Common use of Limitations on Rights of Indemnification Clause in Contracts

Limitations on Rights of Indemnification. (a) The Sellers and the Seller Indemnitors shall not be required to indemnify the Buyer Indemnitees under Section 9.2 or Section 9.3(a) unless and until the aggregate amount of Losses incurred by the Buyer Indemnitees thereunder exceeds $510,000.00 (the “Deductible Amount”), in which event the Buyer Indemnitees shall be entitled to recover only such Losses in excess of the Deductible Amount; provided, however, that (i) no Buyer Indemnitee shall be entitled to make any claim under Section 9.2 or Section 9.3(a) in respect of any Individual Matter unless such claim is for Losses in excess of $25,000.00 (the “Per Claim Amount”), and (ii) the Deductible Amount and the Per Claim Amount shall not apply with respect to any claim arising from the breach of a Fundamental Representation or Fraud. (b) The Sellers’ and Seller Indemnitors’ aggregate maximum liability to the Buyer Indemnitees under Section 9.2 and/or 9.3(a) shall not exceed the amount of then-remaining Indemnity Escrow Funds (the “Escrow Cap”), and there shall be no further recovery under Section 9.2 or 9.3(a) by the Buyer Indemnitees once the Indemnity Escrow Funds are exhausted or released; provided that the Escrow Cap shall not apply to claims arising from the breach of any of the representations or warranties contained in Section 3.4 (Ownership of the Shares and Units) (the “Ownership Representations”) or Section 4.17 (Taxes) (the “Tax Representations”) or claims based on Fraud, such that, subject to the limitations set forth in Section 9.5(c), (i) the Buyer Indemnitees shall be permitted to pursue a Seller for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from (A) any breach of the Ownership Representations by such Seller, or (B) Fraud under Article III of such Seller, and to the extent that the Buyer Indemnitees are unable to recover such Losses to which they are entitled hereunder from such Seller, then such Buyer Indemnitees shall be permitted to pursue for such unrecovered Losses other Sellers in accordance with their Allocation Percentages, (ii) the Buyer Indemnitees shall be permitted to pursue a Seller Indemnitor for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from (A) any breach of the Tax Representations by such Seller Indemnitor, or (B) Fraud under Article IV of such Seller Indemnitor, and to the extent that the Buyer Indemnitees are unable to recover such Losses to which they are entitled hereunder from such Seller Indemnitor, then such Buyer Indemnitees shall be permitted to pursue for such unrecovered Losses other Seller Indemnitors in accordance with their Allocation Percentages, and (iii) the Buyer Indemnitees shall be permitted to pursue Seller Indemnitors in accordance with their Allocation Percentages for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from any breach of the Tax Representations by either Company. Notwithstanding the limitations set forth in this Section 9.5(b), Buyer, on behalf of itself and each other Buyer Indemnitee, acknowledges and agrees that the sole and exclusive remedy of any Buyer Indemnitee beyond the Escrow Cap for any claim related to, arising under or in connection with or pursuant to Section 9.2 or 9.3(a) (other than with respect to any claim arising from the breach of the Ownership Representations, Tax Representations or Fraud) shall be to make a claim against the R&W Insurance Policy. Buyer, on behalf of itself and each other Buyer Indemnitee, further acknowledges and agrees that the provisions of this Section 9.5(b) shall apply regardless if (i) Buyer obtains at or following Closing or maintains following Closing the R&W Insurance Policy, (ii) the R&W Insurance Policy is revoked, cancelled or modified in any manner after issuance, or (iii) any Buyer Indemnitee makes a claim under the R&W Insurance Policy and such claim is denied by the insurer for any reason, including, but not limited to, a situation where a claim is covered but full indemnity is not granted due to erosion or exhaustion of limits. (c) The Sellers’ and Seller Indemnitors’ aggregate maximum liability to the Buyer Indemnitees under (i) Section 9.2 with respect to any claim arising from the breach of the Ownership Representations, and (ii) Sections 9.3(b) through (e), or with respect to claims based on Fraud, shall not exceed an amount equal to the Final Purchase Price (the “Purchase Price Cap”). (d) Notwithstanding anything contained in this Agreement to the contrary, in no event shall the aggregate amount of all Losses indemnifiable by the Sellers and the Seller Indemnitors under this Article IX exceed the Final Purchase Price. (e) Solely for the purpose of determining the existence of, and calculating the amount of any Losses arising out of or resulting from, any breach of any representation or warranty of the Sellers or the Seller Parties contained in this Agreement (other than any breach of any representation or warranty contained in the second sentence of Section 4.5(a) (Financial Statements) or Section 4.8(a) (Absence of Changes)), such representation or warranty shall be read without regard to any Material Adverse Effect or materiality qualifiers contain therein (provided, for the avoidance of doubt, that other defined terms that include the word “material” shall be read to include such word). (f) Notwithstanding anything to the contrary in this Article IX, all claims for indemnification by the Buyer Indemnitees shall be satisfied (i) first from the Indemnity Escrow Funds until the Indemnity Escrow Funds are exhausted or released, and (ii) thereafter, from and against the R&W Insurance Policy; provided that (A) claims arising under Sections 9.3(b) through (e) shall be satisfied from the Seller Indemnitors directly in accordance with their Allocation Percentages, and (B) claims arising from the breach of the Ownership Representations or Fraud shall be satisfied from the Sellers or Seller Indemnitors, as applicable, directly, in accordance with Section 9.5(b). In furtherance, and not in limitation, of the provisions of Section 9.5(b), the Buyer Indemnitees shall first pursue (x) all claims based on Fraud against the Seller or the Seller Indemnitor responsible for such Fraud, and (y) all claims arising from any breach of the Ownership Representations against the Seller that committed such breach. (g) Except as set forth below, (i) Buyer shall not be required to indemnify the Sellers under Section 9.4(a) unless and until the aggregate amount of all such Losses incurred by the Sellers thereunder exceeds the an amount equal to the Deductible Amount, in which event the Sellers shall be entitled to recover only such Losses in excess of such amount; provided, however, that (i) no Seller Indemnitee shall be entitled to make any claim under Section 9.4(a) in respect of any Individual Matter unless such claim is for Losses in excess of the Per Claim Amount; provided, that the limitations of this Section 9.5(e)(i) shall not apply to claims for indemnification in respect of breaches of the Buyer Fundamental Representations or, for the avoidance of doubt, with respect to claims of Fraud, and (ii) Buyer’s maximum liability to the Sellers under Section 9.4(a) shall not exceed and amount equal to the Escrow Cap; provided, that the limitations of this Section 9.5(e)(ii) shall not apply to claims for indemnification in respect of breaches of the Buyer Fundamental Representations or, for the avoidance of doubt, with respect to claims of Fraud. (h) Notwithstanding anything herein to the contrary, in no event shall any party hereto be liable to the other party, and in no event shall the Sellers or the Seller Indemnitors be liable to any Buyer Indemnitee, for any Losses or other amounts under this Agreement that are punitive damages, exemplary or consequential damages, special damages, speculative damages, damages that are not the reasonably foreseeable consequence of the breach giving rise to such Losses or multiples of earnings, profits or revenues, except, in each case, to the extent such damages are required to be paid to a third party. (i) Other than with respect to claims for specific performance, from and after the Closing, the rights of the Seller Indemnitees and the Buyer Indemnitees under this Article IX (including, for the avoidance of doubt, recovery under the R&W Insurance Policy) shall be the sole and exclusive remedies of the Seller Indemnitees and the Buyer Indemnitees, respectively, with respect to claims under this Agreement or otherwise relating to the Transaction. (j) Each of the Seller Indemnitees and the Buyer Indemnitees shall take reasonable steps to mitigate all indemnifiable Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses hereunder so long as such mitigation does not disrupt the ongoing business operations of the Seller Indemnitees or the Buyer Indemnitees. For the avoidance of doubt, any out-of-pocket costs of the indemnified party incurred in connection with any mitigation undertaken pursuant to this Section 9.4(j) shall be deemed “Losses” of the indemnified party; provided, that such costs shall be reasonably incurred. (k) Buyer shall have the right, irrespective of any investigation of Buyer, its Affiliates, agents or representatives, to rely fully on the representations, warranties and covenants of the Sellers and each of the Companies expressly set forth herein.

Limitations on Rights of Indemnification. (a) The Sellers and the Seller Indemnitors shall not be required to indemnify the Buyer Indemnitees under pursuant to Section 9.2 or Section 9.3(a7.2(a) unless and until the aggregate amount of Losses incurred by the Buyer Indemnitees thereunder exceeds $510,000.00 750,000 (the “Deductible Basket Amount”), in which event the Buyer Indemnitees shall be entitled to recover only such Losses in excess of the Deductible AmountBasket Amount (subject to the other applicable provisions of this Agreement); provided, however, that (i) no Buyer Indemnitee shall be entitled to make any claim under Section 9.2 or Section 9.3(a) in respect of any Individual Matter unless such claim is for Losses in excess of $25,000.00 (the “Per Claim Amount”), and (ii) the Deductible Amount and the Per Claim Basket Amount shall not apply to Indemnification Claims for Losses incurred, suffered or sustained by any Buyer Indemnitee as a result of, arising out of, in connection with respect or relating to any claim arising from breach or inaccuracy of the breach of a Fundamental Representation or FraudRepresentations. (b) The Sellers’ and Seller Indemnitors’ aggregate maximum liability of Seller to the Buyer Indemnitees under pursuant to Section 9.2 and/or 9.3(a7.2(a) shall not exceed the amount of then-remaining Indemnity Escrow Funds $15,000,000 (the “Escrow Basic Cap”), and there shall be no further recovery under Section 9.2 except with respect to Indemnification Claims for Losses incurred, suffered or 9.3(a) sustained by the Buyer Indemnitees once the Indemnity Escrow Funds are exhausted or released; provided that the Escrow Cap shall not apply to claims arising from the breach of any of the representations or warranties contained in Section 3.4 (Ownership of the Shares and Units) (the “Ownership Representations”) or Section 4.17 (Taxes) (the “Tax Representations”) or claims based on Fraud, such that, subject to the limitations set forth in Section 9.5(c), (i) the Buyer Indemnitees shall be permitted to pursue a Seller for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from (A) any breach of the Ownership Representations by such Seller, or (B) Fraud under Article III of such Seller, and to the extent that the Buyer Indemnitees are unable to recover such Losses to which they are entitled hereunder from such Seller, then such Buyer Indemnitees shall be permitted to pursue for such unrecovered Losses other Sellers in accordance with their Allocation Percentages, (ii) the Buyer Indemnitees shall be permitted to pursue a Seller Indemnitor for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from (A) any breach of the Tax Representations by such Seller Indemnitor, or (B) Fraud under Article IV of such Seller Indemnitor, and to the extent that the Buyer Indemnitees are unable to recover such Losses to which they are entitled hereunder from such Seller Indemnitor, then such Buyer Indemnitees shall be permitted to pursue for such unrecovered Losses other Seller Indemnitors in accordance with their Allocation Percentages, and (iii) the Buyer Indemnitees shall be permitted to pursue Seller Indemnitors in accordance with their Allocation Percentages for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from any breach of the Tax Representations by either Company. Notwithstanding the limitations set forth in this Section 9.5(b), Buyer, on behalf of itself and each other Buyer Indemnitee, acknowledges and agrees that the sole and exclusive remedy of any Buyer Indemnitee beyond the Escrow Cap for any claim related toas a result of, arising under or out of, in connection with or pursuant to Section 9.2 or 9.3(a) (other than with respect relating to any claim arising from the breach or inaccuracy of the Ownership Fundamental Representations, Tax Representations or Fraud) shall be to make a claim against the R&W Insurance Policy. Buyer, on behalf of itself and each other Buyer Indemnitee, further acknowledges and agrees that the provisions of this Section 9.5(b) shall apply regardless if (i) Buyer obtains at or following Closing or maintains following Closing the R&W Insurance Policy, (ii) the R&W Insurance Policy is revoked, cancelled or modified in any manner after issuance, or (iii) any Buyer Indemnitee makes a claim under the R&W Insurance Policy and such claim is denied by the insurer for any reason, including, but not limited to, a situation where a claim is covered but full indemnity is not granted due to erosion or exhaustion of limits. (c) The Sellers’ and Seller Indemnitors’ aggregate maximum liability of Seller to the Buyer Indemnitees under (i) pursuant to Section 9.2 with respect to any claim arising from the breach of the Ownership Representations, and (ii) Sections 9.3(b) through (e), or with respect to claims based on Fraud, 7.2 shall not exceed an amount equal to the Final Purchase Price (the “Purchase Price Cap”Price, except with respect to Indemnification Claims for Losses incurred, suffered or sustained by any Buyer Indemnitee pursuant to Section 7.2(c). (d) Notwithstanding anything contained in this Agreement to the contrary, in no event shall the aggregate amount of all Losses indemnifiable by the Sellers and the Seller Indemnitors under this Article IX exceed the Final Purchase Price. (e) Solely for the purpose of determining the existence of, and calculating the amount of any Losses arising out of or resulting from, any breach of any representation or warranty of the Sellers or the Seller Parties contained in this Agreement (other than any breach of any representation or warranty contained in the second sentence of Section 4.5(a) (Financial Statements) or Section 4.8(a) (Absence of Changes)), such representation or warranty shall be read without regard to any Material Adverse Effect or materiality qualifiers contain therein (provided, for the avoidance of doubt, that other defined terms that include the word “material” shall be read to include such word). (f) Notwithstanding anything to the contrary in this Article IX, all claims for indemnification by the Buyer Indemnitees shall be satisfied (i) first from the Indemnity Escrow Funds until the Indemnity Escrow Funds are exhausted or released, and (ii) thereafter, from and against the R&W Insurance Policy; provided that (A) claims arising under Sections 9.3(b) through (e) shall be satisfied from the Seller Indemnitors directly in accordance with their Allocation Percentages, and (B) claims arising from the breach of the Ownership Representations or Fraud shall be satisfied from the Sellers or Seller Indemnitors, as applicable, directly, in accordance with Section 9.5(b). In furtherance, and not in limitation, of the provisions of Section 9.5(b), the Buyer Indemnitees shall first pursue (x) all claims based on Fraud against the Seller or the Seller Indemnitor responsible for such Fraud, and (y) all claims arising from any breach of the Ownership Representations against the Seller that committed such breach. (g) Except as set forth below, (i) Buyer shall not be required to indemnify the Sellers Seller Indemnitees under Section 9.4(a7.3(a) unless and until the aggregate amount of all such Losses incurred by the Sellers Seller Indemnitees thereunder exceeds the an amount equal to the Deductible Basket Amount, in which event the Sellers Seller Indemnitees shall be entitled to recover only such all Losses in excess from the first dollar of such amount; provided, however, that Loss. 165530988v21 (ie) no Seller Indemnitee shall be entitled to make any claim under Section 9.4(a) in respect of any Individual Matter unless such claim is for Losses in excess of the Per Claim Amount; provided, that the limitations of this Section 9.5(e)(i) shall not apply to claims for indemnification in respect of breaches of the Buyer Fundamental Representations or, for the avoidance of doubt, with respect to claims of Fraud, and (ii) Buyer’s The maximum liability of Buyer to the Sellers under Seller Indemnitees pursuant to Section 9.4(a7.3(a) shall not exceed and the Basic Cap. (f) The maximum liability of Buyer to the Seller Indemnitees pursuant to Section 7.3 shall not exceed an amount equal to the Escrow Cap; providedPurchase Price, that the limitations of this Section 9.5(e)(ii) shall not apply to claims for indemnification in respect of breaches of the Buyer Fundamental Representations or, for the avoidance of doubt, except with respect to claims of FraudIndemnification Claims for Losses incurred, suffered or sustained by any Seller Indemnitee based on Section 7.3(c). (g) Notwithstanding anything to the contrary herein, there shall be no maximum liability with respect to (i) Indemnification Claims brought by Buyer Indemnitees pursuant to Section 7.2(c) or (ii) Indemnification Claims brought by Seller Indemnitees pursuant to Section 7.3(c). (h) Notwithstanding anything herein Solely for calculating the amount of any Losses arising out of or resulting from any breach of any representation or warranty of Seller contained in this Agreement, but not for the purpose of determining whether such breach has occurred, the references to the contrary“material,” “in all material respects,” “Material Adverse Effect” or other materiality qualifications (or correlative terms), including as expressed in no event accounting concepts, shall any party hereto be liable to the other party, and in no event shall the Sellers or the Seller Indemnitors be liable to any Buyer Indemniteedisregarded; provided that, for any Losses or other amounts all purposes under this Agreement that are punitive damagesAgreement, exemplary or consequential damages, special damages, speculative damages, damages that are not the reasonably foreseeable consequence representations and warranties of the breach giving rise parties contained in this Agreement shall be read to include such Losses terms and phrases as used in that portion of any representation or multiples of earnings, profits or revenues, except, warranty that requires Seller to provide lists in each case, to the extent such damages are required to be paid to a third partyDisclosure Schedules. (i) Other than with respect to claims for specific performance, from and No right of indemnification under this ARTICLE 7 shall be limited by reason of any investigation or audit conducted before or after the Closing or the knowledge of any Party of any breach of representation, warranty, covenant or agreement by another Party at any time, or the decision of any Party to complete the Closing, the rights of the Seller Indemnitees and the Buyer Indemnitees under this Article IX (including, for the avoidance of doubt, recovery under the R&W Insurance Policy) shall be the sole and exclusive remedies of the Seller Indemnitees and the Buyer Indemnitees, respectively, with respect to claims under this Agreement or otherwise relating . Notwithstanding anything to the Transaction. (j) Each of the Seller Indemnitees and the Buyer Indemnitees shall take reasonable steps to mitigate all indemnifiable Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses hereunder so long as such mitigation does not disrupt the ongoing business operations of the Seller Indemnitees or the Buyer Indemnitees. For the avoidance of doubtcontrary herein, any out-of-pocket costs of the indemnified party incurred in connection with any mitigation undertaken pursuant to this Section 9.4(j) shall be deemed “Losses” of the indemnified party; provided, that such costs shall be reasonably incurred. (k) Buyer shall have the right, irrespective of any knowledge or investigation of Buyer, its Affiliates, agents or representatives, to rely fully on the representations, warranties warranties, covenants and covenants agreements of the Sellers and each of the Companies expressly set forth Seller contained herein.

Limitations on Rights of Indemnification. (a) The Sellers and the Except as set forth below, (i) Seller Indemnitors shall not be required to indemnify the Buyer Indemnitees under Section 9.2 or Section 9.3(a7.2(a) unless and until the aggregate amount of Losses incurred by the a Buyer Indemnitees Indemnitee thereunder exceeds $510,000.00 110,000.00 (the “Deductible Threshold Amount”), in which event the Buyer Indemnitees shall be entitled to recover only all such Losses in excess of the Deductible Amount; Threshold Amount (provided, however, that (i) no Buyer Indemnitee the Threshold Amount shall be entitled not apply to make any claim under Section 9.2 or Section 9.3(a) claims for indemnification in respect of any Individual Matter unless such claim is inaccuracy in or breach of any of the Fundamental Representations or Section 3.9, or, for Losses in excess the avoidance of $25,000.00 (the “Per Claim Amount”)doubt, any claims of fraud) and (ii) the Deductible Amount and the Per Claim Amount shall not apply with respect to any claim arising from the breach of a Fundamental Representation or Fraud. (b) The Sellers’ and Seller Indemnitors’ aggregate Seller’s maximum liability to the Buyer Indemnitees under Section 9.2 and/or 9.3(a7.2(a) shall not exceed the amount of then-remaining Indemnity Escrow Funds $2,200,000.00 (the “Escrow Cap”)) (provided, and there shall be no further recovery under Section 9.2 or 9.3(a) by the Buyer Indemnitees once the Indemnity Escrow Funds are exhausted or released; provided that the Escrow Cap shall not apply to claims arising from the for indemnification in respect of any inaccuracy in or breach of any of the representations or warranties contained in Section 3.4 (Ownership of the Shares and Units) (the “Ownership Representations”) Fundamental Representations or Section 4.17 (Taxes) (3.9, or, for the “Tax Representations”) avoidance of doubt, any claims of fraud and, with respect to claims for indemnification arising out of or claims based on Fraud, such that, subject relating to the limitations set forth in Section 9.5(c)Excluded Liabilities, (i) the Buyer Indemnitees Cap shall be permitted to pursue a Seller for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from Purchase Price (A) any breach of the Ownership Representations by such Sellerexcept, or (B) Fraud under Article III of such Sellerhowever, and that to the extent that a lower Cap applies with respect to a specific requirement to provide indemnification applies, such lower Cap shall apply notwithstanding the Buyer Indemnitees are unable general requirement to recover such Losses provide indemnification for Excluded Liabilities pursuant to which they are entitled hereunder from such Sellerthe foregoing clause); provided, then such Buyer Indemnitees shall be permitted to pursue for such unrecovered Losses other Sellers in accordance with their Allocation Percentagesfurther, (ii) the Buyer Indemnitees shall be permitted to pursue a Seller Indemnitor that, for the recovery avoidance of Losses in excess of the Escrow Cap incurred by doubt, with respect to Seller’s indemnification obligations to Buyer pursuant to this Agreement, such Buyer Indemnitees arising from (A) any breach of the Tax Representations by such Seller Indemnitor, or (B) Fraud under Article IV of such Seller Indemnitor, and to the extent that the Buyer Indemnitees are unable to recover such Losses to which they are entitled hereunder from such Seller Indemnitor, then such Buyer Indemnitees obligations shall not be permitted to pursue for such unrecovered Losses other Seller Indemnitors in accordance with their Allocation Percentages, and (iii) the Buyer Indemnitees shall be permitted to pursue Seller Indemnitors in accordance with their Allocation Percentages for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from any breach of the Tax Representations by either Company. Notwithstanding imposed without taking into effect the limitations set forth in this Section 9.5(b7.4), Buyer, on behalf of itself and each other Buyer Indemnitee, acknowledges and agrees that the sole and exclusive remedy of any Buyer Indemnitee beyond the Escrow Cap for any claim related to, arising under or in connection with or pursuant to Section 9.2 or 9.3(a) (other than with respect to any claim arising from the breach of the Ownership Representations, Tax Representations or Fraud) shall be to make a claim against the R&W Insurance Policy. Buyer, on behalf of itself and each other Buyer Indemnitee, further acknowledges and agrees that the provisions of this Section 9.5(b) shall apply regardless if (i) Buyer obtains at or following Closing or maintains following Closing the R&W Insurance Policy, (ii) the R&W Insurance Policy is revoked, cancelled or modified in any manner after issuance, or (iii) any Buyer Indemnitee makes a claim under the R&W Insurance Policy and such claim is denied by the insurer for any reason, including, but not limited to, a situation where a claim is covered but full indemnity is not granted due to erosion or exhaustion of limits. (c) The Sellers’ and Seller Indemnitors’ aggregate maximum liability to the Buyer Indemnitees under (i) Section 9.2 with respect to any claim arising from the breach of the Ownership Representations, and (ii) Sections 9.3(b) through (e), or with respect to claims based on Fraud, shall not exceed an amount equal to the Final Purchase Price (the “Purchase Price Cap”). (d) Notwithstanding anything contained in this Agreement to the contrary, in no event shall the aggregate amount of all Losses indemnifiable by the Sellers and the Seller Indemnitors under this Article IX exceed the Final Purchase Price. (e) Solely for the purpose of determining Section 7.2 and 7.3, if it is determined that there has been a breach of a representation, warranty or covenant, any qualifications set forth therein with respect to a “Material Adverse Effect”, “materiality”, “in all material respects”, “material”, or similar term shall be disregarded for the existence of, and purposes of calculating the amount of any Losses arising out of or resulting from, any breach of any representation or warranty of the Sellers or the Seller Parties contained in this Agreement (other than any breach of any representation or warranty contained in the second sentence of Section 4.5(a) (Financial Statements) or Section 4.8(a) (Absence of Changes)), such representation or warranty shall be read without regard with respect to any Material Adverse Effect or materiality qualifiers contain therein (provided, for the avoidance of doubt, that other defined terms that include the word “material” shall be read to include such word). (f) Notwithstanding anything to the contrary in this Article IX, all claims for indemnification by the Buyer Indemnitees shall be satisfied (i) first from the Indemnity Escrow Funds until the Indemnity Escrow Funds are exhausted or released, and (ii) thereafter, from and against the R&W Insurance Policy; provided that (A) claims arising under Sections 9.3(b) through (e) shall be satisfied from the Seller Indemnitors directly in accordance with their Allocation Percentages, and (B) claims arising from the breach of the Ownership Representations or Fraud shall be satisfied from the Sellers or Seller Indemnitors, as applicable, directly, in accordance with Section 9.5(b). In furtherance, and not in limitation, of the provisions of Section 9.5(b), the Buyer Indemnitees shall first pursue (x) all claims based on Fraud against the Seller or the Seller Indemnitor responsible for such Fraud, and (y) all claims arising from any breach of the Ownership Representations against the Seller that committed such breach. (gb) Except as set forth below, (i) Buyer shall not be required to indemnify the Sellers Seller (A) for any Losses incurred by a Seller Indemnitee arising out of or relating to acts or omissions of Seller or its Affiliates or (B) under Section 9.4(a7.3(a) unless and until the aggregate amount of all such Losses incurred by the Sellers Seller Indemnitees thereunder exceeds the an amount equal to the Deductible Threshold Amount, in which event the Sellers Seller shall be entitled to recover only all such Losses in excess of such amount; provided, however, that the Threshold Amount (i) no Seller Indemnitee shall be entitled to make any claim under Section 9.4(a) in respect of any Individual Matter unless such claim is for Losses in excess of the Per Claim Amount; provided, that the limitations of this Section 9.5(e)(i) Threshold Amount shall not apply to claims for indemnification in respect of breaches of the Buyer Fundamental Representations or, for the avoidance of doubt, with respect to claims of Fraud, fraud) and (ii) Buyer’s maximum liability to the Sellers Seller under Section 9.4(a7.3(a) shall not exceed and amount equal to the Escrow Cap; Cap (provided, that the limitations of this Section 9.5(e)(ii) Cap shall not apply to claims for indemnification in respect of breaches of the Buyer Fundamental Representations or, for the avoidance of doubt, with respect to claims of Fraudfraud). (hc) No right of indemnification hereunder shall be limited by reason of any investigation or audit conducted before or after the Closing or the knowledge of any Party of any breach of representation, warranty, covenant or agreement by the other Party at any time, or the decision of any Party to complete the Closing. Notwithstanding anything herein to the contrarycontrary herein, in no event shall any party hereto be liable to the other party, and in no event shall the Sellers or the Seller Indemnitors be liable to any Buyer Indemnitee, for any Losses or other amounts under this Agreement that are punitive damages, exemplary or consequential damages, special damages, speculative damages, damages that are not the reasonably foreseeable consequence of the breach giving rise to such Losses or multiples of earnings, profits or revenues, except, in each case, to the extent such damages are required to be paid to a third party. (i) Other than with respect to claims for specific performance, from and after the Closing, the rights of the Seller Indemnitees and the Buyer Indemnitees under this Article IX (including, for the avoidance of doubt, recovery under the R&W Insurance Policy) shall be the sole and exclusive remedies of the Seller Indemnitees and the Buyer Indemnitees, respectively, with respect to claims under this Agreement or otherwise relating to the Transaction. (j) Each of the Seller Indemnitees and the Buyer Indemnitees shall take reasonable steps to mitigate all indemnifiable Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses hereunder so long as such mitigation does not disrupt the ongoing business operations of the Seller Indemnitees or the Buyer Indemnitees. For the avoidance of doubt, any out-of-pocket costs of the indemnified party incurred in connection with any mitigation undertaken pursuant to this Section 9.4(j) shall be deemed “Losses” of the indemnified party; provided, that such costs shall be reasonably incurred. (k) Buyer shall have the right, irrespective of any knowledge or investigation of Buyer, its Affiliates, agents or representatives, to rely fully on the representations, warranties and covenants of the Sellers and each of the Companies expressly set forth Seller contained herein.

Limitations on Rights of Indemnification. (a) The Sellers and the Seller Indemnitors shall not be required to indemnify the Buyer Indemnitees under pursuant to Section 9.2 or Section 9.3(a7.2(a) unless and until the aggregate amount of Losses incurred by the Buyer Indemnitees thereunder exceeds $510,000.00 750,000 (the “Deductible Basket Amount”), in which event the Buyer Indemnitees shall be entitled to recover only such Losses in excess of the Deductible AmountBasket Amount (subject to the other applicable provisions of this Agreement); provided, however, that (i) no Buyer Indemnitee shall be entitled to make any claim under Section 9.2 or Section 9.3(a) in respect of any Individual Matter unless such claim is for Losses in excess of $25,000.00 (the “Per Claim Amount”), and (ii) the Deductible Amount and the Per Claim Basket Amount shall not apply to Indemnification Claims for Losses incurred, suffered or sustained by any Buyer Indemnitee as a result of, arising out of, in connection with respect or relating to any claim arising from breach or inaccuracy of the breach of a Fundamental Representation or FraudRepresentations. (b) The Sellers’ and Seller Indemnitors’ aggregate maximum liability of Seller to the Buyer Indemnitees under pursuant to Section 9.2 and/or 9.3(a7.2(a) shall not exceed the amount of then-remaining Indemnity Escrow Funds $15,000,000 (the “Escrow Basic Cap”), and there shall be no further recovery under Section 9.2 except with respect to Indemnification Claims for Losses incurred, suffered or 9.3(a) sustained by the Buyer Indemnitees once the Indemnity Escrow Funds are exhausted or released; provided that the Escrow Cap shall not apply to claims arising from the breach of any of the representations or warranties contained in Section 3.4 (Ownership of the Shares and Units) (the “Ownership Representations”) or Section 4.17 (Taxes) (the “Tax Representations”) or claims based on Fraud, such that, subject to the limitations set forth in Section 9.5(c), (i) the Buyer Indemnitees shall be permitted to pursue a Seller for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from (A) any breach of the Ownership Representations by such Seller, or (B) Fraud under Article III of such Seller, and to the extent that the Buyer Indemnitees are unable to recover such Losses to which they are entitled hereunder from such Seller, then such Buyer Indemnitees shall be permitted to pursue for such unrecovered Losses other Sellers in accordance with their Allocation Percentages, (ii) the Buyer Indemnitees shall be permitted to pursue a Seller Indemnitor for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from (A) any breach of the Tax Representations by such Seller Indemnitor, or (B) Fraud under Article IV of such Seller Indemnitor, and to the extent that the Buyer Indemnitees are unable to recover such Losses to which they are entitled hereunder from such Seller Indemnitor, then such Buyer Indemnitees shall be permitted to pursue for such unrecovered Losses other Seller Indemnitors in accordance with their Allocation Percentages, and (iii) the Buyer Indemnitees shall be permitted to pursue Seller Indemnitors in accordance with their Allocation Percentages for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from any breach of the Tax Representations by either Company. Notwithstanding the limitations set forth in this Section 9.5(b), Buyer, on behalf of itself and each other Buyer Indemnitee, acknowledges and agrees that the sole and exclusive remedy of any Buyer Indemnitee beyond the Escrow Cap for any claim related toas a result of, arising under or out of, in connection with or pursuant to Section 9.2 or 9.3(a) (other than with respect relating to any claim arising from the breach or inaccuracy of the Ownership Fundamental Representations, Tax Representations or Fraud) shall be to make a claim against the R&W Insurance Policy. Buyer, on behalf of itself and each other Buyer Indemnitee, further acknowledges and agrees that the provisions of this Section 9.5(b) shall apply regardless if (i) Buyer obtains at or following Closing or maintains following Closing the R&W Insurance Policy, (ii) the R&W Insurance Policy is revoked, cancelled or modified in any manner after issuance, or (iii) any Buyer Indemnitee makes a claim under the R&W Insurance Policy and such claim is denied by the insurer for any reason, including, but not limited to, a situation where a claim is covered but full indemnity is not granted due to erosion or exhaustion of limits. (c) The Sellers’ and Seller Indemnitors’ aggregate maximum liability of Seller to the Buyer Indemnitees under (i) pursuant to Section 9.2 with respect to any claim arising from the breach of the Ownership Representations, and (ii) Sections 9.3(b) through (e), or with respect to claims based on Fraud, 7.2 shall not exceed an amount equal to the Final Purchase Price (the “Purchase Price Cap”Price, except with respect to Indemnification Claims for Losses incurred, suffered or sustained by any Buyer Indemnitee pursuant to Section 7.2(c). (d) Notwithstanding anything contained in this Agreement to the contrary, in no event shall the aggregate amount of all Losses indemnifiable by the Sellers and the Seller Indemnitors under this Article IX exceed the Final Purchase Price. (e) Solely for the purpose of determining the existence of, and calculating the amount of any Losses arising out of or resulting from, any breach of any representation or warranty of the Sellers or the Seller Parties contained in this Agreement (other than any breach of any representation or warranty contained in the second sentence of Section 4.5(a) (Financial Statements) or Section 4.8(a) (Absence of Changes)), such representation or warranty shall be read without regard to any Material Adverse Effect or materiality qualifiers contain therein (provided, for the avoidance of doubt, that other defined terms that include the word “material” shall be read to include such word). (f) Notwithstanding anything to the contrary in this Article IX, all claims for indemnification by the Buyer Indemnitees shall be satisfied (i) first from the Indemnity Escrow Funds until the Indemnity Escrow Funds are exhausted or released, and (ii) thereafter, from and against the R&W Insurance Policy; provided that (A) claims arising under Sections 9.3(b) through (e) shall be satisfied from the Seller Indemnitors directly in accordance with their Allocation Percentages, and (B) claims arising from the breach of the Ownership Representations or Fraud shall be satisfied from the Sellers or Seller Indemnitors, as applicable, directly, in accordance with Section 9.5(b). In furtherance, and not in limitation, of the provisions of Section 9.5(b), the Buyer Indemnitees shall first pursue (x) all claims based on Fraud against the Seller or the Seller Indemnitor responsible for such Fraud, and (y) all claims arising from any breach of the Ownership Representations against the Seller that committed such breach. (g) Except as set forth below, (i) Buyer shall not be required to indemnify the Sellers Seller Indemnitees under Section 9.4(a7.3(a) unless and until the aggregate amount of all such Losses incurred by the Sellers Seller Indemnitees thereunder exceeds the an amount equal to the Deductible Basket Amount, in which event the Sellers Seller Indemnitees shall be entitled to recover only such all Losses in excess from the first dollar of such amount; provided, however, that Loss. (ie) no Seller Indemnitee shall be entitled to make any claim under Section 9.4(a) in respect of any Individual Matter unless such claim is for Losses in excess of the Per Claim Amount; provided, that the limitations of this Section 9.5(e)(i) shall not apply to claims for indemnification in respect of breaches of the Buyer Fundamental Representations or, for the avoidance of doubt, with respect to claims of Fraud, and (ii) Buyer’s The maximum liability of Buyer to the Sellers under Seller Indemnitees pursuant to Section 9.4(a7.3(a) shall not exceed and the Basic Cap. (f) The maximum liability of Buyer to the Seller Indemnitees pursuant to Section 7.3 shall not exceed an amount equal to the Escrow Cap; providedPurchase Price, that the limitations of this Section 9.5(e)(ii) shall not apply to claims for indemnification in respect of breaches of the Buyer Fundamental Representations or, for the avoidance of doubt, except with respect to claims of FraudIndemnification Claims for Losses incurred, suffered or sustained by any Seller Indemnitee based on Section 7.3(c). (g) Notwithstanding anything to the contrary herein, there shall be no maximum liability with respect to (i) Indemnification Claims brought by Buyer Indemnitees pursuant to Section 7.2(c) or (ii) Indemnification Claims brought by Seller Indemnitees pursuant to Section 7.3(c). (h) Notwithstanding anything herein Solely for calculating the amount of any Losses arising out of or resulting from any breach of any representation or warranty of Seller contained in this Agreement, but not for the purpose of determining whether such breach has occurred, the references to the contrary“material,” “in all material respects,” “Material Adverse Effect” or other materiality qualifications (or correlative terms), including as expressed in no event accounting concepts, shall any party hereto be liable to the other party, and in no event shall the Sellers or the Seller Indemnitors be liable to any Buyer Indemniteedisregarded; provided that, for any Losses or other amounts all purposes under this Agreement that are punitive damagesAgreement, exemplary or consequential damages, special damages, speculative damages, damages that are not the reasonably foreseeable consequence representations and warranties of the breach giving rise parties contained in this Agreement shall be read to include such Losses terms and phrases as used in that portion of any representation or multiples of earnings, profits or revenues, except, warranty that requires Seller to provide lists in each case, to the extent such damages are required to be paid to a third partyDisclosure Schedules. (i) Other than with respect to claims for specific performance, from and No right of indemnification under this ARTICLE 7 shall be limited by reason of any investigation or audit conducted before or after the Closing or the knowledge of any Party of any breach of representation, warranty, covenant or agreement by another Party at any time, or the decision of any Party to complete the Closing, the rights of the Seller Indemnitees and the Buyer Indemnitees under this Article IX (including, for the avoidance of doubt, recovery under the R&W Insurance Policy) shall be the sole and exclusive remedies of the Seller Indemnitees and the Buyer Indemnitees, respectively, with respect to claims under this Agreement or otherwise relating . Notwithstanding anything to the Transaction. (j) Each of the Seller Indemnitees and the Buyer Indemnitees shall take reasonable steps to mitigate all indemnifiable Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses hereunder so long as such mitigation does not disrupt the ongoing business operations of the Seller Indemnitees or the Buyer Indemnitees. For the avoidance of doubtcontrary herein, any out-of-pocket costs of the indemnified party incurred in connection with any mitigation undertaken pursuant to this Section 9.4(j) shall be deemed “Losses” of the indemnified party; provided, that such costs shall be reasonably incurred. (k) Buyer shall have the right, irrespective of any knowledge or investigation of Buyer, its Affiliates, agents or representatives, to rely fully on the representations, warranties warranties, covenants and covenants agreements of the Sellers and each of the Companies expressly set forth Seller contained herein.