inaccuracy or breach prior to the Closing. (h) Payments by an Indemnifying Party pursuant to Section 8.01 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 Person.

Limitations on Liability. (a) Notwithstanding anything Neither Seller Companies nor Purchaser shall in any event be liable to each other, the contrary contained hereinSeller Indemnified Persons or Purchaser Indemnified Persons, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000on account of any indemnity obligation set forth in this Article XI for any indirect, in which case consequential, special, incidental or punitive damages, subject to the Indemnifying Party remainder of this provision. The Seller Companies and Purchaser acknowledge and agree that for purposes of this Article XI, any damages actually paid by either of them to a third party shall be liable for all Losses with respect to such matter considered direct damages rather than indirect, consequential, special, incidental or matterspunitive damages. Further, including notwithstanding the first $100,000 (subject to all other applicable requirements foregoing and limitations herein). (b) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth herein, in no event shall any party be entitled to recover or make a claim for any amounts in respect ofthe parties acknowledge that the Purchase Price was calculated by multiplying 4 by the Seller’s Wholesale EBITDA, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality if any breach of the foregoingrepresentations and warranties of the Seller Companies in Article IV of this Agreement results from or is caused by the actual Wholesale EBITDA having been lower than the Wholesale EBITDA set forth on the Adjusted Wholesale P&L Statement, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology the parties agree that the difference shall constitute Losses hereunder, that all such Losses shall be used in calculating calculated by multiplying such difference by 4, and that the amount indemnified party shall be compensated for such Losses accordingly (subject to all the terms and conditions of this Article XI); provided, that, the calculation of Losses to determine if the Seller’s Basket has been satisfied shall use the multiplier of 1 (with the understanding, however, that once the Seller’s Basket is satisfied, all Losses will be paid on first-dollar basis, including but not limited to any LossesLosses based upon the multiplier of 4).

Limitations on Liability. Notwithstanding any other provision of this Agreement to the contrary: (a) Notwithstanding anything Except as set forth in SECTION 7.7(c) and SECTION 7.7(c) hereof, the maximum amount a Parent Indemnified Party may recover from a Stockholder individually pursuant to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the indemnity set forth in SECTION 7.2 hereof for Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses limited to the amounts held in the Escrow Fund with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)Stockholder. (b) Notwithstanding anything Except as set forth in SECTION 7.7(c) and SECTION 7.7(c) hereof, the maximum amount, in the aggregate, the Stockholder Indemnified Parties may recover from Parent and Sub pursuant to the contrary contained hereinindemnity set forth in SECTION 7.2 hereof shall be limited to an amount equal to $30 million; provided, (ihowever, that the limitations set forth in this SECTION 7.7(b) shall not apply to any failure by Parent or Sub to perform or comply with the covenants set forth in no event shall SECTION 5.14 or the aggregate liability obligation of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall Parent to deliver the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this AgreementMerger Consideration. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth hereinin this Agreement, nothing in no event this Agreement shall limit the liability of any party be entitled to recover or make a claim person for any amounts indemnification hereunder in respect ofof Losses arising out of any actual fraud on the part of such person, but the loss of such limitations of liability shall apply only to the party who committed actual fraud and not to any other person. (d) Subject to SECTION 7.7(c) hereof, the provisions of this ARTICLE VII and of SECTION 9.7 hereof are the sole and exclusive basis for the assertion of claims against, or the imposition of liability on, the Stockholders in connection with this Agreement, any other agreement or instrument executed or delivered pursuant to or in connection with this Agreement, or the Merger or other transactions contemplated hereby or thereby, whether based on contract, tort, statute, regulation, or otherwise. The Parent Indemnified Parties irrevocably waive and relinquish, and in no event shall “Losses” be deemed agree not to include indirectassert or pursue, expectation, incidental, special any claim not based on the provisions of this ARTICLE VII or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any LossesSECTION 9.7.

Limitations on Liability. (a) Notwithstanding anything to the contrary contained hereinIN NO EVENT SHALL ANY PARTY HERETO NOR ANY AFFILIATE OF ANY PARTY HAVE ANY LIABILITY UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY FOR ANY SPECIAL, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified PartyPUNITIVE, as the case may beEXEMPLARY, with respect to any matter or series of related matters for which indemnification is to be provided under Section 6.02(a) or 6.02(b) as applicableSPECULATIVE, exceed $100,000INDIRECT, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or mattersREMOTE OR CONSEQUENTIAL DAMAGES, including the first $100,000 (subject to all other applicable requirements and limitations herein)EXCEPT TO THE EXTENT THE SAME IS AWARDED TO A THIRD PARTY IN CONNECTION WITH A THIRD PARTY CLAIM. (b) Notwithstanding anything to For the contrary contained herein, (i) in no event shall the aggregate liability purpose of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by determining the amount of Loss, any “material,” “material respects,” “materiality,” or “Material Adverse Effect” (which shall instead be read as adverse effect or change) qualifiers or words of similar import contained in such insurance proceeds representation or indemnity, contribution or similar payments, less reasonable attorney’s fees warranty shall in each case be disregarded and other reasonable out-of-pocket expenses incurred in connection with such recoverywithout effect. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth hereinClosing occurs, in no event shall any party Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality rescission of the foregoing, no “multiple transactions consummated hereby. (c) For purposes of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating determining the amount of Losses for each indemnifiable claim against an Indemnifying Person (and any Lossesindemnification payments required to be made by such Indemnifying P▇▇▇▇), Losses shall be reduced by (i) any third-party insurance proceeds actually recovered with respect thereto, (ii) any indemnity, contributions or other similar payment actually received from any third party with respect thereto, and (iii) any Tax savings actually realized in the year such Loss is incurred and the subsequent year by any Indemnified Person that is attributable to any deduction or loss resulting from or arising out of such Loss. In any case where an Indemnified Person recovers any such amount described in this clause (c) or any other amount from a third party, in each case in respect of a matter for which an Indemnifying Person has made any indemnity payment for Losses to an Indemnified Person, such Indemnified Person shall promptly pay over to the Indemnifying Person the amount so recovered. Each Indemnified Person shall use its commercially reasonable efforts to obtain recoveries for indemnification claims through any insurance, indemnities, contributions or similar forms of payment available to that Indemnified Person or its Affiliates.

Limitations on Liability. (a) Notwithstanding anything 14.4.1 Sellers shall not be liable under this Agreement for any breach of any warranty or representation contained in this Agreement, except to the contrary contained herein, an Indemnifying Party shall not have any obligation under Section 6.02 unless and until (i) extent that the Losses incurred by aggregate amount of the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, Damages with respect to all such breaches of representations and warranties, MINUS the value of the favorable outcome of any matter or series of related the matters for which indemnification is referred to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 Schedule 14.4.1 (subject to all other applicable requirements and limitations herein). (b) Notwithstanding anything to the contrary contained hereinextent not included in 1997 EBITDA), shall exceed an aggregate of BEF 100,000,000 (i) in one hundred million). In no event shall the aggregate liability of Sellers for any breach of warranty or representation in this Agreement, after deduction of an Indemnifying Party aggregate of BEF 100,000,000 (one hundred million) for such all breaches of representations and warranties, exceed 50% (fifty per cent) of the Purchase Price; PROVIDED, HOWEVER, notwithstanding the foregoing, that Buyer shall be able to claim against Sellers for breaches of Paragraph 4.2. (Capitalization) up to an amount equal to the Purchase Price (without application of the deduction of BEF 100,000,000 set forth above), MINUS any amount paid to Buyer for other breaches, so that the total liability of Sellers shall never exceed the Purchase Price. 14.4.2 Sellers shall not be liable for any breach of any representation or warranty contained herein or made by Sellers under Section 6.02 exceed $1,000,000 or in connection with this Agreement unless Buyer shall have given written notice to Sellers of the basis of their claim within 12 months after the Closing; PROVIDED, HOWEVER, notwithstanding the foregoing, that Buyer shall be able to make a claim against Sellers for breaches of Paragraph 4.2. (Capitalization) at any time. 14.4.3 Buyer shall not be liable for any breach of any representation or warranty contained herein or made by Buyer under or in connection with this Agreement unless Sellers shall have given written notice to Buyer of the basis of their claim within 12 months after the Closing. 14.4.4 When computing the amount to be paid by an Indemnitor hereunder, there shall be deducted an amount equal to any insurance proceeds or tax benefits received by the Indemnitee. Without prejudice to Paragraph 16.9, any indemnity payment pursuant to this Article 14 shall be treated for all tax purposes as an adjustment to the Purchase Price, subject to Buyer's right to recognize income as a consequence of the receipt or accrual of any indemnity payment. 14.4.5 The limitations set forth in Paragraphs 14.4.1, 14.4.2 and 14.4.3 are expressly made inapplicable to any liability for breach or non- fulfillment of any covenants or agreements made herein by the parties. 14.4.6 Nothing contained in this Article 14 shall relieve a party from any liability based on fraudulent or intentional misrepresentation, including, without limitation, the delivery by a party of any certificate which contains any statements known by the party at the time of such delivery to be untrue in any material respect. 14.4.7 No party to this Agreement shall be liable in respect of any breach of any representation or warranty in this Agreement if, and to the extent that, such breach (i) occurs as a result of any legislation or amendment to existing legislation not in force as of the Closing Date, (ii) occurs as a result of any voluntary act, omission, transaction or arrangement after the date hereof of the other party hereto. 14.4.8 Sellers shall not be liable in no event shall the aggregate liability respect of an Indemnifying Party under any breach of any representation or warranty in this Agreement exceed the proceeds actually received by such party pursuant to this Agreement. (c) Each Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnificationif, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VI, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Losses. (d) Notwithstanding anything to the contrary set forth hereinextent that, a provision has been made in no event shall any party be entitled to recover or make the Company Financial Statements in a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting manner that reduced the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any LossesPurchase Price.

Limitations on Liability. (a) Neither Parent nor Buyer shall have any obligation to indemnify any Buyer Indemnified Party or any Seller Indemnified Party, respectively, pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), respectively, unless and until the aggregate of all Losses suffered or incurred by all Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, which would otherwise be subject to indemnification hereunder exceeds $1,000,000 (the “Deductible”) at which times such Buyer Indemnified Parties or Seller Indemnified Parties shall be entitled to be indemnified against all Losses in excess of such Deductible amount in accordance with the terms hereof; provided, however, that the Deductible shall not apply to any Excluded Claims. (b) Neither Parent nor Buyer shall have any obligation to indemnify any Buyer Indemnified Party or Seller Indemnified Party, as applicable, pursuant to Section 9.2(a)(i) or 9.2(b)(i), respectively, for aggregate Losses exceeding $20,000,000 (the “Cap”); provided, however, that the Cap shall not apply to any Excluded Claims. (c) Parent shall have no obligation to indemnify any Buyer Indemnified Party, pursuant to Section 9.2(a)(i) with respect to any Buyer Warranty Claim relating to Section 3.22 (Environmental Matters) for aggregate Losses exceeding forty percent (40%) of the Final Working Capital (as determined in accordance with Section 1.6). (d) Subject to the limitations contained in this Section 9.3, to the extent any Buyer Indemnified Party incurs any indemnifiable Losses under Section 9.2(a)(i), such Losses shall be satisfied first from funds contained in the Indemnity Escrow Account and thereafter from Parent. Notwithstanding anything to the contrary in this Agreement, Buyer and Parent acknowledge and agree that Four Million, Two Hundred Ninety-One Thousand, Eight Hundred Forty Dollars ($4,291,840) of the funds deposited into the Indemnity Escrow Amount were deposited in connection with the Sprint Receivable referenced in Exhibit D and shall be released to Parent by joint written instructions of the parties to the Escrow Agent upon payment in full to Buyer of such amount, whether by payment of the Sprint Receivable directly or by payment from Parent out of insurance recoveries as set forth in Section 9.3(f) below. If such payment in full has not been received by Buyer within the six (6) month period immediately following the Closing, Parent and Buyer agree to discuss the release of such amount on terms mutually acceptable to the parties. (e) Buyer and Parent acknowledge and agree that, should the Closing occur, the sole and exclusive remedy of the Indemnified Parties with respect to Losses arising out of the matters referenced in Section 9.2, shall be pursuant to the indemnification provisions set forth in this Article IX (or Section 6.1(c) as applicable), other than in the case of fraud or intentional misrepresentation. (f) Notwithstanding anything to the contrary contained hereinin this Agreement, an Indemnifying Party the amount of Losses that the Indemnified Parties (or any of them) may be entitled to indemnification pursuant to Section 9.2 shall not have be offset, on a dollar for dollar basis, against any obligation under Section 6.02 unless and until amounts actually received by the Indemnified Parties (ior any of them) in respect of the Losses incurred by forming the XLLC Indemnified Parties or basis of such claim for recovery from a third party under any insurance policy. In addition, Parent shall pay to Buyer any amounts recovered under any insurance policy in connection with the Acuitas Indemnified Party, as the case may be, with respect Sprint Receivable referenced in Exhibit D and shall use reasonable best efforts to any matter or series of related matters for which indemnification is collect all such amounts receivable pursuant to be provided under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)its insurance policies. (bg) Notwithstanding anything to the contrary contained herein, (i) in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement exceed the proceeds actually received by such party pursuant to this Agreement, Losses (other than Losses as a result of a payment or liability relating to a Third Party Claim), shall not include consequential damages, incidental damages, special damages, loss of profits, diminution in value or punitive damages. (ch) Each If a Buyer Indemnified Party shall use reasonable efforts to mitigate all Losses for which such Indemnified Party is or may would otherwise be entitled to indemnification hereunder. If any for Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified with respect to such Losses under this Article VIa Buyer Warranty Claim relating to Section 3.15(a)(v) or Section 3.25 (an “IP Claim”), then the payment under this Article VI with respect to such indemnifiable Losses shall be reduced by limited to the amount of such insurance proceeds or indemnity, contribution or similar payments, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after Losses attributable to any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount pre-Closing operation of such insurance proceeds the Business, (ii) Products or indemnityThird Party Products in inventory at the Effective Time, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) Third Party Products which, as of the aggregate amount paid by Acuitas Effective Time, the Company is obligated to purchase (whether pursuant to outstanding purchase orders or XLLC to all applicable Indemnified Parties with respect to such Lossesotherwise). (di) Notwithstanding anything to the contrary set forth hereinin this Agreement, in no event a Buyer Indemnified Party shall any party be entitled use commercially reasonable efforts to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed seek recovery of Losses relating to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality IP Claims attributable to Third Party Products from suppliers of the foregoingCompany. Except with the prior written consent of Parent (which shall not be unreasonably withheld), no “multiple a Buyer Indemnified Party will not enter into any settlement with such suppliers for less than one hundred percent (100%) of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of such Losses relating to IP Claims attributable to Third Party Products. (j) Parent shall have no obligation to indemnify any Buyer Indemnified Party pursuant to Section 9.2(a)(i) with respect to any Buyer Warranty Claim relating to Section 3.9 (Accounts Receivable; Accounts Payable) or Section 3.28 (Inventory) for Losses to the extent the value of the inventory or receivables set forth in the Closing Statement reflected the amount of such Losses. (k) Nothing in this Section 9.3 shall limit the indemnification obligations of the parties under the Supply Agreement; provided, however, that Buyer may not recover for the same Losses under both this Agreement and the Supply Agreement.

Limitations on Liability. (a) Notwithstanding anything Subject to this Article XI, except in the contrary contained hereinevent of Fraud, an Indemnifying Party shall not have any obligation under Section 6.02 unless after the Closing, the sole and until (i) the Losses incurred by the XLLC Indemnified Parties or the Acuitas Indemnified Party, as the case may be, exclusive remedy of Buyer and its Affiliates with respect to the breach of any matter representations and warranties of Seller in this Agreement shall be limited to the R&W Policy (including, for the avoidance of doubt, whether ▇▇▇▇▇ obtains such R&W Policy at or series after the Closing, if at all, and maintains, following the Closing, the R&W Policy, whether the R&W Policy is revoked, cancelled or modified in any manner after the Closing, or whether any Proceeding by Buyer or any of related matters its Affiliates or Representatives is denied under the R&W Policy). For the avoidance of doubt, the absence of coverage under the R&W Policy for which indemnification is any reason, including due to exclusions from coverage thereunder or the failure of the R&W Policy to be provided in full force and effect for any reason, shall not expand, alter, amend, change or otherwise affect Seller’s or its Affiliates’ or Representatives’ or any of their respective successors’ and assigns’ liability under Section 6.02(a) or 6.02(b) as applicable, exceed $100,000, in which case the Indemnifying Party shall be liable for all Losses with respect to such matter or matters, including the first $100,000 (subject to all other applicable requirements and limitations herein)this Agreement. (b) Notwithstanding anything to the contrary contained herein, (i) except in the event of Fraud, in no event shall the aggregate liability of an Indemnifying Party under Section 6.02 exceed $1,000,000 the Seller in connection with this Agreement, including the transactions contemplated herein and (ii) in no event shall the aggregate liability of an Indemnifying Party under this Agreement therein, exceed the proceeds actually received by such party pursuant to this AgreementPurchase Price. (c) Each The Seller Indemnified Parties shall take, and shall cause Seller Indemnified Parties to take, all commercially reasonable steps to mitigate a Loss upon becoming aware thereof and of the event which gives rise thereto. Such Seller Indemnified Parties will each also use commercially reasonable efforts to pursue claims and collect any amounts to which they may be entitled under insurance policies or from third parties (pursuant to indemnification agreements or otherwise). The Parties agree that no Seller Indemnified Party shall use have any recourse under this Article XI for any Losses that such Seller Indemnified Party would not have suffered had such Seller Indemnified Party exercised commercially reasonable efforts to mitigate such Losses within a reasonable amount of time following the discovery by such Seller Indemnified Party of the fact, event or circumstance giving rise to such Losses (and for a Seller Indemnified Party that is not a natural Person, the bringing to the attention of a responsible officer thereof of such fact, event or circumstance). Notwithstanding anything to the contrary herein, nothing in this Article XI shall operate to waive any Indemnified Party’s common law duty to mitigate any Losses. (d) The amount of any and all Losses for which such Indemnified Party is or may indemnifiable under this Agreement shall be entitled to indemnification hereunder. If determined net of any Losses sustained amounts actually recovered by an Indemnified Party are covered by an insurance policy (or an indemnification, contribution or similar obligation any of another Person (other than an Affiliate of such Indemnified Party), the applicable Indemnifying Party shall cause such Indemnified Party to use reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified its Affiliates) with respect to such Losses under this Article VIfrom any third party, the payment under this Article VI with respect to such Losses shall be reduced by the amount of such insurance proceeds or including any indemnity, contribution or other similar paymentspayment, less or under or pursuant to any insurance policy pursuant to which or under which such Indemnified Party (or any of its Affiliates) has rights, it being understood that any amounts recovered under or pursuant to any insurance policy shall be calculated net of any reasonable attorney’s fees costs associated with pursuing such insurance proceeds and other reasonable out-of-pocket costs and any costs or expenses incurred attributable to increases in connection with such recovery. If an Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after any Indemnified Party is indemnified with respect to some or all of such Losses, XLLC or Acuitas, as the case may be, shall pay or shall cause such Indemnified Party to pay to Acuitas or XLLC, as the case may be, the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid by Acuitas or XLLC to all applicable Indemnified Parties with respect to such Lossespremiums. (de) Notwithstanding anything to the contrary set forth hereincontained in this Agreement, in under no event shall circumstances will any party Party or any of its Affiliates be entitled to recover more than one time for any Loss under this Agreement, and to the extent a Party or make any of its Affiliates is compensated (f) No indemnifying Person will be liable for any Losses that are subject to indemnification under Section 11.2 or Section 11.3 unless a written demand for indemnification under this Agreement is delivered by the indemnified Person to the indemnifying Person with respect thereto prior to 5:00 P.M. Central Time on the date pursuant to Section 11.1 on which the applicable survival period expires, to assert a claim for any amounts indemnification describing such claim in respect ofreasonable detail, including the factual circumstances giving rise to and in no the provisions under this Agreement on which such claim is based. In the event shall “Losses” be deemed to include indirect, expectation, incidental, special or consequential damages, lost profits or revenues, business interruption, exemplary or punitive damages or diminution in value and, in particular and without limiting the generality of the foregoing, no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount notice of any Lossesclaim for indemnification under this Article XI has been given within the applicable survival period, the representations, warranties or covenants that are the subject of such indemnification claim shall survive solely with respect to such claim until such time as such claim is finally resolved, it being understood that such representations, warranties and covenants shall not survive with respect to any other claim that has not been timely given within such survival period.